Document_and_Entity_Informatio
Document and Entity Information | 12 Months Ended | |
Dec. 31, 2013 | Apr. 18, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'IFM Investments Ltd | ' |
Entity Central Index Key | '0001477324 | ' |
Document Type | '20-F | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 669,232,591 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'FY | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY |
Current assets: | ' | ' | ' |
Cash and cash equivalents | $24,053 | 145,610 | 191,048 |
Restricted cash | 2,186 | 13,235 | 18,036 |
Accounts receivable, net | 27,896 | 168,872 | 176,287 |
Loans receivable, net | 20,010 | 121,133 | 35,229 |
Amounts due from related parties | 23 | 142 | 110 |
Prepaid expenses and other current assets | 7,347 | 44,479 | 41,265 |
Deferred tax assets | 1,591 | 9,630 | 4,880 |
Total current assets | 83,106 | 503,101 | 466,855 |
Non-current assets: | ' | ' | ' |
Equity investments | 2,513 | 15,215 | 13,141 |
Property and equipment, net | 5,523 | 33,434 | 40,832 |
Intangible assets, net | 13,999 | 84,747 | 90,253 |
Goodwill | 13,803 | 83,559 | 103,943 |
Other non-current assets | 3,008 | 18,207 | 19,644 |
Total assets | 121,952 | 738,263 | 734,668 |
Current liabilities (including amounts of the consolidated VIEs without recourse to the Company of RMB41,243 and RMB155,521 (US$25,690) as of December 31, 2012 and 2013, respectively. Note 24): | ' | ' | ' |
Accounts payable | 1,733 | 10,491 | 14,168 |
Accrued expenses and other current liabilities | 54,186 | 328,034 | 217,694 |
Amounts due to related parties | 47 | 282 | 272 |
Deferred revenue | 3,289 | 19,909 | 8,539 |
Contingent consideration payable | 929 | 5,623 | ' |
Total current liabilities | 60,184 | 364,339 | 240,673 |
Long-term deposits payable | 1,748 | 10,582 | 10,541 |
Contingent consideration payable | ' | ' | 33,774 |
Deferred tax liabilities (including amounts of the consolidated VIEs without recourse to the Company of RMB1,667 and RMB1,399 (US$231) as of December 31, 2012 and 2013, respectively. Note 24) | 2,607 | 15,781 | 16,652 |
Total liabilities | 64,539 | 390,702 | 301,640 |
Redeemable non-controlling interest | 11,094 | 67,161 | 69,430 |
Commitments and contingencies (Note 22) | ' | ' | ' |
Shareholders' equity: | ' | ' | ' |
Additional paid-in capital | 171,155 | 1,036,120 | 1,035,651 |
Statutory reserves | 924 | 5,595 | 5,595 |
Accumulated deficit | -128,006 | -774,911 | -691,891 |
Total IFM Investments Limited shareholders' equity | 44,890 | 271,750 | 354,294 |
Non-controlling interests | 1,429 | 8,650 | 9,304 |
Total shareholders' equity | 46,319 | 280,400 | 363,598 |
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND SHAREHOLDERS' EQUITY | $121,952 | 738,263 | 734,668 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical)(Consolidated VIEs) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | USD ($) | CNY | CNY |
Current liabilities | $25,690 | 155,521 | 41,243 |
Deferred tax liabilities | $231 | 1,399 | 1,667 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
USD ($) | CNY | CNY | CNY | |
Consolidated Statements of Operations | ' | ' | ' | ' |
Net revenue | $144,945 | 877,451 | 748,133 | 604,559 |
Costs and expenses: | ' | ' | ' | ' |
Commissions and other agent-related costs | -92,908 | -562,436 | -455,282 | -428,920 |
Operating costs | -30,460 | -184,393 | -175,330 | -296,652 |
Selling, general and administrative expenses | -38,665 | -234,065 | -177,475 | -218,110 |
Goodwill impairment losses | -3,367 | -20,384 | -10,755 | -30,614 |
Net change in fair value (Note 2(q) and Note 20) | 3,646 | 22,069 | 11,989 | 25,716 |
Total costs and expenses | -161,754 | -979,209 | -806,853 | -948,580 |
Loss from operations | -16,809 | -101,758 | -58,720 | -344,021 |
Interest income | 688 | 4,162 | 2,324 | 5,845 |
Other income | 1,216 | 7,360 | 6,497 | 2,086 |
Foreign currency exchange loss | -19 | -113 | -19 | -5,713 |
Loss before income tax and share of associates' income (loss) | -14,924 | -90,349 | -49,918 | -341,803 |
Income tax | 385 | 2,332 | -2,713 | -1,103 |
Share of associates' income | 343 | 2,074 | 2,547 | 2,496 |
Net Loss | -14,196 | -85,943 | -50,084 | -340,410 |
Net loss (income) attributable to non-controlling interest | 483 | 2,923 | -3,427 | 3,895 |
Net loss attributable to IFM Investments Limited | -13,713 | -83,020 | -53,511 | -336,515 |
Net loss attributable to ordinary shareholders | ($13,713) | -83,020 | -53,511 | -336,515 |
Net loss per share, basic (in dollars per share) | ($0.02) | -0.12 | -0.08 | -0.5 |
Net loss per share, diluted (in dollars per share) | ($0.02) | -0.12 | -0.08 | -0.5 |
Net loss per ADS, basic (in dollars per share) | ($0.92) | -5.59 | -3.61 | -22.66 |
Net loss per ADS, diluted (in dollars per share) | ($0.92) | -5.59 | -3.61 | -22.66 |
Number of shares used in calculating net loss per share, basic | 668,198 | 668,198 | 667,672 | 668,291 |
Number of shares used in calculating net loss per share, diluted | 668,198 | 668,198 | 667,672 | 668,291 |
Number of ADSs used in calculating net loss per ADS, basic | 14,849 | 14,849 | 14,837 | 14,851 |
Number of ADSs used in calculating net loss per ADS, diluted | 14,849 | 14,849 | 14,837 | 14,851 |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' (Deficit) Equity | Total | Total | Ordinary Shares | Treasury stock | Additional Paid-in Capital | Statutory Reserves | Accumulated Deficit | Non-controlling Interests |
In Thousands, except Share data | USD ($) | CNY | CNY | CNY | CNY | CNY | CNY | CNY |
Balance, at the beginning of the year at Dec. 31, 2010 | ' | 753,697 | 5,083 | -25,824 | 1,072,079 | 5,595 | -301,865 | -1,371 |
Balance (in shares), at the beginning of the year at Dec. 31, 2010 | ' | ' | 689,296,000 | -14,477,000 | ' | ' | ' | ' |
Net loss | ' | -339,406 | ' | ' | ' | ' | -336,515 | -2,891 |
Issuance of ordinary shares upon exercise of share options | ' | 583 | 5 | ' | 578 | ' | ' | ' |
Issuance of ordinary shares upon exercise of share options (in shares) | ' | 977,582 | 855,000 | ' | ' | ' | ' | ' |
Share-based compensation (Note 20) | ' | 3,234 | ' | ' | 3,234 | ' | ' | ' |
Establishment of subsidiaries | ' | 13,386 | ' | ' | ' | ' | ' | 13,386 |
Share repurchases | ' | -16,324 | ' | -16,324 | ' | ' | ' | ' |
Share repurchases (in shares) | ' | ' | ' | -8,002,000 | ' | ' | ' | ' |
Cancellation of Treasury stock | ' | ' | -149 | 42,148 | -41,999 | ' | ' | ' |
Cancellation of Treasury stock (in shares) | ' | ' | -22,479,000 | 22,479,000 | ' | ' | ' | ' |
Balance, at the end of the year at Dec. 31, 2011 | ' | 415,170 | 4,939 | ' | 1,033,892 | 5,595 | -638,380 | 9,124 |
Balance (in shares), at the end of the year at Dec. 31, 2011 | ' | ' | 667,672,000 | ' | ' | ' | ' | ' |
Net loss | ' | -53,331 | ' | ' | ' | ' | -53,511 | 180 |
Share-based compensation (Note 20) | ' | 1,759 | ' | ' | 1,759 | ' | ' | ' |
Balance, at the end of the year at Dec. 31, 2012 | ' | 363,598 | 4,939 | ' | 1,035,651 | 5,595 | -691,891 | 9,304 |
Balance (in shares), at the beginning of the year at Dec. 31, 2012 | ' | ' | 667,672,000 | ' | ' | ' | ' | ' |
Net loss | ' | -83,674 | ' | ' | ' | ' | -83,020 | -654 |
Issuance of ordinary shares upon exercise of share options | ' | 185 | 7 | ' | 178 | ' | ' | ' |
Issuance of ordinary shares upon exercise of share options (in shares) | ' | 1,245,334 | 1,087,000 | ' | ' | ' | ' | ' |
Share-based compensation (Note 20) | ' | 291 | ' | ' | 291 | ' | ' | ' |
Balance, at the end of the year at Dec. 31, 2013 | $46,319 | 280,400 | 4,946 | ' | 1,036,120 | 5,595 | -774,911 | 8,650 |
Balance (in shares), at the end of the year at Dec. 31, 2013 | ' | ' | 668,759,000 | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
USD ($) | CNY | CNY | CNY | |
Cash flows from operating activities: | ' | ' | ' | ' |
Net Loss | ($14,196) | -85,943 | -50,084 | -340,410 |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ' |
Goodwill impairment | 3,367 | 20,384 | 10,755 | 30,614 |
Net change in fair value | -3,646 | -22,069 | -11,989 | -25,716 |
Depreciation and amortization | 3,882 | 23,498 | 28,246 | 34,629 |
Allowance for doubtful accounts | 2,425 | 14,681 | 12,129 | 14,343 |
Effects of foreign currency exchange loss | 19 | 113 | 19 | 5,713 |
Share-based compensation | 40 | 242 | 3,465 | 3,234 |
Deferred tax assets and liabilities | -929 | -5,621 | -5,771 | -395 |
Share of associates' income | -343 | -2,074 | -2,547 | -2,496 |
Loss on disposal of equipment and leasehold improvement | 835 | 5,056 | 5,598 | 16,098 |
Changes in operating assets and liabilities: | ' | ' | ' | ' |
Accounts receivable | -1,200 | -7,266 | -91,326 | -60,834 |
Amount due from related parties | -5 | -32 | -39 | 1,639 |
Interest receivable | 86 | 521 | -225 | 341 |
Receipt of loan principals | 16,454 | 99,605 | ' | ' |
Issuance/repurchase of loan | -17,778 | -107,625 | ' | ' |
Prepaid expenses and other current assets | -531 | -3,214 | -3,896 | 13,727 |
Other non-current assets | 237 | 1,437 | 3,297 | 6,284 |
Accounts payable | -293 | -1,774 | 4,478 | 1,433 |
Amount due to related parties | 2 | 10 | 6 | 5 |
Accrued expenses and other current liabilities | 3,981 | 24,104 | 67,023 | -10,780 |
Deferred revenue | 1,878 | 11,370 | 766 | -1,259 |
Long-term deposits payable | 7 | 41 | -1,639 | -1,136 |
Net cash used in operating activities | -5,708 | -34,556 | -31,734 | -314,966 |
Cash flows from investing activities: | ' | ' | ' | ' |
Decrease in Restricted cash | 149 | 904 | 447 | 949 |
Placement/rollover of matured time deposits | ' | ' | ' | -139,415 |
Proceeds from maturity of time deposit | ' | ' | ' | 259,415 |
Purchases of equipment and leasehold improvement | -2,900 | -17,553 | -8,119 | -37,768 |
Loan issuance | -19,892 | -120,420 | -98,053 | -72,070 |
Receipt of loan principals | 19,162 | 115,998 | 100,560 | 46,950 |
Business combinations, net of cash acquired | -988 | -5,979 | ' | -26,587 |
Purchase of equity investment | ' | ' | ' | -1,900 |
Net cash (used in) provided by investing activities | -4,469 | -27,050 | -5,165 | 29,574 |
Cash flows from financing activities: | ' | ' | ' | ' |
Share repurchases | ' | ' | ' | -15,332 |
Restricted cash-customers deposits | 644 | 3,897 | -7,486 | 19,216 |
Payment of initial public offering costs | ' | ' | ' | -1,315 |
Proceeds from issuance of ordinary shares upon exercise of share options | 31 | 185 | ' | 583 |
Capital contributions from non-controlling interests | ' | ' | ' | 2,550 |
Transfer of loans | 12,285 | 74,370 | ' | ' |
Repurchase of loans | -10,266 | -62,143 | ' | ' |
Net cash (used in) provided by financing activities | 2,694 | 16,309 | -7,486 | 5,702 |
Effects of foreign exchange rate changes on cash and cash equivalents | -23 | -141 | -17 | -5,507 |
Net decrease in cash and cash equivalents | -7,506 | -45,438 | -44,402 | -285,197 |
Cash and cash equivalents at the beginning of the year | 31,559 | 191,048 | 235,450 | 520,647 |
Cash and cash equivalents at the end of the year | 24,053 | 145,610 | 191,048 | 235,450 |
Supplemental schedule of non-cash activities | ' | ' | ' | ' |
Consideration payable for business combination | 929 | 5,623 | 33,774 | 44,227 |
Supplemental disclosure of cash flow information | ' | ' | ' | ' |
Income tax paid | $62 | 378 | 594 | 2,496 |
ORGANIZATION_AND_PRINCIPAL_ACT
ORGANIZATION AND PRINCIPAL ACTIVITIES | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES | ' | |||||||||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES | ' | |||||||||||||
1. ORGANIZATION AND PRINCIPAL ACTIVITIES | ||||||||||||||
a) | ||||||||||||||
Organization and principal activities | ||||||||||||||
IFM Investments Limited (the "Company") was incorporated in the Cayman Islands on November 30, 2005, by IFM Holding Company Ltd. ("IFM Holding"), a Cayman Islands exempt company. In incorporating the Company, IFM Holding contributed all of its equity interests in IFM Company Ltd. ("IFM Co."), a Cayman Islands exempt company, to the Company. IFM Holding was a wholly-owned subsidiary of Maxpro International Enterprise, Inc. ("Maxpro"), a New York corporation. Maxpro was 100% owned by Mr. Donald Zhang through D&M Capital Corporation. | ||||||||||||||
On December 15, 2005, IFM Overseas Partners L.P., a Cayman Islands limited partnership (the "Partnership") was established and IFM Holding and IFM Overseas Limited became the limited and general partner of the Partnership, respectively. IFM Overseas Limited was 100% owned by Mr. Donald Zhang through Maxpro. | ||||||||||||||
On August 24, 2006, IFM Holding contributed all of its equity interests in the Company to the Partnership in exchange for 80% ownership therein. On the same date, Mr. Harry Lu was admitted to the Partnership as a limited partner with a 20% ownership. | ||||||||||||||
Following the contribution of the Company to the Partnership, on August 24, 2006, Goldman Sachs Strategic Investments (Asia) L.L.C. ("Goldman") committed to invest US$22.0 million (approximately RMB175.3 million) in the Company in exchange for 200.0 million Series A Preferred Shares. | ||||||||||||||
On August 18, 2006, the Company adopted an Employee Stock Option Plan (the "ESOP"). 40.0 million ordinary shares were reserved and authorized for issuance under the ESOP. | ||||||||||||||
On October 19, 2007, the Company issued 105.3 million Series B Preferred Shares to GL Asia Mauritius II Cayman Limited for US$40.0 million (approximately RMB300.6 million). | ||||||||||||||
On October 19, 2007, the shareholders of the Company approved to amend the ordinary shares reserved under the ESOP to 85.3 million and the ordinary shares authorized under the ESOP to 52.5 million. | ||||||||||||||
On February 21, 2008, the Company issued 6.1 million Series B Preferred Shares to Realogy Corporation ("Realogy") for US$2.3 million (approximately RMB16.7 million). | ||||||||||||||
On December 30, 2009, in preparation for the intended Qualified IPO and potential IPO as amended, the shareholders and Board of the Company approved resolutions effecting certain amendments to the authorised and issued share capital to effect a 10-for-one split of the Company's share capital pursuant to which each ordinary share, Series A and Series B convertible preferred share of the Company was subdivided into 10 shares at a par value of US$0.001 per share. All share and per share amounts presented in the consolidated financial statements have been restated on a retroactive basis to reflect the effect of the share split. | ||||||||||||||
On January 28, 2010, the Company offered 12,487,500 (equivalent to 4,162,500 after the ratio change as described in Note 1(a) under item 18) American Depositary Shares ("ADS"), representing 187,312,500 ordinary shares at US$ 7.00 each to public (equivalent of US$21.00 each to after ratio change as described in Note 1(a) under item 18), raising gross proceeds of RMB 557.5 million. The Company's ADS are quoted on New York Stock Exchange ("NYSE"). | ||||||||||||||
On February 2, 2010, upon the closing of the public offering, certain amendments to the authorised and issued share capital became effective as follows: | ||||||||||||||
i) | ||||||||||||||
increased the authorised share capital of the Company from US$1,325,114 divided into 1,013,746,760 ordinary shares, 200,000,000 Series A Preferred Shares and 111,367,270 Series B Preferred Shares to US$3,333,000 divided into 3,021,632,730 ordinary shares, 200,000,000 Series A Preferred Shares and 111,367,270 Series B Preferred Shares by the creation of an additional 2,007,885,970 ordinary shares; | ||||||||||||||
ii) | ||||||||||||||
reorganized the share capital such that the total authorised share capital of the Company of 3,333,000,000 shares of a nominal or par value of US$0.001 each being reclassified and re-designated into 3,133,000,000 Class A ordinary shares of a nominal or par value of US$0.001 each (the "Class A Ordinary Shares"), 100,000,000 Class B ordinary shares of a nominal or par value of US$0.001 each (the "Class B Ordinary Shares") and 100,000,000 preferred shares of a nominal or par value of US$0.001 each (the "Preferred Shares"); | ||||||||||||||
iii) | ||||||||||||||
converted all of the then currently issued and outstanding 200,000,000 Series A Preferred Shares and 111,367,270 Series B Preferred Shares into 238,842,277 Class A Ordinary Shares; and | ||||||||||||||
iv) | ||||||||||||||
re-designated all of the then issued and outstanding ordinary shares into Class A Ordinary Shares on a one to one basis and further re-designated 80,502,938 of the then issued and outstanding Class A Ordinary Shares registered in the name of Goldman Sachs Strategic Investments (Asia) L.L.C. into 80,502,938 Class B Ordinary Shares. | ||||||||||||||
On May 9, 2011, Goldman Sachs Strategic Investments (Asia) L.L.C converted all of its 80,502,938 Class B ordinary shares into 80,502,938 Class A ordinary shares. | ||||||||||||||
The Company changed the ratio of its American depositary shares ("ADSs") to Class A ordinary shares from 1:15 to 1:45 (the "Ratio Change") effective April 16, 2012. Pursuant to the Ratio Change, the record holders of the Company's ADS as of the effective date were entitled to receive one (1) new ADS, each representing forty-five (45) shares, in exchange for every three (3) ADSs held by them. No new shares were issued in connection with the Ratio Change. All ADSs and per ADS amounts presented in the consolidated financial statements have been restated on a retroactive basis to reflect the effect of the Ratio Change. | ||||||||||||||
The Company's subsidiaries are principally engaged in franchising the CENTURY 21® brand name and operation systems to regional sub-franchisees and outlet stores (collectively "franchisees") that are independently-owned and operated. The Company provides operational and administrative services, tools and systems to franchisees, which are designed to assist franchisees in achieving increased revenue and profitability. Specifically, the Company and its subsidiaries operate in the following businesses: | ||||||||||||||
(i) | ||||||||||||||
Company-owned Brokerage Services—operates a full-service real estate brokerage business under the CENTURY 21® brand name in the People's Republic of China ("PRC"). | ||||||||||||||
(ii) | ||||||||||||||
Primary and Commercial Services—comprises three business units, which provide primary real estate agency services including planning, consulting, and brokerage services to commercial and residential property developers. | ||||||||||||||
(iii) | ||||||||||||||
Mortgage Management Services—includes comprehensive advisory services in connection with the selection and procurement of home mortgage and home equity products offered by commercial banks, and loan services in connection with the provision of entrusted and mortgage credit loans through commercial bank and our mortgage credit company. For advisory services, our experienced mortgage consultants promote and introduce various mortgage products, and advise home buyers or home owners in the selection of the appropriate mortgage product based on each mortgagor's individual needs. For loan services, we recognized interest and service fee related to the provision of entrusted and mortgage credit loans through a series of arrangements. As of December 31, 2013, the Company provided entrusted and mortgage credit loan with average loan-to-value ratio of approximately 50%. | ||||||||||||||
(iv) | ||||||||||||||
Franchise Services—franchises the CENTURY 21® brand name and operation system in the PRC. On March 22, 2000, IFM Company Limited ("IFM Co."), one of the wholly-owned subsidiaries of the Company, entered into an arrangement, a Restated Century 21 International Subfranchise Agreement For the People's Republic of China ("Master Franchise Agreement"), with Cendant Global Services B.V. ("Cendant"), the owner of the CENTURY 21® brand, to acquire the exclusive right to use the CENTURY 21® brand and operation system in the PRC, from year 2000 to 2025 and is extendable at the Group's election for unlimited additional terms of 25 years upon payment of renewal fees of US$4.5 million for each renewal. Cendant Corporation, Cendant's parent company, subsequently restructured their business and spun off Cendant into Realogy. As part of this spin-off, Cendant assigned its rights under the Master Franchise Agreement to Realogy. | ||||||||||||||
The Company and its subsidiaries are collectively referred to as the "Group". | ||||||||||||||
b) | ||||||||||||||
Reorganization | ||||||||||||||
The Company was established in the Cayman Islands in 2005 and subsequently reorganized on August 24, 2006 to be the holding company of its subsidiaries to facilitate investments by private equity investors (the "Reorganization"). To complete the Reorganization, entities that were held by Beijing Xinye Jia Yuan Real Estate Consulting Co., Ltd. ("Xinye"), a wholly-owned foreign enterprise, which were under the common control of Mr. Donald Zhang and Mr. Harry Lu, were transferred to the Company. These entities held by Xinye were: | ||||||||||||||
Name | Place of | % of | Effective date of | Principal activity | ||||||||||
registration / | Ownership | transfer to the | ||||||||||||
operation | held by | Company | ||||||||||||
Xinye | ||||||||||||||
1 | Shanghai Yaye Real Estate Brokerage Co., Ltd. ("IFM SH") | PRC | 51 | % | 4-Dec-08 | Real estate franchising | ||||||||
2 | Beijing Aifeite International Franchise Consulting Company Ltd. ("IFM Beijing") | PRC | 11 | % | 12-Aug-08 | Real estate franchising | ||||||||
3 | Xiamen Shijitonghe Real Estate Consultant Co., Ltd. ("Xiamen") | PRC | 10 | % | 26-Dec-08 | Real estate franchising | ||||||||
4 | Shandong Jinan Sanlian Real Estate Brokerage Co., Ltd. ("Shandong") | PRC | 15 | % | Dec 4,2006 | Real estate franchising | ||||||||
5 | Shaanxi Lide Industry Investments Co., Ltd. ("Xian") | PRC | 10 | % | 9-Feb-09 | Real estate franchising | ||||||||
The above entities were owned by Xinye and were transferred to the Company upon the completion of the Reorganization on February 9, 2009. | ||||||||||||||
Since Xinye and the Company were under common control of Mr. Donald Zhang and Mr. Harry Lu, the accompanying consolidated financial statements have been prepared as if the current corporate structure had been in existence throughout the years presented. | ||||||||||||||
c) | ||||||||||||||
Major subsidiaries, variable interest entities ("VIE") and equity investments | ||||||||||||||
As of December 31, 2013, the Company's major subsidiaries, VIEs and equity investments are listed below. | ||||||||||||||
Name | Date of | Place of | % of | Relationship | Principal activity | |||||||||
Incorporation | Incorporation | Ownership | with the | |||||||||||
held by the | Company | |||||||||||||
Company | ||||||||||||||
Subsidiaries | ||||||||||||||
1 | IFM Company Ltd. ("IFM Co.") | 4-Oct-99 | Cayman Islands | 100 | % | Subsidiary | Holding franchise right | |||||||
2 | Beijing Aifeite International Franchise Consulting Company Ltd. ("IFM Beijing") | 1-Mar-00 | PRC | 100 | % | Subsidiary | Real estate franchising | |||||||
3 | Genius Nation Investments Ltd. ("Genius") | May 18, 2006 | British Virgin Islands | 100 | % | Subsidiary | Investment holding | |||||||
4 | Shanghai Ruifeng Real Estate Investments Consultant Co., Ltd. ("Shanghai Ruifeng") | 28-Sep-06 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
5 | Beijing Anxin Ruide Real Estate Brokerage Co., Ltd.("Beijing Anxin") | 19-Oct-06 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
6 | Shanghai Anshijie Real Estate Consultant Co., Ltd. ("Anshijie") | 28-Nov-06 | PRC | 100 | % | Subsidiary | Investment holding | |||||||
7 | Beijing Kaisheng Jinglue Guarantee Co., Ltd., ("MMC BJ") | 13-Aug-07 | PRC | 100 | % | Subsidiary | Real estate mortgage brokerage service | |||||||
8 | Kaisheng Jinglue (Shanghai) Investment Management Co., Ltd. ("MMC SH") | 8-Apr-08 | PRC | 100 | % | Subsidiary | Real estate mortgage brokerage service | |||||||
9 | Beijing IFM International Real Estate Brokerage Co., Ltd. ("IFM BJ Broker") | May 27, 2008 | PRC | 100 | % | Subsidiary | Real estate franchising | |||||||
10 | Beijing IFM Investment Managements Limited ("IFM BJ Inv") | 27-Sep-08 | PRC | 100 | % | Subsidiary | Investment holding | |||||||
11 | Shanghai Ruifeng Investment Managements Limited ("Ruifeng Inv") | 20-Nov-08 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
12 | Beijing Huachuang Xunjie Technology Co., Ltd. ("Huachuang") | July 16, 2009 | PRC | 100 | % | Subsidiary | Software development and licensing | |||||||
13 | Business Vision Management Consultants Limited ("BVMC") | 18-Sep-09 | HK | 85 | % | Subsidiary | Investment holding | |||||||
14 | Beijing Kaicheng Huaxin Investment Consultants Limited ("PRI") | 20-Oct-09 | PRC | 70 | % | Subsidiary | Primary residential properties market advisory service | |||||||
15 | Beijing Xinrui Shijiao Business Managements Consultant Co., Ltd. ("COM") | 4-Jan-10 | PRC | 85 | % | Subsidiary | Commercial properties market advisory service | |||||||
16 | Shenzhen Kaian Investments Guarantee Co., Ltd ("Kaian") | 10-Mar-10 | PRC | 100 | % | Subsidiary | Real estate mortgage brokerage service | |||||||
17 | Tianjin Shiji TianRe Investment Management Company Ltd. ("TianRe Co., Ltd.") | 21-Jul-10 | PRC | 75 | % | Subsidiary | Fund management | |||||||
18 | Beijing Kudiantongfang Technology Co., Ltd. ("Kudian") | Apr 6,2011 | PRC | 100 | % | Subsidiary | Software development and licensing | |||||||
19 | GuangZhou Anshijie Real Estate Brokerage Co., Ltd. ("GZASJ") | Jun 10,2011 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
20 | Sichuan Ruichangyuan Investment management Co., Ltd. ("CD Ruichuangyuan") | Jun 20,2011 | PRC | 100 | % | Subsidiary | Investment and management consulting | |||||||
21 | Beijing SG Xinrui Real Estate Brokerage Co., Ltd. | Aug 4,2011 | PRC | 55 | % | Subsidiary | Primary real estate agency service | |||||||
22 | City Integrated Residential Services (China) Limited ("CIR")* | 25-Oct-00 | HK | 100 | % | Subsidiary | Investment holding | |||||||
23 | CIR Real Estate Consultant (Shenzhen) Co., Ltd. ("Shenzhen CIR")* | 15-Sep-05 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
24 | Shanghai Yaye Real Estate Brokerage Co., Ltd. ("IFM SH")* | 29-Sep-02 | PRC | 100 | % | Subsidiary | Real estate franchising | |||||||
25 | Chengdu Yize Real Estate Brokerage Co., Ltd. ("IFM CD")* | Sept 4,2003 | PRC | 100 | % | Subsidiary | Real estate franchising | |||||||
26 | Chengdu Yichuan Real Estate Brokerage Co., Ltd. ("Chengdu Yichuan")* | 28-Jun-06 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
27 | Sichuan Yidao Real Estate Brokerage Co., Ltd.("MMC CD")* | 4-Mar-04 | PRC | 100 | % | Subsidiary | Real estate mortgage brokerage service | |||||||
28 | SG International Investments Limited ("Shanggu")* | Jan 25,2011 | Cayman Islands | 55 | % | Subsidiary | Investment holding | |||||||
29 | SG Strategic Investments (Hong Kong) Limited ("SG HK")* | Feb 23,2011 | HK | 55 | % | Subsidiary | Investment holding | |||||||
30 | Beijing SG New Century Consulting Service Company* | May 19,2011 | PRC | 55 | % | Subsidiary | Primary real estate agency service | |||||||
31 | Shenzhen Quancheng Management Services Co.Ltd | Oct 30,2012 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
32 | Sichuan Ruichuan Real Estate Brokerage Co., Ltd. ("Sichuan Ruichuan")* | Nov 23,2011 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
33 | Shanghai Xinjie Real Estate Agency Ltd. | Jan 6,2013 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
34 | Beijing Anxin Chuangfu Property management Co. Ltd. | Sep 28,2013 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
VIEs and VIEs' Subsidiaries | ||||||||||||||
1 | Beijing Huaxing Tianye Investment Management Co., Ltd ("Huaxing") | 6-Sep-10 | PRC | 100 | % | VIE | Investment management | |||||||
2 | Beijing Kaisheng Chuangfu Investment Co., Ltd ("Chuangfu") | 6-Sep-10 | PRC | 100 | % | VIE | Investment management | |||||||
3 | Beijing Longhe Weiye Real Estate Brokerage Co., Ltd. ("Anxin Inv") | Nov 24,2010 | PRC | 100 | % | VIE | Real estate brokerage service | |||||||
4 | Beijing Hui Jin Mortgage Limited Company ("Hui Jin") | Sep 10,2009 | PRC | 100 | % | Subsidiary | Real estate mortgage brokerage service | |||||||
Equity Investments | ||||||||||||||
1 | Shaanxi Lide Industry Investments Co., Ltd. ("Xian") | 12-Dec-06 | PRC | 10 | % | Investment under | Real estate franchising | |||||||
the equity method | ||||||||||||||
2 | Tianjin Shiji TianRe Equity Investment Fund Management Limited Partnership ("Fund Management Partnership") | July 21, 2010 | PRC | 75 | % | Investment under | Fund management | |||||||
the equity method | ||||||||||||||
3 | Tianjin Shiji TianRe Equity Fund Limited Partnership ("TianRe Fund I") | 19-Aug-10 | PRC | 4.14 | % | Investment under | Fund investment | |||||||
the equity method | ||||||||||||||
*—The subsidiaries marked with * were acquired by the Group through business combination. | ||||||||||||||
d) | ||||||||||||||
Liquidity | ||||||||||||||
The Group's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Group incurred a net loss of approximately RMB340.4 million for the year ended December 31, 2011, net loss of approximately RMB50.1 million for the year ended December 31, 2012, and net loss of approximately RMB85.9 million for the year ended December 31, 2013.The net cash used in operating activities was approximately RMB315.0 million for the year ended December 31, 2011, the net cash used in operating activities was approximately RMB31.7 million for the year ended December 31, 2012, and the net cash used in operating activities was approximately RMB34.6 million for the year ended December 31,2013. Accumulated deficit was RMB691.9 million and RMB774.9 million as of December 31, 2012 and 2013, respectively. The Group assesses its liquidity by considering its ability to generate cash to fund its operations, its ability to attract investors and its ability to borrow funds on favorable economic terms. Historically, the Group has relied principally on both operational sources of cash, as well as non-operational sources of financing, from related parties and outside investors, to fund its operations and capital expansion needs. Furthermore, the Company received gross proceeds of RMB557.5 million from its initial public offering on the New York Stock Exchange on January 28, 2010. Since then, the Group has utilized a significant amount of cash on hand and the proceeds from initial public offering to open more sales offices in Beijing, Shanghai, Shenzhen and Chengdu as the Group expanded its network of company-owned brokerage services throughout the first quarter of 2011, and to expand its mortgage management services and primary and commercial services throughout 2012 and 2013. The Group has reduced the number of sales offices from 386 as of December 31, 2011 to 321 as of December 31, 2012, and continues to reduce the number of sales office to 260 as of December 31, 2013. As a result, the Group expects to incur less fixed costs for company-owned brokerage services with less sales offices and less sales staff. The Group's consolidated financial statements have been prepared on a going concern basis. | ||||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||
a) | ||||||||||||||
Basis of preparation and consolidation | ||||||||||||||
The Group's consolidated financial statements include the financial statements of the Company, its subsidiaries and its VIEs for which the Company is the primary beneficiary. All transactions and balances among the Company, its subsidiaries and its VIEs have been eliminated upon consolidation. The consolidated financial statements have been prepared on a historical cost basis to reflect the financial position and results of operations of the Group in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). | ||||||||||||||
The Reorganization as described in Note 1(b) above has been accounted for as a reorganization of businesses under common control in a manner similar to a pooling of interests. Accordingly, the accompanying consolidated financial statements of the Group include the assets and liabilities of the subsidiaries at their historical carrying amounts. In addition, the accompanying consolidated statements of operations, consolidated balance sheets and consolidated statements of cash flows include the results of operations and cash flows of the Group, as if the current group structure had been in existence throughout the years presented. | ||||||||||||||
A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting powers, or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. | ||||||||||||||
A VIE is an entity in which the Company, or its subsidiary, through contractual agreements, has controlling financial interest of the entity. The Company or its subsidiary is considered to be the primary beneficiary if the Company or its subsidiary has the power to direct the activities that most significantly impact the VIE's economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. | ||||||||||||||
Investments in business entities, including a limited partnership (see Note 7), in which the Group does not have control but has the ability to exercise significant influence over operating and financial policies or is the general partner, are accounted for using the equity method. | ||||||||||||||
b) | ||||||||||||||
Use of estimates | ||||||||||||||
The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Significant accounting estimates reflected in the Group's consolidated financial statements mainly include the useful lives of property and equipment and intangible assets, allowance for doubtful accounts, allowance for loan impairment, provision for losses associated with the interim financial guarantees, valuation allowance of deferred tax assets, and purchase price allocation relating to business combinations as well as property and equipment and goodwill and intangible assets impairment assessment. In addition, the Group uses assumptions in the valuation model to estimate the fair value of share options granted. The Group bases its estimates of the carrying value of certain assets and liabilities on historical experience and on other various factors that they believe to be reasonable under the circumstances, when the carrying values are not readily available from other sources. | ||||||||||||||
c) | ||||||||||||||
Convenience translation | ||||||||||||||
Translations of balances in the consolidated statements of operations, consolidated balance sheets and consolidated statements of cash flows from RMB into United States dollars ("US$") as of and for the year ended December 31, 2013 are solely for the convenience of the reader and were calculated at the rate of US$1.00 =MB6.0537, representing the rate as certified by the H.10 weekly statistical release of the Federal Reserve Board on December 31, 2013. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2013, or at any other rate. | ||||||||||||||
d) | ||||||||||||||
Cash and cash equivalents and cash in bank-time deposits | ||||||||||||||
Cash and cash equivalents consist of cash on hand, time deposit and structured deposits which are unrestricted as to withdrawal or use, and which have maturities of three months or less. | ||||||||||||||
Cash in bank-time deposits consist of time deposits with banks with maturities of more than three months and less than one year. | ||||||||||||||
e) | ||||||||||||||
Restricted cash | ||||||||||||||
The restricted cash relates to (i) initial sales deposits received from the property buyers on behalf of the property sellers during the purchase process, which are deposited into designated bank accounts, and (ii) cash proceeds related to National Advertising Fund (as defined in Note 2(k)) for marketing purposes on behalf of its franchisees. The total amount of restricted cash was approximately RMB18.0 million and RMB13.2 million as of December 31, 2012 and 2013, respectively. | ||||||||||||||
f) | ||||||||||||||
Accounts receivable | ||||||||||||||
Accounts receivable represent amounts recognized as revenue which have yet to be received from customers and franchisees. The Group accrues an allowance for doubtful accounts for those receivable balances which are unlikely to be collected based on management's analysis and estimates. Accounts receivable are stated net of the allowance for doubtful accounts. | ||||||||||||||
g) | ||||||||||||||
Property and equipment | ||||||||||||||
Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives: | ||||||||||||||
Computers and software | 5 years | |||||||||||||
Furniture, fixtures and equipment | 5 years | |||||||||||||
Vehicles | 5 years | |||||||||||||
Leasehold improvements | Shorter of lease term or estimated useful lives of assets | |||||||||||||
Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of the property and equipment, are expensed as incurred. Gains and losses from the disposal of property and equipment are included in income (loss) from operations. | ||||||||||||||
h) | ||||||||||||||
Intangible assets | ||||||||||||||
Intangible assets as of December 31, 2012 and 2013 consisted of: | ||||||||||||||
i) | ||||||||||||||
CENTURY 21® franchise rights acquired from Realogy represent the rights to use and sub-franchise the CENTURY 21® brand in the PRC for an initial period of 25 years (see Note 11). The Group amortizes intangible assets over their estimated useful lives on a straight-line basis. | ||||||||||||||
ii) | ||||||||||||||
Acquired intangible assets include the reacquired CENTURY 21® franchise rights, customer relationships, real estate listing databases, trademark, and sub-franchisee base, brand name and mortgage credit license (see Note 11). Acquired intangible assets are recorded at fair value on the acquisition date and the Group amortizes the definite-lived intangible assets over their estimated useful lives on a straight-line basis. The value of indefinite-live intangible assets is not amortized, but tested for impairment annually on November 30 of each year, or whenever events or changes in circumstances indicate the carrying value of the assets may not be recoverable. | ||||||||||||||
The useful lifes of intangible assets are summarized as below: | ||||||||||||||
Century 21 franchise rights from Realogy | 25 years | |||||||||||||
Reacquired Century 21 franchise rights | Remaining contractual life at acquisition date | |||||||||||||
Customer relationship | 7/10 years | |||||||||||||
Real estate listing database | 10 years | |||||||||||||
Trademark | 10 years | |||||||||||||
Sub-franchisee Base | 2.9 years | |||||||||||||
Brand name | Indefinite-live | |||||||||||||
Mortgage credit license | 18.7 years | |||||||||||||
i) | ||||||||||||||
Goodwill and indefinite-lived intangible assets | ||||||||||||||
Goodwill represents the excess of costs over fair value of assets of businesses acquired. Any shortfall represents the amount of goodwill impairment. Commencing in September 2011, the Company adopted the Financial Accounting Standards Board ("FASB") revised guidance on "Testing of Goodwill for Impairment." Under this guidance, the Company has the option to choose whether it will apply the qualitative assessment first and then the quantitative assessment, if necessary, or to apply the quantitative assessment directly. The Group chooses to apply the quantitative assessment directly. The Group completes a two-step goodwill impairment test annually or more frequently if circumstances indicate impairment may have occurred. The first step compares the fair value of each reporting unit to its carrying amount. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit's goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. | ||||||||||||||
Intangible assets with an indefinite life are tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. The impairment test consists of a comparison of the fair value of the intangible assets to its carrying amount. If the carrying amount exceeds the fair value, an impairment loss is recognized equal in amount to that excess. | ||||||||||||||
The Group reviews the carrying amounts of goodwill and other indefinite-lived intangible assets at November 30 each year to determine if such assets may be impaired. Goodwill impairment losses for the years ended December 31, 2011, 2012 and 2013 were RMB30.6 million, RMB10.8 million and RMB 20.4 million respectively. For indefinite-lived intangible assets, there is no impairment losses incurred for all the years presented. | ||||||||||||||
Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit and the goodwill impairment losses. | ||||||||||||||
j) | ||||||||||||||
Impairment of long-lived assets | ||||||||||||||
The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group assesses the recoverability of the long-lived assets by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition where the fair value is lower than the carrying value, measurement of an impairment loss is recognized in the statements of operations for the difference between the fair value, using the expected future discounted cash flows, and the carrying value of the assets. No impairment of long-lived assets was recognized for the years presented. | ||||||||||||||
k) | ||||||||||||||
Revenue recognition | ||||||||||||||
The Group recognizes revenue where there is persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Revenues are recorded net of sales related taxes and discounts. | ||||||||||||||
Company-Owned Brokerage Services | ||||||||||||||
As an owner-operator of real estate brokerages, the Group assists customers in listing, marketing, selling, leasing and finding secondary properties and earns brokerage commissions. Brokerage commissions earned are recorded as revenue upon the signing of a real estate sales and purchase agreement between the buyer and the seller or rental agreement between the tenant and the landlord. The signing of such agreements is the evidence of recognition of the provision of the Group's services by the customers. | ||||||||||||||
Under primary property projects, the Group recognizes the commission revenue when the relevant purchase contract between property developers and property buyers become unconditional or irrevocable, and the services as stipulated in the agency contracts have been rendered by the Group. The Group may also be entitled to earn additional revenue on the agency services if certain sales and other performance targets are achieved, such as total volume over a pre-determined period. These additional agency service revenues are recognized when the Group has accomplished the required targets. | ||||||||||||||
The staff commissions are recognized concurrently with the associated brokerage commission revenues, which are upon executing the sales and purchase agreement or rental agreement, and are presented as part of commissions and other agent-related costs in the consolidated statements of operations. | ||||||||||||||
Primary and Commercial Services | ||||||||||||||
The Group provides marketing and sales agency services to real estate developers. The Group recognizes the commission revenue for residential properties when the relevant purchase contract between property developers and property buyers becomes unconditional or irrevocable, and the services as stipulated in the agency contracts have been rendered by the Group. The Group may also be entitled to earn additional revenue on the agency services if certain sales and other performance targets are achieved, such as total volume over a pre-determined period. These additional agency service revenues are recognized when the Group has accomplished the required targets. | ||||||||||||||
For the commercial properties, the Group recognizes commission revenue when the relevant purchase contract between the property developer and the property buyer becomes unconditional or irrevocable, the services as stipulated in the relevant agency contracts have been rendered by the Group, and the purchase amount set forth in the relevant purchase contract has been received by the property developer. Therefore, the Group recognizes commission revenue in installments in proportion to the purchased amount that has been received by the property developer under the relevant purchase contract, or in installments as agreed with the developers under the contractual terms. | ||||||||||||||
The Group provides real estate consulting and agency services to commercial property developers. The Group recognizes revenue on consulting services when it has completed its services. | ||||||||||||||
Mortgage Management Services | ||||||||||||||
The Group provides mortgage management services, many of which are provided in connection with the company-owned brokerage services business. The mortgage management services income related to home mortgage loans and home equity loans is recognized when the mortgage loan funds are disbursed by banks to the customers. Commencing from the third quarter of 2010, the Group began to offer entrusted and mortgage credit loans to consumers. Income for the entrusted and mortgage credit loans is recognized in the income statement over the lives of the loans, based on effective interest rates. The Group reviews the carrying amounts of entrusted and mortgage credit loans at each quarter end or more frequently if circumstances indicate impairment may have occurred. The Group did not incur any impairment losses on the entrusted and mortgage credit loans for the years ended December 31, 2011, 2012 and 2013. | ||||||||||||||
Since 2013 the Group's entrusted and mortgage credit loan services have been improved by performing property refinancing activities, through which certain individuals offer loans to consumers after receiving financing from the Group and then transfer such loans, entirely or partially to third party investors. The Group act as guarantors for such loans and remain responsible for the repayment of loans by the consumers. The interest to investors to whom the loans are transferred is recognized as an operating cost over the lives of the loans, based on the effective interest rates. | ||||||||||||||
Franchise Services | ||||||||||||||
The Group recognizes franchise fee revenue as earned. Franchise revenue includes initial franchise fees, which are generally non-refundable and recognized by the Group as revenue when all services or conditions relating to the initial franchise fee have been performed and the Group has fulfilled all its commitments and obligations (generally when a franchisee commences its operations under the CENTURY 21® brand). Franchise revenue also consists of recurring franchise fees received from the Group's franchisees. The recurring franchise fees received are primarily based on the higher of a percentage of the franchisees' monthly gross income or a fixed minimum monthly amount. The recurring franchise fees are accrued as the underlying franchisee revenue is earned. For the years ended December 31, 2011, 2012 and 2013, the Group's initial franchise fees were RMB10.3 million, RMB5.4 million and RMB2.5 million, respectively. As of December 31, 2013, we had 675 franchised sales offices and 250 company-owned sales offices in operation, compared to 603 franchised sales offices and 317 company-owned sales offices in operation at the end of year 2012. | ||||||||||||||
The Group also collects marketing fees from its franchisees and utilizes such fees to fund advertising campaigns on behalf of its franchisees (known as National Advertising Fund, or NAF). The NAF collected from the franchisees are restricted cash and correspond to the policy on restricted cash (see Note 2(e)). Management fee income of NAF, which is 15% of marketing fees collected from franchisees, is recognized in proportion to the NAF spent during the reporting periods. | ||||||||||||||
l) | ||||||||||||||
Loans receivable and allowance for loans receivable | ||||||||||||||
Entrusted and mortgage credit loans provided to customers are reported at their outstanding principal balances net of any unearned income and unamortized deferred fees and costs. Loans transferred to investors are reported as loans payable at the outstanding principal net of any interest costs prepaid. Loan origination fees and certain direct origination costs are deferred and recognized as adjustments to income over the lives of the related loans. Based on management's initial intent and ability with regard to those loans, all the loans are held-for-investment and are classified as Loans receivables, net of unearned income on the Consolidated Balance Sheets, and the related cash flows are included within the cash flows from investing activities category in the Consolidated Statement of Cash Flows on the lines Loan issuance and Receipt of loan principals. Cash flows from the transfer of the loans and the redemption of the loan principals are included within the cash flows from financing activities category in the Consolidated Statement of Cash Flows on the lines Transfer of loan receivable and Repurchase of loan. | ||||||||||||||
Since 2013 the Group's entrusted and mortgage credit loan services have been improved by property refinancing activities, through which certain individuals offer loans to consumers after receiving financing from the Group and then transfer such loans, entirely or partially to third party investors. The Group act as guarantors for such loans and remain responsible for the repayment of loans by the consumers. The Group treats the property refinancing activities as one continuing operating business of mortgage management services. Therefore, the cash flows related to these activities were included within the cash flows from operating activities category in the Consolidated Statement of Cash Flows on the lines Receipt of loan principals and Issuance/repurchase of loan. The cash flows associated with the property refinancing activities are presented as below: | ||||||||||||||
For the year | ||||||||||||||
ended | ||||||||||||||
December 31, | ||||||||||||||
2013 | ||||||||||||||
Cash flow from operating activities | ||||||||||||||
Loan issuance through property refinancing activities | (85,135 | ) | ||||||||||||
Receipt of loan principals through property refinancing activities | 20,705 | |||||||||||||
Transfer of loans through property refinancing activities | 78,900 | |||||||||||||
Repurchase of loans through property refinancing activities | (22,490 | ) | ||||||||||||
Interests received from borrowers | 11,912 | |||||||||||||
Interests paid to investors | (3,109 | ) | ||||||||||||
Cash flow from investing activities | ||||||||||||||
Loan issuance through original property refinancing activities | (56,100 | ) | ||||||||||||
Receipt of loan principals through original property refinancing activities | 49,099 | |||||||||||||
Cash flow from financing activities | ||||||||||||||
Transfer of loans through original property refinancing activities | 74,370 | |||||||||||||
Repurchase of loans through original property refinancing activities | (62,143 | ) | ||||||||||||
As a general policy, interest accrual ceases when monthly interest payments are 90 days contractually past due. | ||||||||||||||
Allowance for loan impairment represents management's best estimate of probable impairment inherent in the portfolio, as well as probable impairment related to large individually evaluated impaired attribution of the allowance is made for analytical purposes only, and the entire allowance is available to absorb probable loan impairment inherent in the overall portfolio. Additions to the allowance are made through the provision for loan impairment. Loan impairments are deducted from the allowance, and subsequent recoveries are added. | ||||||||||||||
We did not recognize any impairment of loans receivable for the years ended December 31, 2011, 2012 and 2013 as we have collected back all loans with no default so far. | ||||||||||||||
m) | ||||||||||||||
Deferred revenue | ||||||||||||||
Deferred revenue generally consists of advances of brokerage commissions from customers for company-owned brokerage services and advances received from customers for mortgage management services fees paid, and they are recognized and transferred to revenue when the mortgage loan funds are disbursed by banks to the customers. | ||||||||||||||
n) | ||||||||||||||
Advertising expenses | ||||||||||||||
Advertising costs are expensed as incurred. Advertising-related expenses, including promotional expenses and production costs of marketing materials, amounted to RMB51.9 million, RMB25.2 million and RMB45.9 million during the years ended December 31, 2011, 2012 and 2013, respectively. | ||||||||||||||
o) | ||||||||||||||
Business taxes, value added taxes and related surcharges | ||||||||||||||
The Group is subject to business tax and related surcharges on the services provided in the PRC. Such tax is levied based on revenue at an applicable rate between 5.6% and 5.65% and is recorded as a reduction of revenues. | ||||||||||||||
On November 16, 2011, the PRC Ministry of Finance and the State Administration of Taxation jointly issued the Implementation Measures on the Pilot Progress of Replacing the Business Tax with a Value-Added Tax in Transport and some Modern Service Industries. On July 31, 2012, the PRC Ministry of Finance and the State Administration of Taxation jointly issued the Notice on expanding the Pilot Progress of Replacing the Business Tax with a Value-Added Tax to Beijing and other 8 provinces and cities. According to the VAT pilot progress rules, The VAT pilot rules change the charge of sales tax from business tax to VAT for certain service industries, including consulting service and advertising industries, in Shanghai, Beijing and Shenzhen. Some of our subsidiaries located in Beijing, fall within the pilot arrangements and are recognized as VAT general taxpayers at the rate of 6% and stop paying business tax from September 1, 2012 onward. | ||||||||||||||
p) | ||||||||||||||
Foreign currency translation | ||||||||||||||
The functional currency of the Company and its subsidiaries is RMB. Transactions denominated in currencies other than RMB are translated into RMB at the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are included in the consolidated statements of operations. | ||||||||||||||
q) | ||||||||||||||
Fair value measurements | ||||||||||||||
The Group's financial instruments include cash and cash equivalents, restricted cash, accounts receivable, amounts due from/to related parties, loans receivable, prepaid and other current assets, equity investments, non-current assets, accounts payable, financial guarantees, accrued expenses, other liabilities and long-term deposits payable. The carrying amounts of these financial instruments approximate their fair values. A three-tier hierarchy is established which prioritizes the inputs used in the valuation methodologies in measuring fair value: | ||||||||||||||
Level 1—observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||||||||||||||
Level 2—include other inputs that are directly or indirectly observable in the marketplace. | ||||||||||||||
Level 3—unobservable inputs which are supported by little or no market activity. | ||||||||||||||
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | ||||||||||||||
The following table sets forth the financial instruments, measured at fair value, by level within the fair value hierarchy as of December 31, 2012 and 2013. | ||||||||||||||
Fair value measurement at | ||||||||||||||
reporting date using | ||||||||||||||
Items | As of | Quoted | Significant | Significant | ||||||||||
December 31, | Prices in | Other | Unobservable | |||||||||||
2012 | Active | Observable | Inputs | |||||||||||
Markets for | Inputs | (Level 3) | ||||||||||||
Identical | (Level 2) | |||||||||||||
Assets | ||||||||||||||
(Level 1) | ||||||||||||||
Cash equivalents | 106,000,000 | — | 106,000,000 | — | ||||||||||
Contingent consideration payable | 33,773,915 | — | — | 33,773,915 | ||||||||||
| | | | | | | | | | | | | | |
Total | 139,773,915 | — | 106,000,000 | 33,773,915 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Fair value measurement at | ||||||||||||||
reporting date using | ||||||||||||||
Items | As of | Quoted | Significant | Significant | ||||||||||
December 31, | Prices in | Other | Unobservable | |||||||||||
2013 | Active | Observable | Inputs | |||||||||||
Markets for | Inputs | (Level 3) | ||||||||||||
Identical | (Level 2) | |||||||||||||
Assets | ||||||||||||||
(Level 1) | ||||||||||||||
Cash equivalents | 78,508,682 | — | 78,508,682 | — | ||||||||||
Contingent consideration payable | 5,622,887 | — | — | 5,622,887 | ||||||||||
| | | | | | | | | | | | | | |
Total | 84,131,569 | — | 78,508,682 | 5,622,887 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Cash Equivalents | ||||||||||||||
The Company's cash equivalents mainly consist of time deposits and structured deposits placed with banks which are unrestricted as to withdraw or use and which have maturities of three months or less. The fair values of time deposits and structured deposits are determined based on the pervasive interest rates in the market, which are also the interest rates as stated in the contracts with the banks. The Company classifies the valuation techniques that use the pervasive interest rates input as Level 2 of fair value measurements. This is because there generally are no quoted prices in active markets for identical time deposits at the reporting date. Hence, in order to determine the fair value, the Company must use observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||||||||
Contingent consideration payable | ||||||||||||||
The following summarizes the Group's contingent consideration payable as of December 31, 2013 (in RMB thousands). | ||||||||||||||
Balance as of December 31, 2012 | 33,774 | |||||||||||||
Settlements | (5,979 | ) | ||||||||||||
Total gains or losses for the period | (22,172 | ) | ||||||||||||
| | | | | ||||||||||
Balance as of December 31, 2013 | 5,623 | |||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
Contingent consideration payable arose from the acquisition of SG International Investments Limited ("Shanggu") (note 2(u) and 9) and was valued based on estimated outcomes of the contingency and their probabilities. The Group classifies the valuation techniques that use these inputs as Level 3. | ||||||||||||||
The Group determined the fair value of the contingent consideration liability based on a probability-weighted cash flow analysis. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The fair value of the contingent consideration liability associated with those future earn-out payments was based on several factors including: | ||||||||||||||
• | ||||||||||||||
Collected cash to revenue ratio, which reflected the acquired business' ability to collect cash generated from revenue; | ||||||||||||||
• | ||||||||||||||
The estimated profit performance of the acquired business in the earn-out periods based on scenario analysis; | ||||||||||||||
• | ||||||||||||||
The estimated probability of achieving the pre-determined profit performance target in the earn-out period; and | ||||||||||||||
• | ||||||||||||||
Discount rate which reflected the uncertainty associated with payments of contingent consideration; | ||||||||||||||
The fair value of contingent consideration was determined to be RMB 11.6 million based on the actual profit performance of Shanggu for the two years ended June 30, 2013. Thereafter, the fair value of contingent consideration was subject to adjustment according to the collectability of account receivables of Shanggu. The installment paid for the contingent consideration was RMB 6.0 million for the year ended December 31, 2013. | ||||||||||||||
The following summarizes the net change in fair value recorded for the years ended December 31, 2012 and 2013: | ||||||||||||||
Years ended | ||||||||||||||
December 31, | ||||||||||||||
2012 | 2013 | |||||||||||||
Net change in fair value in contingent consideration | 10,453 | 22,172 | ||||||||||||
Net change in fair value in post-employees' options | 1,536 | (103 | ) | |||||||||||
| | | | | | | | |||||||
Total net change in fair value | 11,989 | 22,069 | ||||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Determination of the fair value of contingent consideration payable requires significant management judgment, including the judgment in estimating future cash flows and receivable collectability, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for the contingent consideration payable. | ||||||||||||||
The following are other financial instruments not measured at fair value in the balance sheets but for which the fair value is estimated for disclosure purposes. | ||||||||||||||
Short-Term Receivables, Loan receivables and Payables | ||||||||||||||
Accounts receivable, loan receivables and prepaid and other current assets are financial assets with carrying values that approximate fair value due to their short term nature. Accounts payable, accrued expenses and other current liabilities are financial liabilities with carrying values that approximate fair value due to their short term nature. The Company estimated fair values of short-term receivables and payables using the discounted cash flow method. The Company classifies the valuation technique as Level 3 of fair value measurement, as it uses estimated cash flow input which is unobservable in the market. | ||||||||||||||
Other non-current assets and Long-term deposits payable | ||||||||||||||
Other non-current assets are financial assets with carrying values that approximate fair value due to the change in fair value after considering the discount rate, being immaterial. Long-term deposits payable are financial liabilities with carrying values that approximate fair value due to the change in fair value after considering the discount rate, being immaterial. The Company estimated fair values of prepaid non-current assets and long-term accounts payable using the discounted cash flow method. The Company classifies the valuation technique as Level 3 of fair value measurement, as it uses estimated cash flow input which is unobservable in the market. | ||||||||||||||
Assets Measured at Fair Value on a Nonrecurring Basis | ||||||||||||||
The following table sets forth assets measured at fair value on a nonrecurring basis by level within the fair value hierarchy as of December 31, 2013: | ||||||||||||||
Fair value measurement at | ||||||||||||||
reporting date using | ||||||||||||||
Items | As of | Quoted | Significant | Significant | ||||||||||
December 31, | Prices in | Other | Unobservable | |||||||||||
2013 | Active | Observable | Inputs | |||||||||||
Markets for | Inputs | (Level 3) | ||||||||||||
Identical | (Level 2) | |||||||||||||
Assets | ||||||||||||||
(Level 1) | ||||||||||||||
Goodwill | 83,558,503 | — | — | 83,558,503 | ||||||||||
| | | | | | | | | | | | | | |
Total | 83,558,503 | — | — | 83,558,503 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Goodwill | ||||||||||||||
Goodwill represents the excess of the purchase price over the fair value of identifiable assets and liabilities acquired as a result of the Company's acquisition of interests in its subsidiaries. In 2013, the goodwill impairment loss was RMB20.4 million (US$3.4 million). See Note 10—Goodwill. | ||||||||||||||
r) | ||||||||||||||
Share-based compensation | ||||||||||||||
The Company issues share options granted under a share incentive plan. We use a fair-value based method to account for share-based compensation. Accordingly, share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employees' requisite service period. For options that were granted with performance conditions which vest subsequent to our initial public offering, share-based compensation expenses would be recognized upon the offering using the graded-vesting method. Share-based compensation for the remaining options granted with service conditions are recognized using straight-line method, net of a forfeiture rate, over the requisite service period of the award, which is the vesting term, based on the fair value of the award on the grant date. Share-based compensation expense is charged to additional paid-in capital section in the consolidated balance sheets. In determining the fair value of share options granted, the Black-Scholes valuation model is applied. | ||||||||||||||
s) | ||||||||||||||
Business Combinations | ||||||||||||||
The Company accounts for business combinations using the acquisition method and accordingly, the identifiable assets acquired, the liabilities assumed, and any non controlling interest in the acquiree are recorded at their acquisition date fair values. Goodwill represents the excess of the purchase price over the fair value of net assets, including the amount assigned to identifiable intangible assets. The primary drivers that generate goodwill are the value of synergies between the acquired entities and the Company and the acquired assembled workforce, neither of which qualifies as an identifiable intangible asset. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the Consolidated Financial Statements from the acquisition date. | ||||||||||||||
t) | ||||||||||||||
Equity investments | ||||||||||||||
For the investments in business entities accounted for using the equity method, the Group's share of the post-acquisition profits or losses is recognized in the consolidated statements of operations and its share of post-acquisition movements in reserves is recognized in reserves. When the Group's share of losses in a business entity equals or exceeds its interest in this entity, the Group does not recognize further losses, unless the Group has incurred obligations or made payments on behalf of the business entity. | ||||||||||||||
The Group reviews such for impairment whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. Investments identified as having an indication of impairment are subject to further analysis to determine if the impairment is other-than-temporary and this analysis requires estimating the fair value of the investments. The fair value determination, particularly for investments in privately-held companies, requires significant judgment to determine appropriate estimates and assumptions. Changes in these estimates and assumptions could affect the calculation of the fair value of the investments and the determination of whether any identified impairment is other-than-temporary. The three equity method investments as of December 31, 2011, 2012 and 2013 were Xian, Fund Management Partnership and TianRe Fund I (see Note 7). No impairment losses were recorded for the year ended December 31, 2011, 2012 and 2013. | ||||||||||||||
u) | ||||||||||||||
Non-controlling interests | ||||||||||||||
In September 2009, the Group established a majority-owned subsidiary, namely BVMC, in which the Group owned an 85% equity interest. In October 2009, the Group established a majority-owned subsidiary, namely PRI, in which the Group owned a 70% equity interest. | ||||||||||||||
On June 14, 2011, the Company initially acquired 55% of the equity interest of Shanggu and will acquire another 35% between 2014 and 2019 at the seller's option which the Company does not control, which is considered a put right. The portion of the non-controlling interest that can be put to the Company is accounted for as a mandatorily redeemable security because redemption is outside of the Company's control and is reported in the mezzanine equity section as redeemable non-controlling interest. The exercise price of this put right is calculated using a formula based on the future net profits of Shanggu. The fair value of the non-controlling interest was calculated using a combination of a discounted cash flow model and market comparables of similar transactions and companies. Before June 30, 2014 when the non-controlling interest is not currently redeemable and it is probable that it will become redeemable, any subsequent changes in the redemption value will be recognized immediately as they occur with the carrying amount adjusted to the redemption value at the end of each reporting period. Subsequent to June 30, 2014, when the non-controlling interest is currently redeemable, its carrying amount will be adjusted to the maximum redemption value as of the balance sheet date for each period end. In the calculation of the Group's net income (loss) per share (notes 2(z) and 9(b)). These adjustments to redemption value are calculated after allocating the net income or loss attributable to this non-controlling interest. These periodic adjustments are reflected only to the extent of any excess of the redemption value over fair value. | ||||||||||||||
On July 21, 2010, TianRe Co., Ltd. was established with 65% of its equity interests owned by the Company. On November 15, 2011, Mr. Kevin Yung, Beijing IFM Investment Managements Limited and Everising Investment Management Company Ltd. entered into a share purchase agreement whereby Mr. Kevin Yung transferred his 10% stake in TianRe Co., Ltd to the Company through IFM BJ Inv for total consideration of RMB1.9 million. The remaining 25% is owned by Everising Investment Management Company Ltd. ("Everising"), a third party investment advisory firm. | ||||||||||||||
As of December 31, 2013, non-controlling interests are comprised of 15% of the net assets of BVMC held by Mr. Cai Yuxiang, 30% of the net assets of PRI held by Ms. Fang Na, 25% of the net assets of TianRe Co., Ltd. held by Everising and 45% of the net assets of Shanggu held by Mr. Wu Jiang, of which 35% is redeemable. | ||||||||||||||
v) | ||||||||||||||
Income tax | ||||||||||||||
Income taxes are accounted for using an asset and liability approach which requires the recognition of income taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Deferred income taxes are determined based on the differences between the accounting basis and the tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws. Deferred tax assets are reduced by a valuation allowance, if based on available evidence, it is considered that it is more likely than not that some portion of or all of the deferred tax assets will not be realized. In making such determination, the Company considers factors including future reversals of existing taxable temporary differences, future profitability, and tax planning strategies. If events were to occur in the future that would allow the Company to realize more of its deferred tax assets than the presently recorded net amount, an adjustment would be made to the deferred tax assets that would increase income for the period when those events occurred. If events were to occur in the future that would require the Company to realize less of its deferred tax assets than the presently recorded net amount, an adjustment would be made to the valuation allowance against deferred tax assets that would decrease income for the period when those events occurred. Significant management judgment is required in determining income tax expense and deferred tax assets and liabilities. | ||||||||||||||
The Company's deferred tax assets relate to net operating losses and temporary differences between accounting basis and tax basis for the Company China-based subsidiaries and VIEs, which are subject to corporate income tax in the PRC under the PRC Corporate Income Tax Law (the "CIT Law"). | ||||||||||||||
PRC Withholding Tax on Dividends | ||||||||||||||
The CIT Law imposes a 10% withholding income tax for dividends distributed by foreign invested enterprises to their immediate holding companies outside mainland China. A lower withholding tax rate will be applied if there is a tax treaty between mainland China and the jurisdiction of the foreign holding company. A holding company in Hong Kong, for example, will be subject to a 5% withholding tax rate under the Arrangement Between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital (the "China-HK Tax Arrangement") if such holding company is considered a non-PRC resident enterprise and holds at least 25% of the equity interests in the PRC foreign invested enterprise distributing the dividends, subject to approval of the PRC local tax authority. However, if the Hong Kong holding company is not considered to be the beneficial owner of such dividends under applicable PRC tax regulations, such dividend may remain subject to a withholding tax rate of 10%. | ||||||||||||||
Uncertain Tax Positions | ||||||||||||||
The guidance on accounting for uncertainties in income taxes prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Guidance was also provided on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Significant judgment is required in evaluating the Group's uncertain tax positions and determining its provision for income taxes. The Group did not recognize any significant interest and penalties associated with uncertain tax positions for the years ended December 31, 2011, 2012 and 2013. As of December 31, 2013, the Group did not have any significant unrecognized uncertain tax positions. | ||||||||||||||
w) | ||||||||||||||
Guarantees | ||||||||||||||
For certain guarantees a guarantor is required to recognize a liability for the fair value of the obligation undertaken in issuing the guarantee. For the periods covered by these financial statements, the Group provided interim guarantee services to banking institutions for the mortgage services it refers to banks as part of its mortgage management services in Beijing. An interim guarantee covers the period beginning when the bank disburses the mortgage loan to the property buyer and ending when the mortgage registration certificate is issued to the bank by the applicable property registry, which generally takes one to six months. Since the second quarter of 2010, the Group no longer offers interim guarantee services in Beijing due to regulatory changes. | ||||||||||||||
x) | ||||||||||||||
Statutory reserves | ||||||||||||||
The Company's subsidiaries in the PRC are required to make appropriations to certain non-distributable reserve funds. In accordance with the laws applicable to China's Foreign Investment | ||||||||||||||
Enterprises, the subsidiaries registered as wholly-owned foreign enterprises or sino-jointly invested companies under PRC law are required to make appropriations from its after-tax profits as determined under the Accounting Standards for Business Enterprises and the "Accounting System for Business Enterprises" as promulgated by the State of the People's Republic of China ("PRC GAAP") to non-distributable reserve fund, including a general reserve, an enterprise expansion fund and a staff welfare and bonus fund. The appropriation to the general reserve fund must be at least 10% of their after tax profits as determined under PRC GAAP. Appropriation is not required if the reserve fund has reached 50% of the registered capital of the respective company. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the boards of directors of the related subsidiaries. In addition, in accordance with the China Company Laws, the subsidiaries of the Company registered as China domestic companies must make appropriations from its after-tax profits as determined under the PRC GAAP to non-distributable reserve funds including a statutory surplus fund, a statutory public welfare fund and a discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the surplus fund has reached 50% of the registered capital of the respective company. Appropriation to the statutory public welfare fund and discretionary surplus fund is made at the discretion of the respective company. | ||||||||||||||
The use of the general reserve fund, statutory surplus fund and discretionary surplus fund are restricted to the offsetting of losses or increase in registered capital of the respective company. The enterprise expansion fund can be used to expand production or to increase registered capital. The staff bonus and welfare fund is available to fund payments of special bonus to staff and for collective welfare benefits. The statutory public welfare fund is restricted to capital expenditures for the welfare of employees. | ||||||||||||||
Other statutory reserves are not transferable to the Company in the form of cash dividends, loans or advances and are therefore not available for distribution except in liquidation. | ||||||||||||||
For the year ended December 31, 2010, appropriations of RMB4,422,426 to the general reserve funds and statutory surplus funds ("statutory reserve funds") were made. No statutory reserve fund appropriations were made for the year ended December 31, 2012 and 2013, as the surplus fund has reached 50% of the registered capital of the respective companies which had an accumulated after tax profits. No other reserve funds were made for all the years presented. | ||||||||||||||
y) | ||||||||||||||
Operating lease | ||||||||||||||
Leases where substantially all the risks and rewards of ownership of assets remain with the lessor are accounted for as operating leases. Payments made under operating leases net of any incentives received from the lessor are expensed on a straight-line basis over the terms of the underlying lease. | ||||||||||||||
z) | ||||||||||||||
Net income (loss) per share and per ADS | ||||||||||||||
Basic net income (loss) per share is computed by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights to the extent that each class may share income for the period, whereas net loss is allocated to ordinary shares because other participating securities are not contractually obligated to share the loss of the Group. The Group's convertible redeemable preferred shares are participating securities. These preferred shares were converted on February 2, 2010 and were no longer outstanding as of December 31, 2012 and 2013. Diluted net income (loss) per share is calculated by dividing net income (loss) attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary share equivalents consist of the ordinary shares issuable upon the exercise of share options (using the treasury stock method) and the conversion of the convertible redeemable preferred shares (using the if-converted method). Ordinary shares equivalents are not included in the denominator of the diluted net income (loss) per share calculation when inclusion of such shares would be anti-dilutive. Basic and diluted net income (loss) per ADS has been computed by multiplying the net income (loss) per share by 45, which is the number of shares represented by each ADS. | ||||||||||||||
The change in the carrying value of the redeemable NCI is reflected in the Group's net income (loss) per share and per ADS using the two-class method at the consolidated level. Periodic adjustments to recognize changes in redemption value are reflected in the Group's net income (loss) per share and per ADS only to the extent of any excess of the redemption value over initial fair value. | ||||||||||||||
aa) | ||||||||||||||
Comprehensive Income | ||||||||||||||
Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. | ||||||||||||||
For the years ended December 31, 2011, 2012 and 2013, there was no comprehensive income for the Group. | ||||||||||||||
bb) | ||||||||||||||
Recent accounting pronouncements with impact on the financial statements of the Company | ||||||||||||||
In March of 2013, the FASB issued guidance on "Income Taxes—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The amendments clarify that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss, similar tax loss, or tax credit carryforward, except as noted in the following sentence. To the extent a net operating loss, similar tax loss, or tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such a purpose, then under this exception the unrecognized tax benefit is to be presented in the financial statements as a liability and should not be combined with (netted with) the deferred tax asset(s). The assessment of whether a deferred tax asset is "available" is based on the unrecognized tax benefit and deferred tax asset amounts that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Group is currently evaluating the impact on its consolidated financial statements of adopting this guidance. | ||||||||||||||
CERTAIN_RISKS
CERTAIN RISKS | 12 Months Ended |
Dec. 31, 2013 | |
CERTAIN RISKS | ' |
CERTAIN RISKS | ' |
3. CERTAIN RISKS | |
a) | |
Significant risks and uncertainties | |
The Group operates in a dynamic and high risk real estate industry and is susceptible to fluctuations in the real estate market in the PRC, and the property market in the PRC is at an early stage of development and is volatile, which could have a material adverse effect on the Group's business, financial condition and results of operations. | |
b) | |
PRC regulations | |
The Chinese market in which the Group operates poses certain macro-economic and regulatory risk and uncertainties. These uncertainties extend to the ability of the Group to conduct business in the real estate sector in the PRC. Though the PRC has, since 1978, implemented a wide range of market-oriented economic reforms, continued reforms and progress towards a full market-oriented economy are uncertain. In addition, the real estate industry remains highly regulated. Restrictions are currently in place and are unclear with respect to which segments of this industry foreign owned entities, like the Group may operate. The Chinese government may issue from time to time new laws or new interpretations on existing laws to regulate areas such as real estate. Regulatory risk also encompasses the interpretation by the tax authorities of current tax laws and the Group's legal structure and scope of operations in the PRC, which could be subjected to further restrictions which could result in severe limits to the Group's ability to conduct business in the PRC. | |
The real estate market in the PRC is typically affected by changes in government policies regarding the real estate industry, the financial market and other related areas. The PRC government has in the past adopted various administrative measures to restrain what it perceived as unsustainable growth in the real estate market, particularly when the real estate market in China has experienced rapid and significant growth. The PRC real estate market could experience a prolonged downturn in the future, which could have a material adverse impact on the Group's business, financial condition and results of operations. | |
c) | |
Concentration of credit risk | |
Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, cash in bank-time deposits, restricted cash and accounts receivable. | |
The Group's cash and cash equivalents, cash in bank-time deposits and restricted cash are deposited with several major financial institutions in the PRC. The Group has not experienced significant losses on its deposits of cash and cash equivalent, cash in bank-time deposits, and its restricted cash. | |
The Group is exposed to counterparty credit risk in the event of non-performance by counterparties to various agreements and sales transactions. The Group manages such risk by evaluating the financial position and creditworthiness of such counterparties. As of December 31, 2012 and 2013, there were no significant concentrations of credit risk with any individual counterparty or group of counterparties. Concentrations of credit risk associated with receivables are considered minimal due to the Group's diverse customer base. | |
d) | |
Foreign currency risk | |
The RMB is not freely convertible into foreign currencies. The State Administration for Foreign Exchange, under the authority of the People's Bank of China, controls the conversion of RMB into other currencies. Cash and cash equivalents of the Group denominated in US$ included aggregate amounts of US$0.7 million and US$ 0.5 million, as of December 31, 2012 and 2013, respectively. | |
ACCOUNTS_RECEIVABLE
ACCOUNTS RECEIVABLE (Accounts Receivable) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Accounts Receivable | ' | ||||||||||
Accounts Receivable | ' | ||||||||||
ACCOUNTS RECEIVABLE | ' | ||||||||||
4. ACCOUNTS RECEIVABLE | |||||||||||
The following summarizes the Group's accounts receivable as of December 31, 2012 and 2013 (in RMB thousands): | |||||||||||
December 31, | |||||||||||
2012 | 2013 | ||||||||||
Accounts receivable | 193,620 | 191,043 | |||||||||
Less: Allowance for doubtful accounts | (17,333 | ) | (22,171 | ) | |||||||
| | | | | | | | ||||
176,287 | 168,872 | ||||||||||
| | | | | | | | ||||
| | | | | | | | ||||
The following table sets out the movements of the allowance for doubtful accounts for the years ended December 31, 2011, 2012 and 2013 (in RMB thousands): | |||||||||||
Years ended December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||
Balance at beginning of the year | (10,367 | ) | (15,536 | ) | (17,333 | ) | |||||
Charged to costs and expenses | (14,343 | ) | (12,129 | ) | (14,681 | ) | |||||
Write-off of receivable balances and corresponding provisions | 9,174 | 10,332 | 9,843 | ||||||||
| | | | | | | | | | | |
Balance at end of the year | (15,536 | ) | (17,333 | ) | (22,171 | ) | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The Group believed that the accounts receivable with aging more than one year net of allowance for doubtful accounts could be collected within one year. | |||||||||||
LOANS_RECEIVABLE
LOANS RECEIVABLE (Loans receivable) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Loans receivable | ' | |||||||
Loans receivable | ' | |||||||
LOANS RECEIVABLE | ' | |||||||
5. LOANS RECEIVABLE | ||||||||
The Group adopted the accounting guidance on disclosures about the credit quality of loan receivables and the allowance for credit losses which requires information to be disclosed at disaggregated levels, defined as portfolio segments and classes. | ||||||||
Based upon the analysis of credit losses and risk factors, since the Group offers entrusted and mortgage credit loans to qualified consumers with the terms ranging from two to twelve months, which are secured by mortgage properties, at an average loan-to-value ratio of approximately 50% as of December 31, 2013, these are considered as the portfolio segments—entrusted and mortgage loans. Since 2013 the Group's entrusted and mortgage credit loan services have been improved by property refinancing activities, through which certain individuals offer loans to consumers after receiving financing from the Group and then transfer such loans, entirely or partially to third party investors. The Group act as guarantors for such loans and remain responsible for the repayment of loans by the consumers. | ||||||||
The Group further evaluated the portfolio by the class of the loan receivables, which is defined as a level of information (below a portfolio segment). Considering the initial measurement attribute and a similar method for assessing and monitoring credit risk, the Group determined that the portfolio segment is the proper and lowest level of disaggregation to determine the allowance for credit losses for such. | ||||||||
These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these classes of loans, adjusted for qualitative factors. These qualitative risk factors include: | ||||||||
• | ||||||||
Lending policies and procedures, including underwriting standards and collection, charge-off, usage of the loan and recovery practices. | ||||||||
• | ||||||||
Nature and volume of the portfolio and terms of loans. | ||||||||
• | ||||||||
National, regional, and local economic and business conditions as well as the condition of various market segments, including the value of underlying collateral for collateral dependent loans. | ||||||||
• | ||||||||
Experience, ability, and depth of lending management and staff. | ||||||||
• | ||||||||
Volume and severity of past due, classified and nonaccrual loans as well as and other loan modifications. | ||||||||
• | ||||||||
Quality of the Company's loan review system, and the degree of oversight by the Company's Board of Directors. | ||||||||
• | ||||||||
Existence and effect of any concentrations of credit and changes in the level of such concentrations. | ||||||||
• | ||||||||
Effect of external factors, such as competition and legal and regulatory requirements. | ||||||||
The Group performs regular assessments on any potential losses associated with its entrusted and mortgage credit loans. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record and the amount of the shortfall in relation to the principal and interest owed. No impairment of loans receivable was recognized for the years ended December 31, 2012 and 2013 as we have collected back all loans with no default so far. | ||||||||
The following summarizes the Group's loans receivable as of December 31, 2012 and December 31, 2013 (in RMB thousands): | ||||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Entrusted and mortgage credit loans | 25,405 | 22,404 | ||||||
Loans through property refinancing activities | 9,824 | 98,729 | ||||||
| | | | | | | | |
Less: Impairment | — | — | ||||||
| | | | | | | | |
Loans receivable | 35,229 | 121,133 | ||||||
| | | | | | | | |
| | | | | | | | |
PREPAID_EXPENSES_AND_OTHER_CUR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | ' | |||||||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | ' | |||||||
6. PREPAID EXPENSES AND OTHER CURRENT ASSETS | ||||||||
Prepaid expenses and other current assets consisted of the following (in RMB thousands): | ||||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Prepaid rental | 20,542 | 19,368 | ||||||
Staff advances and deposits | 7,701 | 9,398 | ||||||
Prepayments to suppliers | 2,615 | 5,384 | ||||||
Others | 10,407 | 10,329 | ||||||
| | | | | | | | |
Total | 41,265 | 44,479 | ||||||
| | | | | | | | |
| | | | | | | | |
EQUITY_INVESTMENTS
EQUITY INVESTMENTS | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
EQUITY INVESTMENTS | ' | ||||||||||
EQUITY INVESTMENTS | ' | ||||||||||
7. EQUITY INVESTMENTS | |||||||||||
The following sets forth the changes in the Group's equity investments: | |||||||||||
Xian | Fund | Total | |||||||||
Management | |||||||||||
Partnership | |||||||||||
Balance as of December 31, 2011 | 194 | 10,401 | 10,595 | ||||||||
Investments | — | — | — | ||||||||
Share of associates' income (losses) | (39 | ) | 2,585 | 2,546 | |||||||
| | | | | | | | | | | |
Balance as of December 31, 2012 | 155 | 12,986 | 13,141 | ||||||||
| | | | | | | | | | | |
Investments | — | — | — | ||||||||
Share of associates' (losses) income | (3 | ) | 2,077 | 2,074 | |||||||
| | | | | | | | | | | |
Balance as of December 31, 2013 | 152 | 15,063 | 15,215 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
On July 21, 2010, TianRe Co. Ltd. was established with 65% of its equity interests owned by the Company. The remaining 25% and 10% equity interests were owned by Everising and Mr. Kevin Yung respectively. TianRe Co. Ltd. is the general partner of Fund Management Partnership, a limited partnership established on August 11, 2010. The Company, through its subsidiary, is also a 64.35% limited partner in the Fund Management Partnership, while Everising and Mr. Kevin Yung were 24.75% and 9.9% limited partners, respectively. The partners in the Fund Management Partnership have invested a total of RMB10.0 million in the partnership; of this RMB10.0 million, the Company's investment amounted to RMB6.5 million. | |||||||||||
On August 19, 2010, TianRe Fund I was established with the Fund Management Partnership as the general partner holding 5.52% in TianRe Fund I and certain third party limited partners holding the remaining 94.48% interest. On October 22, 2010, the Fund Management Partnership invested RMB10.0 million in TianRe Fund I. TianRe Fund I has also raised RMB171.1 million from third party individual investors as limited partners through collaboration with a state-owned bank. TianRe Fund I has a term of two and half years with a one year additional extension. | |||||||||||
On November 15, 2011, Mr. Kevin Yung, TianRe Co. Ltd. and Everising Investment Management Company Ltd. entered into a share purchase agreement whereby Mr. Kevin Yung transferred his 10% stake in TianRe Co. Ltd. and 9.9% stake in Fund Management Partnership to IFM BJ Inv for total consideration of RMB1.9 million, which is considered fair value as it is determined based upon the present value of the estimated future earnings generated by the companies. This was accounted for as equity investment and recorded at its fair value. | |||||||||||
As of December 31, 2012 and 2013, the company owned 75% of the equity interests of TianRe Co., Ltd. and the remaining 25% equity interests were owned by Everising. The Company's wholly-owned subsidiary, IFM BJ Inv is a 75% limited partner in the Fund Management Partnership, with Everising as the other limited partner holding the remaining 25% equity interest. | |||||||||||
Fund Management Partnership does not have to be consolidated by the Company under either the VIE model—because Fund Management Partnership does not possess all the characteristics to be a VIE, or the voting interest model—because the limited partners have substantive participating rights. The Company uses the equity method to account for its investment in Fund Management Partnership. Since Fund Management Partnership controls TianRe Fund-I as the general partner, thus the Company uses the equity method to account for its investment in TianRe Fund-I. | |||||||||||
PROPERTY_AND_EQUIPMENT_NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
PROPERTY AND EQUIPMENT, NET | ' | |||||||
PROPERTY AND EQUIPMENT, NET | ' | |||||||
8. PROPERTY AND EQUIPMENT, NET | ||||||||
Property and equipment, net, consisted of the following (in RMB thousands): | ||||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Computers and software | 41,250 | 42,226 | ||||||
Furniture, fixtures and equipment | 26,653 | 21,055 | ||||||
Vehicles | 6,124 | 6,077 | ||||||
Leasehold improvements | 45,331 | 45,061 | ||||||
119,358 | 114,419 | |||||||
Less: accumulated depreciation and amortization | (78,526 | ) | (80,985 | ) | ||||
| | | | | | | | |
Property and equipment, net | 40,832 | 33,434 | ||||||
| | | | | | | | |
| | | | | | | | |
For the years ended December 31, 2011, 2012 and 2013, depreciation and amortization expenses for property and equipment amounted to RMB29.9 million, RMB22.7 million and RMB18.0 million, respectively. | ||||||||
The Group assessed the recoverability of the property and equipment by comparing the carrying value of the property and equipment to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. Where the fair value is lower than the carrying value, an impairment loss is recognized in the statements of operations for the difference between the fair value, using the expected future discounted cash flows, and the carrying value of the assets. No impairment of long-lived assets was recognized for the years ended December 31, 2011, 2012 and 2013. | ||||||||
BUSINESS_COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
BUSINESS COMBINATIONS | ' | |||||
BUSINESS COMBINATIONS | ' | |||||
9. BUSINESS COMBINATIONS | ||||||
For Primary and Commercial Services | ||||||
On June 14, 2011, the Company completed its acquisition of SG International Investments Limited ("Shanggu") which is a business engaged in primary real estate agency services and will allow the Company to enlarge its market share. The Company initially acquired 55% of the equity interest of Shanggu and will acquire another 35% between 2014 and 2019 at the seller's option which the Company does not control, which is considered a put right (note 2(u)). The exercise price of this put right is calculated using a formula based on the future net profits of Shanggu. Pursuant to the acquisition agreement, the total initial purchase consideration is estimated to be approximately RMB94.9 million which is based on projected future net income between Jun 30, 2012 and June 30, 2013. The Company made an initial acquisition payment of approximately RMB25.0 million in July 2011 with the remaining purchase consideration of the first 55% of equity stake payable between 2012 and 2015. The contingent payment was recognized as a liability on the acquisition date based on its fair value, which was estimated to be approximately RMB69.9 million based on the projected future net income of Shanggu between July 2011 and June 2013. The contingent consideration payable will be marked to its fair value each reporting period through earnings. The Company re-measured the fair value of the contingent consideration and reduced the corresponding liability which resulted in a gain of RMB10.5 million and RMB22.2 million for the year ended December 31, 2012 and 2013 into its consolidated statements of operations. | ||||||
Amount | Estimated | |||||
Useful life | ||||||
Net tangible assets acquired | — | |||||
Intangible assets acquired: | ||||||
Brand name | 45,214 | Indefinite | ||||
Customer relationships | 13,811 | 7 years | ||||
Goodwill | 128,705 | |||||
Redeemable non-controlling interest | (67,185 | ) | ||||
Non-controlling interest | (10,846 | ) | ||||
Deferred tax liabilities | (14,756 | ) | ||||
| | | | | | |
Total purchase consideration | 94,943 | |||||
| | | | | | |
| | | | | | |
Including: Initial acquisition payment in cash | 25,000 | |||||
Contingent consideration | 69,943 | |||||
There were no tangible assets and liabilities acquired in the Shanggu acquisition as Shanggu had no assets or liabilities other than its brand name, customer relationships, management team and its operational processes. | ||||||
The Group has determined that the brand name acquired in Shanggu acquisition has the continued ability to generate cash flows indefinitely. There are no legal, regulatory, contractual, economic or other factors limiting the useful life of the brand name. Consequently, the carrying amount of the brand name is not amortized but is tested for impairment annually on November 30, or whenever events or changes in circumstances indicate that the carrying value of the brand name may not be recoverable. Such impairment test consists of a comparison of the fair value of the brand name with its carrying amount, and an impairment loss is recognized if and when the carrying amount of the brand name exceeds its fair value. The indefinite-live intangible asset is reassessed each reporting period to determine whether events or circumstance continue to support an indefinite useful life. | ||||||
The amortizable intangible assets have estimated useful lives of 7 years. Goodwill represents unidentifiable intangible assets, which is calculated as the excess of the purchase price over the estimated fair value of the net tangible and intangible assets acquired and is not deductible for tax purposes. The goodwill is attributable to the significant synergies expected to arise after the Company's acquisition of Shanggu. The Group has recorded an impairment loss on Shanggu business of RMB 26.2 million, RMB10.8 million and RMB 20.4 million (US$ 3.4 million) for the year ended December 31, 2011, 2012 and 2013. | ||||||
The following summarizes the Group's redeemable non-controlling interest as of December 31, 2012 and 2013 (in RMB thousands): | ||||||
Balance as of December 31, 2011 | 66,181 | |||||
Purchases, sales, issuances, and settlements (net) | — | |||||
Total gain for the period | 3,249 | |||||
| | | | | ||
Balance as of December 31, 2012 | 69,430 | |||||
Total losses for the period | (2,269 | ) | ||||
Balance as of December 31, 2013 | 67,161 | |||||
| | | | | ||
| | | | | ||
By December 31, 2011, the Company and the non-controlling interest shareholder, Mr. Wu Jiang, had made an additional capital contribution of RMB2.8 million and RMB2.4 million respectively to Shanggu in accordance with their voting interests at the time. | ||||||
Subsequent to the acquisition, as of December 31, 2012 and 2013, Shanggu had generated RMB64.7 million and RMB112.7 million in revenue from its primary agent service business. The net income generated was RMB9.3 million for the year 2012, and the net loss incurred was RMB6.5 million for the year 2013. | ||||||
In April 2014, the Company entered into a supplemental acquisition agreement relating to Shanggu with Mr. Wu Jiang, the non-controlling shareholder of Shanggu. Pursuant to the supplemental agreement, (i) the put right of the seller (Note 2 (u)) to enforce the Company to acquire another 35% of the equity of Shanggu between 2014 and 2019 will be waived, (ii) Shanggu will pay dividends every half year according to the audited net profit after retaining operation cash of RMB10 million, and (iii) the Company reserves the right to acquire an additional 5% equity interest in Shanggu. The Group is currently in the process of evaluating the accounting implications of the above transactions. | ||||||
GOODWILL
GOODWILL | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
GOODWILL | ' | |||||||||||||
GOODWILL | ' | |||||||||||||
10. GOODWILL | ||||||||||||||
The following summarizes the changes in goodwill allocated to the Group's reportable segments (Note 25) as of December 31, 2012 and 2013 (in RMB thousands): | ||||||||||||||
Company-Owned | Franchise | Primary and | Total | |||||||||||
Brokerage Services | Services | Commercial | ||||||||||||
Services | ||||||||||||||
Balance as of January 1, 2012 | 3,537 | 8,696 | 102,465 | 114,698 | ||||||||||
Acquisitions | — | — | — | — | ||||||||||
Impairments | — | — | (10,755 | ) | (10,755 | ) | ||||||||
Balance as of December 31, 2012 | 3,537 | 8,696 | 91,710 | 103,943 | ||||||||||
Acquisitions | — | — | — | — | ||||||||||
Impairments | — | — | (20,384 | ) | (20,384 | ) | ||||||||
| | | | | | | | | | | | | | |
Balance as of December 31, 2013 | 3,537 | 8,696 | 71,326 | 83,559 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Goodwill impairment losses for the year ended December 31, 2013 were RMB20.4 million (US$3.4 million) from SG International Investments Limited (Note 9(b)), as a result of the shortfall in the results of operations of our Shanggu business unit. | ||||||||||||||
The goodwill impairment loss was determined using the two-step method described in note 2(q) and the fair values of the respective reporting units were determined using the discounted cash flow approach. The discounted cash flows were based on assumptions consistent with the strategic plan used to manage the underlying business. The Company made adjustments to the cash flows and discount rate to reflect the significantly lower fair value of the reporting units implied by the Company's share price after allowing for share price volatility. The valuation, incorporating these adjustments, was based on a nine year cash flow model with a long term growth rate of 3%, a discount rate of 19% and a terminal value based primarily on the discount and growth rates. | ||||||||||||||
INTANGIBLE_ASSETS_NET
INTANGIBLE ASSETS, NET | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
INTANGIBLE ASSETS, NET | ' | |||||||||||||||||||||||||
INTANGIBLE ASSETS, NET | ' | |||||||||||||||||||||||||
11. INTANGIBLE ASSETS, NET | ||||||||||||||||||||||||||
The following summarizes the Group's intangible assets as of December 31, 2012 and 2013 (in RMB thousands): | ||||||||||||||||||||||||||
CENTURY 21® | Customer | Real | Trademark | Sub-franchisee | Brand | Mortgage | Total | |||||||||||||||||||
franchise | relationships | estate | base | name | credit | |||||||||||||||||||||
rights | listing | license | ||||||||||||||||||||||||
databases | ||||||||||||||||||||||||||
Cost | 48,747 | 14,760 | 541 | 403 | 2,044 | 45,214 | 6,666 | 118,375 | ||||||||||||||||||
Accumulated amortization | (19,468 | ) | (1,605 | ) | (273 | ) | (140 | ) | (704 | ) | — | (358 | ) | (22,548 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of January 1, 2012 | 29,279 | 13,155 | 268 | 263 | 1,340 | 45,214 | 6,308 | 95,827 | ||||||||||||||||||
Additions | — | — | — | — | — | — | — | — | ||||||||||||||||||
Amortization | (2,348 | ) | (2,070 | ) | (54 | ) | (40 | ) | (704 | ) | — | (358 | ) | (5,574 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2012 | 26,931 | 11,085 | 214 | 223 | 636 | 45,214 | 5,950 | 90,253 | ||||||||||||||||||
Additions | — | — | — | — | — | — | — | — | ||||||||||||||||||
Amortization | (2,348 | ) | (2,070 | ) | (54 | ) | (40 | ) | (636 | ) | — | (358 | ) | (5,506 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2013 | 24,583 | 9,015 | 160 | 183 | — | 45,214 | 5,592 | 84,747 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
The franchise rights acquired from Realogy entitled the Group to use and sub-franchise the CENTURY 21® brand in China. The franchise rights for China acquired from Realogy have a contractual period of 25 years with a specific renewal clause for another 25 years upon payment by the Company of US$4.5 million. The Group considered its historical experience in renewing or extending similar franchise agreements when determining the estimated useful life of the franchise rights acquired from Realogy. Given the lack of historical experience of the Group in renewing or extending similar arrangements with Realogy as the franchise relationship was first entered into with Realogy in 2000 for 25 years, the Group considered assumptions that market participants would use about the renewal or extension provisions. Since it is uncertain whether market participants would pay this US$4.5 million for the renewal of franchise rights in the future, the Group considered this entity-specific factor and determined that the estimated useful life of the franchise rights acquired from Realogy is the contractual period of 25 years, over which the recognized intangible assets are being amortized. The Group has determined that the customer relationship acquired from Shanggu acquisition has a useful life of 7 years and is amortized on a straight-line basis. The brand name arose from the acquisition of Shanggu and is an indefinite-lived intangible asset and is not amortized but is tested for impairment annually or whenever events or circumstances indicate that impairment may have occurred. | ||||||||||||||||||||||||||
The Group has recorded approximately RMB4.8 million, RMB5.6 million and RMB5.5 million of amortization for intangible assets for the years ended December 31, 2011, 2012 and 2013, respectively. | ||||||||||||||||||||||||||
Based on the Group's intangible assets subject to amortization, the annual estimated amortization expense related to the above intangible assets is as follows (in RMB thousands): | ||||||||||||||||||||||||||
2014 | 4,869 | |||||||||||||||||||||||||
2015 | 4,869 | |||||||||||||||||||||||||
2016 | 4,869 | |||||||||||||||||||||||||
2017 | 4,869 | |||||||||||||||||||||||||
2018 | 3,813 | |||||||||||||||||||||||||
Thereafter | 16,244 | |||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||
Total | 39,533 | |||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||
| | | | | ||||||||||||||||||||||
Management has assessed the intangible assets for the year ended December 31, 2013 for any impairment and no impairment was recognized. | ||||||||||||||||||||||||||
ACCRUED_EXPENSES_AND_OTHER_CUR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ' | |||||||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ' | |||||||
12. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||||||||
Accrued expenses and other current liabilities consisted of the following (in RMB thousands): | ||||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Salaries, commissions and welfare payable | 129,855 | 146,307 | ||||||
Taxes payable | 40,877 | 46,045 | ||||||
Royalty fees payable | 1,435 | 718 | ||||||
Third party deposits | 16,491 | 13,047 | ||||||
Professional fees payable | 4,065 | 6,584 | ||||||
Property refinancing loan payable | — | 86,210 | ||||||
Other current liabilities | 24,971 | 29,123 | ||||||
| | | | | | | | |
Total | 217,694 | 328,034 | ||||||
| | | | | | | | |
| | | | | | | | |
Royalty fees payable relate to the Master Franchise Agreement entered into with Realogy. The royalty fees are determined based on the Group's franchise revenue for the periods. | ||||||||
DEFERRED_REVENUE
DEFERRED REVENUE | 12 Months Ended |
Dec. 31, 2013 | |
DEFERRED REVENUE | ' |
DEFERRED REVENUE | ' |
13. DEFERRED REVENUE | |
Cash received in advance on contracts is deferred and recognized when the services are rendered. The deferred revenue is primarily related to advances received from customers relating to brokerage commissions and initial franchise fees received from franchisees. The deferred revenue as of December 31, 2012 and 2013 were RMB8.5 million and RMB19.9 million, respectively. | |
LONGTERM_DEPOSITS_PAYABLE
LONG-TERM DEPOSITS PAYABLE | 12 Months Ended |
Dec. 31, 2013 | |
LONG-TERM DEPOSITS PAYABLE | ' |
LONG-TERM DEPOSITS PAYABLE | ' |
14. LONG-TERM DEPOSITS PAYABLE | |
The Group receives security deposits from franchisees which are recorded as long-term deposits payable. These deposits are refundable at the end of the franchise agreement period if the franchisees do not breach the franchise agreements. The long-term deposits payable as of December 31, 2012 and 2013 were RMB10.5 million, and RMB10.6 million respectively. | |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
INCOME TAXES | ' | ||||||||||
INCOME TAXES | ' | ||||||||||
15. INCOME TAXES | |||||||||||
Taxation in the Cayman Islands and the British Virgin Islands | |||||||||||
Neither the Cayman Islands nor the British Virgin Islands currently levies taxes on individuals or corporations based upon profits, income, gains or appreciation. Additionally, upon payments of dividends by the Company to its shareholders, no Cayman Islands or BVI withholding tax will be imposed. | |||||||||||
The Company and IFM Co. are tax-exempted companies incorporated in the Cayman Islands. Genius is a tax-exempted company incorporated in the British Virgin Islands. | |||||||||||
Taxation in Hong Kong | |||||||||||
CIR is subject to income tax rate 16.5% in 2011, 2012 and 2013. | |||||||||||
BVMC is subject to income tax rate of 16.5% in 2011, 2012 and 2013. | |||||||||||
PRC Corporate Income Tax | |||||||||||
On March 16, 2007, the National People's Congress of PRC enacted the Corporate Income Tax Law, under which Foreign Investment Enterprises and domestic companies would be subject to CIT at a uniform rate of 25%. This became effective on January 1, 2008. In accordance with the CIT Law, there will be a transition period for enterprises which currently receive preferential tax treatments granted by relevant tax authorities. Enterprises that are subject to a corporate income tax rate lower than 25% may continue to enjoy the lower rate and gradually transition to the new tax rate within five years after the effective date of the CIT Law. | |||||||||||
As Shanghai Ruifeng and Anshijie are both registered in Shanghai Pu Dong New Area, and Shenzhen CIR is registered in Shenzhen special economic zone, they are subject to the preferential income tax rate of 15% according to the Foreign Investment and Foreign Enterprise Income Tax Law before 2008. From January 1, 2008 onwards, the income tax rate is to be increased progressively from 18% to 25% from 2008 to 2012, respectively. Accordingly, they are subject to income tax rate of 24%, 25% and 25% in 2011, 2012 and 2013, respectively. | |||||||||||
In October 2009, Beijing Huachuangxunjie Technology Co., Ltd., or Huachuang, obtained a Software Enterprise Certification which entitled it to exemption from corporate income tax in 2009 and 2010. | |||||||||||
In September 2011, Kudian obtained a Software Enterprise Certification which entitles it to exemption from CIT for the first two years in which it has taxable income and a 50% reduction in CIT for each of the following three years. 2011 is the first year with taxable income. For the years ended December 31, 2011 and 2012, Kudian is exempted for the income tax provision, and for the years ended December 31, 2013, Kudian is 50% reduction for the income tax provision. | |||||||||||
The provision for income tax is as follows (in RMB thousands): | |||||||||||
Years ended December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||
Income tax provision: | |||||||||||
Current | 1,498 | 8,484 | 3,289 | ||||||||
Deferred | (395 | ) | (5,771 | ) | (5,621 | ) | |||||
| | | | | | | | | | | |
Total | 1,103 | 2,713 | (2,332 | ) | |||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The following table presents the tax impact of significant temporary differences between the tax and financial statement bases of assets and liabilities that gave rise to deferred tax assets and liabilities as of December 31, 2012 and 2013 (in RMB thousands): | |||||||||||
December 31, | |||||||||||
2012 | 2013 | ||||||||||
Current | |||||||||||
Deferred tax assets: | |||||||||||
Allowance for doubtful accounts | 4,333 | 5,543 | |||||||||
Deferred revenue | 838 | 1,898 | |||||||||
Accrued expense and payroll | 35,050 | 39,266 | |||||||||
Advertising expense | 861 | 479 | |||||||||
Net operating loss carry forwards | — | — | |||||||||
| | | | | | | | ||||
Total deferred tax assets | 41,082 | 47,186 | |||||||||
Less: valuation allowance | (36,202 | ) | (37,556 | ) | |||||||
| | | | | | | | ||||
Net deferred tax assets—current | 4,880 | 9,630 | |||||||||
| | | | | | | | ||||
Non-current | |||||||||||
Deferred tax assets: | |||||||||||
Net operating loss carry forwards | 126,341 | 144,678 | |||||||||
Intangible assets and property and equipment | 5,599 | 4,695 | |||||||||
| | | | | | | | ||||
Total deferred tax assets | 131,940 | 149,373 | |||||||||
Less: valuation allowance | (131,940 | ) | (149,373 | ) | |||||||
| | | | | | | | ||||
— | — | ||||||||||
| | | | | | | | ||||
Deferred tax liabilities: | |||||||||||
Intangible assets and property and equipment | (16,652 | ) | (15,781 | ) | |||||||
| | | | | | | | ||||
Net deferred tax liabilities—non-current | (16,652 | ) | (15,781 | ) | |||||||
| | | | | | | | ||||
The Group made full valuation allowance against net deferred tax assets of other entities except for Shanggu as of December 31, 2013. The Group evaluates a variety of factors in determining the amount of valuation allowance, including the Group's limited operating history, accumulated deficit, existence of taxable temporary differences and expected reversal periods. For Shanggu, the deferred tax assets resulted from commission payable. We have assessed Shanggu has entered sufficient sales framework contracts with real estate developer to guarantee a sufficient taxable income in 2013. Considering the positive evidence, and the absence of significant negative evidence, we concluded that the deferred tax assets are more likely than not to be realized in 2014 and the valuation allowance is hence not needed. | |||||||||||
The following table sets forth the movements of the valuation allowance for net deferred tax assets for the years presented (in RMB thousands): | |||||||||||
Years ended December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||
Balance at beginning of the year | (62,628 | ) | (152,872 | ) | (168,142 | ) | |||||
Write-back/(provision) for the year | (90,244 | ) | (15,270 | ) | (18,787 | ) | |||||
| | | | | | | | | | | |
Balance at end of the year | (152,872 | ) | (168,142 | ) | (186,929 | ) | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The Group had total net operating losses carried forward as of December 31, 2011, 2012 and 2013 amounting to RMB481.7 million, RMB518.4 million and RMB578.7 million respectively, which will expire between 2014 and 2018. | |||||||||||
The combined effects of the CIT exemption and tax rate reductions for the year ended December 31, 2011, were to decrease net loss by RMB4.5 million and basic and diluted net loss per share by RMB0.01. The combined effects of the CIT exemption and tax rate reductions for the year ended December 31, 2012, were to decrease net loss by RMB5.1 million and basic and diluted net loss per share by RMB0.01. The combined effects of the CIT exemption and tax rate reductions for the year ended December 31, 2013, were to decrease net loss by RMB0.03million and basic and diluted net loss per share by RMB0.00. | |||||||||||
A reconciliation of income tax at the statutory income tax rate to the Group's effective tax rate is as follows: | |||||||||||
Years ended December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||
Statutory income tax rates | (25.0 | )% | (25.0 | )% | (25.0 | )% | |||||
Effect of preferential tax rate | (1.0 | )% | 0.2 | % | 0 | % | |||||
Effect of income tax rate changes | (0.6 | )% | 0 | % | (2.3 | )% | |||||
Changes in valuation allowance | 26.6 | % | 31.2 | % | 24.9 | % | |||||
Effect of goodwill impairment loss | 2.3 | % | 5.7 | % | 5.8 | % | |||||
Effect of fair value changes | (1.9 | )% | (6.3 | )% | (6.2 | )% | |||||
Others | 0 | % | (0.1 | )% | 0.2 | % | |||||
| | | | | | | | | | | |
Effective tax rate | 0.4 | % | 5.7 | % | (2.6 | )% | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
On December 6, 2007, the State Council issued the detailed implementation regulations of the new PRC Corporate tax law. Pursuant to the regulations, a 10% withholding income tax will be levied on dividends declared on or after January 1, 2008 by foreign investment enterprises to their foreign enterprise shareholders unless the enterprise investor is deemed as a PRC Tax Resident Enterprise ("TRE"). | |||||||||||
The Company's subsidiaries, except Shanggu have determined that they have no present plan to declare and pay any dividend on their shares in the foreseeable future. The Group plans to continue to reinvest its subsidiaries' undistributed earnings in their operations in China in the foreseeable future. As of December 31, 2012 and 2013, the Company's subsidiaries were in a position of consolidated cumulative loss. | |||||||||||
According to Shanggu's acquisition agreement in 2011, Shanggu will declare and pay dividends based on the audited profit of Shanggu after retaining operation cash of RMB 10.0 million. As of December 31, 2013, management intended to distribute earnings of Shanggu. Therefore, the undistributed earnings of Shanggu were subject to a 10% withholding tax and a deferred tax liability for associated withholding tax should be recorded as of December 31, 2013. As the undistributed earnings of Shanggu were nil as of December 31, 2013, deferred tax liabilities was nil as of December 31, 2013.. | |||||||||||
OTHER_INCOME
OTHER INCOME | 12 Months Ended |
Dec. 31, 2013 | |
OTHER INCOME | ' |
OTHER INCOME | ' |
16. OTHER INCOME | |
Other income for the year ended December 31, 2013 was RMB7.4 million, mainly representing a tax refund from the local government of the Group's operating entities located in Shanghai. | |
NET_INCOME_LOSS_PER_SHARE_AND_
NET INCOME (LOSS) PER SHARE AND PER ADS | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
NET INCOME (LOSS) PER SHARE AND PER ADS | ' | ||||||||||
NET INCOME (LOSS) PER SHARE AND PER ADS | ' | ||||||||||
17. NET INCOME (LOSS) PER SHARE AND PER ADS | |||||||||||
The following table sets forth the computation of basic and diluted net income (loss) per ordinary share and ADS for the years ended December 31, 2011 ,2012 and 2013 (in RMB thousands, except per share and per ADS data): | |||||||||||
2011 | 2012 | 2013 | |||||||||
Numerator: | |||||||||||
Net income (loss) attributable to IFM Investments Limited | (336,515 | ) | (53,511 | ) | (83,020 | ) | |||||
Numerator for basic and diluted net income (loss) per share | (336,515 | ) | (53,511 | ) | (83,020 | ) | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Denominator: | |||||||||||
Weighted-average shares—basic | 668,291 | 667,672 | 668,198 | ||||||||
Potentially dilutive shares: | |||||||||||
Preferred shares* | — | — | — | ||||||||
Options* | — | — | — | ||||||||
Weighted averages shares—diluted | 668,291 | 667,672 | 668,198 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Net income (loss) per share—basic | (0.50 | ) | (0.08 | ) | (0.12 | ) | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Net income (loss) per share—diluted | (0.50 | ) | (0.08 | ) | (0.12 | ) | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Net income (loss) per ADS—basic | (22.66 | ) | (3.61 | ) | (5.59 | ) | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Net income (loss) per ADS—diluted | (22.66 | ) | (3.61 | ) | (5.59 | ) | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
For the years ended December 31, 2011, 2012 and 2013, 40.5 million, 39.1 million and 40.4 million shares of stock options were not included in diluted EPS under the if-converted method, respectively, because to do so would have been anti-dilutive. | |||||||||||
TREASURY_STOCK
TREASURY STOCK | 12 Months Ended |
Dec. 31, 2013 | |
TREASURY STOCK | ' |
TREASURY STOCK | ' |
18. TREASURY STOCK | |
In August 2010, the Group's Board of Directors authorized an ADS repurchase program to repurchase up to US$20 million of the Company's ADSs (each ADS represents 45 ordinary shares). The Company completed the repurchase of 22,478,850 shares of its Class A ordinary shares for approximately US$6.3 million (approximately RMB39.7million) as of December 31, 2011. | |
The Company cancelled all shares repurchased as of December 31, 2011. | |
SHAREHOLDER_RIGHTS_PLAN
SHAREHOLDER RIGHTS PLAN | 12 Months Ended |
Dec. 31, 2013 | |
SHAREHOLDER RIGHTS PLAN | ' |
SHAREHOLDER RIGHTS PLAN | ' |
19. SHAREHOLDER RIGHTS PLAN | |
The Company adopted a shareholder rights plan (the "Rights Plan") on November 17, 2010 and amended it on June 6, 2012 and November 15, 2013, which was designed to protect the best interests of the Company and its shareholders. Subject to limited exceptions, these rights will be exercisable if a person or group becomes an "acquiring person" by acquiring beneficial ownership of 15% or more of the Company's ordinary shares or commencing a tender or exchange offer which, if consummated, could result in a person owning 15% or more of the Company's ordinary shares (the "Triggering Event"). In addition, if a person or group acquires beneficial ownership of 15% or more of the Company's ordinary shares, each right will generally entitle the holder, other than the acquiring person or group, to acquire ordinary shares of the Company (or, in certain circumstances, other securities) having a market value equal to twice the right's then current exercise price. | |
The Company measures the rights based on their fair values. Considering the occurrence of the Triggering Event is remote, the grant date fair value of the rights is immaterial. There would be no impact on either basic or diluted EPS until the occurrence of the event triggering the ability to exercise the rights. | |
SHAREBASED_COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
SHARE-BASED COMPENSATION | ' | |||||||||||||||||||
SHARE-BASED COMPENSATION | ' | |||||||||||||||||||
20. SHARE-BASED COMPENSATION | ||||||||||||||||||||
On August 18, 2006, and as amended and restated on October 19, 2007 and February 1, 2008, the Company adopted the 2006 Stock Incentive Plan and the Amended and Restated 2006 Stock Incentive Plan (the "Plan") under which 52.5 million shares have been authorized for issuance and 85.3 million shares have been reserved for issuance. In accordance with the Plan, if there is an adjustment to the then-in effect Series A Preferred Share conversion price, the number of shares reserved for issuance under the Plan shall be increased or decreased to such number of shares representing 8.41% of the equity interest of the Company, on a fully-diluted basis. | ||||||||||||||||||||
In 2007, two batches of share options were granted under the Plan. For share-based award granted with performance conditions (Batch A), one-third (1/3) of the option shall become vested and exercisable on the 181st day following the date of an IPO and the remaining two-thirds (2/3) of the share options shall become vested and exercisable on the first anniversary of an IPO. For share-based award granted with service conditions (Batch B), one-fourth (1/4) of the option shall vest and become exercisable on the first anniversary of the effective date of the employment and the remaining three-fourths (3/4) shall vest quarterly over the following eight quarters. | ||||||||||||||||||||
In 2008, two batches of share options were granted under the Plan based on service conditions. For Batch C, one-third (1/3) of the share options shall vest and become exercisable on each of the first, second and third anniversary dates of the Effective Date of the Option Agreement. Under Batch D, one-third (1/3) of the share options shall vest and become exercisable on each of the first, second and third anniversary dates of the date of Employment of Optionee. | ||||||||||||||||||||
On February 2, 2009, the Company granted share options for 200,000 shares to a certain employee. One-third (1/3) of the share options should vest and become exercisable on each of the first, second and third anniversary dates of the date of employment of the option holder. | ||||||||||||||||||||
On July 20, 2009, the Company granted 700,000 share options to certain employees. One-third (1/3) of the share options should vest and become exercisable on each of the first, second and third anniversary dates of the date of employment of option holders. | ||||||||||||||||||||
On August 20, 2009, the Company granted 2,500,000 share options to certain employees. Of the total 2,500,000 share options granted, 1,500,000 share options should vest one-half (1/2) of the option on the first anniversary of the effective date of the employment agreement between the option holders and the Company, with the remaining share options vesting on each of the following four calendar quarters. The remaining 1,000,000 share options should vest one-third (1/3) of the share options on each of the first, second and third anniversary dates of the date of employment of the option holders. | ||||||||||||||||||||
On October 22, 2009, a special resolution of the Board was made to amend the Third Amended and Restated Articles of Association of the Company with respect to the performance-based adjustments to the Series A Preferred Shares, which resulted in a modification to the Company's share options. This modification made each share option exercisable into 0.87 ordinary shares upon the completion of an IPO (modified as "Proposed IPO" on January 27, 2010) prior to March 31, 2010. This modification does not result in any incremental fair value because the terms of the share options included such anti-dilution provisions. | ||||||||||||||||||||
On July 12, 2010, the Company granted 2,500,000 share options to certain employees. One-third (1/3) of the share options shall vest and become exercisable on each of the first, second and third anniversary dates of the Effective Date of this Option Agreement. | ||||||||||||||||||||
On December 16, 2010, the Company granted 2,750,000 share options to certain employees. One-half (1/2) of the share options shall vest and become exercisable on the first anniversary date of the Effective Date of this Option Agreement, with the remaining share options vesting on each of the following four quarters. | ||||||||||||||||||||
The exercise price for the purchase of share options upon the exercise of all or any portion of the share options shall be the Fair Market Value per share on the date of grant as determined by the Administrator in its sole discretion. Before the IPO, the Fair Market Value was provided by an independent third-party valuer at each of the share options' grant date. After the IPO, the Fair Market Value was determined based on the company's share price on the grant date. The term of the share options is five years from the grant date. | ||||||||||||||||||||
On September 1, 2012 and October 23, 2012, the Company separately granted 500,000 and 400,000 share options to certain employees. One-third (1/3) of the share options shall vest and become exercisable on each of the first, second and third anniversary dates of the Effective Date of this Option Agreement. | ||||||||||||||||||||
On November 11, 2013, the Company separately granted 2,577,120 share options to certain employees. One-third (1/3) of the share options shall vest and become exercisable on each of the first, second and third anniversary dates of the Effective Date of this Option Agreement. | ||||||||||||||||||||
The Board approved that the expiration dates of all outstanding and unexercised stock options granted under respective stock option agreements pursuant to the Company's amended and restated 2006 stock incentive plan are hereby extended to the fifth anniversary as of July 9, 2012. The Board also resolved that the exercise prices of all outstanding and unexercised stock options granted under respective stock option agreements pursuant to the Company's amended and restated 2006 stock incentive plan are hereby amended to US$1.18 per ADS, representing 100% of the 30-trading day volume weighted average price per ADS as of the date hereof, except that the exercise price of the outstanding and unexercised stock options granted to Donald Zhang is hereby amended to US$1.30 per ADS, representing 110% of 30-trading day volume weighted average price per ADS as of July 9, 2012. Accordingly, the incremental fair value of RMB 1,930,000 was recorded in the consolidated statements of operation for the year ended December 31, 2012. | ||||||||||||||||||||
Valuation Assumptions: The Company estimated the fair value of share options using the Black-Scholes Option Pricing valuation model. The fair value of each option grant is estimated on the date of grant with the following assumptions: | ||||||||||||||||||||
Years ended December 31, | ||||||||||||||||||||
2011 | 2012 | 2013 | ||||||||||||||||||
Expected volatility | — | 58.8% - 60.3% | 103.5 | % | ||||||||||||||||
Risk-free interest rate | — | 1.17% - 1.27% | 0.86 | % | ||||||||||||||||
Dividend yield | — | 0.00% | 0 | % | ||||||||||||||||
Expected term (in years) | — | 3.5 | 3.5 | |||||||||||||||||
Weighted average fair value of the underlying shares on the date of option grants (US$) | — | 0.03 | 0.04 | |||||||||||||||||
Expected Term: Due to insufficient historical information, giving consideration to the contractual terms of the share-based awards, the Company adopted the simplified method for estimating the expected term to represent the period that the Company's share-based awards are expected to be outstanding. | ||||||||||||||||||||
Expected Volatility: The fair value of share-based payments made through the years ended December 31, 2012 and 2013 was valued using the Black-Scholes Option Pricing valuation method with a volatility factor based on the historical stock prices of comparable companies in 2012 and on the historical prices of ADSs of the Company in 2013. | ||||||||||||||||||||
Expected Dividend: The Black-Scholes Option Pricing valuation model calls for a single expected dividend yield as an input. The Company has never declared or paid any cash dividends on its capital stock, and the Company does not anticipate any dividend payments on its ordinary shares in the foreseeable future. | ||||||||||||||||||||
Risk-Free Interest Rate: The Company bases the risk-free interest rate used in the Black-Scholes Option Pricing valuation method on the implied yield currently available on China Treasury Bonds constant maturities with an approximate equivalent remaining term. | ||||||||||||||||||||
Estimated Pre-vesting Forfeitures: When estimating forfeitures, the Company considers both voluntary and company termination behavior. | ||||||||||||||||||||
The following table summarizes the Group's share options activities for the years ended December 31, 2011, 2012 and 2013: | ||||||||||||||||||||
Share options Outstanding | ||||||||||||||||||||
Share options | Number of Share | Weighted Average | ||||||||||||||||||
available | options | Exercise Price (US$) | ||||||||||||||||||
Balance as of December 31, 2008 | 10,576,880 | 41,900,000 | 0.12 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Share options granted | (3,400,000 | ) | 3,400,000 | 0.32 | ||||||||||||||||
Share options cancelled/forfeited | 1,500,000 | (1,500,000 | ) | 0.11 | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Balance as of December 31, 2009 | 8,676,880 | 43,800,000 | 0.13 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Share options granted | (5,250,000 | ) | 5,250,000 | 0.27 | ||||||||||||||||
Share options cancelled/forfeited | 2,150,000 | (2,150,000 | ) | 0.14 | ||||||||||||||||
Share options exercised | — | (3,599,143 | ) | 0.11 | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Balance as of December 31, 2010 | 5,576,880 | 43,300,857 | 0.15 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Share options granted | — | — | — | |||||||||||||||||
Share options cancelled/forfeited | 1,840,536 | (1,840,536 | ) | 0.18 | ||||||||||||||||
Share options exercised | — | (977,582 | ) | 0.09 | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Balance as of December 31, 2011 | 7,417,416 | 40,482,739 | 0.15 | |||||||||||||||||
Share options granted | (900,000 | ) | 900,000 | 0.03 | ||||||||||||||||
Share options cancelled/forfeited | 2,300,000 | (2,300,000 | ) | 0.14 | ||||||||||||||||
Balance as of December 31, 2012 | 8,817,416 | 39,082,739 | 0.02 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Share options granted | (2,577,120 | ) | 2,577,120 | 0.04 | ||||||||||||||||
Share options exercised | — | (1,245,334 | ) | 0.02 | ||||||||||||||||
Balance as of December 31, 2013 | 6,240,296 | 40,414,525 | 0.02 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
The weighted-average grant date fair value of options granted for the years ended December 31, 2010, 2012 and 2013 was US$0.13, US$0.01 and US$0.03 per option, respectively and no options were granted in year 2011.The following table summarizes the weighted average remaining contractual life and exercise price for the share options outstanding and exercisable as of December 31, 2013: | ||||||||||||||||||||
Share options Outstanding | Share options Exercisable | |||||||||||||||||||
Range of Exercise Prices (US$) | Number of | Weighted | Weighted | Number of | Weighted | Weighted | ||||||||||||||
options | Average | Average | options | Average | Average | |||||||||||||||
outstanding | Remaining | Exercise Price | outstanding | Remaining | Exercise Price | |||||||||||||||
Contractual | (US$) | Contractual | US($) | |||||||||||||||||
Life | Life | |||||||||||||||||||
(In years) | (In years) | |||||||||||||||||||
$0.02 | 21,337,405 | 3.52 | 0.02 | 21,337,405 | 3.52 | 0.02 | ||||||||||||||
$0.03 | 16,000,000 | 3.52 | 0.03 | 16,000,000 | 3.52 | 0.03 | ||||||||||||||
$0.03 | 500,000 | 3.67 | 0.03 | 166,667 | 3.67 | 0.03 | ||||||||||||||
$0.04 | 2,577,120 | 4.86 | 0.04 | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
40,414,525 | 3.61 | 0.02 | 37,504,072 | 3.52 | 0.02 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
There were 37,741,073, 37,766,073 and 37,504,072 share options exercisable as of December 31, 2011, 2012 and 2013 respectively. The total fair value of options vested are US$2,302,923, US$302,691 and US$300,296 (approximately RMB14,494,367, RMB1,885,795 and RMB1,817,902 ) as of December 31, 2011, 2012 and 2013, respectively. As of December 31, 2013, the intrinsic value of outstanding and exercisable share options were US$601,914 and $594,538, respectively, which is calculated as the difference between the company's closing stock price as of December 31, 2013 and the exercise price of the share option. | ||||||||||||||||||||
Share-based compensation expense for share-based awards granted with performance conditions is recognized using the graded-vesting method. The Company recognized compensation expense of US$1.4 million (approximately RMB9.5 million) from the IPO date, January 28, 2010, over the remaining vesting period of one year as the performance condition in the options was considered met.Share-based compensation expenses for share-based awards which are based on service conditions are recognized using the straight-line attribution approach. | ||||||||||||||||||||
On November 21, 2011, the Company agreed with an ex-emplyee ("Mr. Yung") that, subject to compliance of certain non-competition undertakings, his option agreement will remain effective as if he were an employee of the Company, including the terms regarding any option re-pricing or any extension of the exercise period from time to time. The Company accounted for this modification of the options on November 21, 2011 in accordance with the relevant stock compensation guidance. On July 9, 2012, the Group approved additional modification to the employees' outstanding options as of July 9, 2012 by decreasing the exercise prices to the current market value and extending the expiration date to fifth anniversary of the modification date. As a result, Mr. Yung's option was modified concurrently. Mr. Yung's options have been classified as liability and measured at fair value. Accordingly a liability of RMB 1,705,239 was reclassified from additional paid in capital as other current liabilities in the consolidated balance sheet, and a decrease in fair value of RMB1,535,865 has been recorded, the liability is RMB169,374 as of December 31, 2012. In October 2013, Mr. Yung exercised 23% of his options, and the liability was decreased by approximately RMB50,000. The liability is RMB163,604 as of December 31, 2013. | ||||||||||||||||||||
For the years ended December 31, 2011, 2012 and 2013, the Company recognized share-based compensation of approximately RMB3,234,000, RMB3,465,000 and RMB242,000, respectively. The amount of share based compensation was included in "Selling, general and administrative expenses in the Company's consolidated statements of operations. | ||||||||||||||||||||
As of December 31, 2013, there was US$66,883(approximately RMB404,890) of total unrecognized compensation cost related to non-vested share-based compensation granted under the plan. The cost is expected to be recognized over a weighted average period of 2.79 years. | ||||||||||||||||||||
EMPLOYEE_BENEFIT_PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2013 | |
EMPLOYEE BENEFIT PLANS | ' |
EMPLOYEE BENEFIT PLANS | ' |
21. EMPLOYEE BENEFIT PLANS | |
The Group participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. PRC labor regulations require the companies to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly basic compensation of qualified employees. The relevant labor bureau is responsible for meeting all retirement benefit obligations; the Group has no further commitments beyond its monthly contribution. Employees of the Company located in the PRC are covered by the retirement schemes defined by local practice and regulations, which are essentially defined contribution schemes. The PRC government is directly responsible for the payments of the benefits to these employees. | |
The total contributions for such employee benefits were approximately RMB56.5 million, RMB45.1million and RMB55.5million for the years ended December 31, 2011, 2012 and 2013, respectively. Amounts accrued and included in salaries, commissions and welfare payable in the accompanying balance sheets were approximately RMB7.9 million, RMB8.0 million and RMB10.4 million as of December 31, 2011, 2012 and 2013, respectively. | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
22. COMMITMENTS AND CONTINGENCIES | |||||
a) | |||||
Contractual obligations with franchisees | |||||
The Group establishes franchise arrangements with franchisees in the PRC to grant trademark of "CENTURY 21®" for a contractual period and receives recurring franchise fees throughout the period. The Group is obligated to provide ongoing support to franchisees for the operation of "CENTURY 21®" system and provide operational guidance and training to franchisees. | |||||
b) | |||||
Operating lease commitments | |||||
The Group has operating lease agreements principally for its administrative offices and real estate brokerage stores. These leases expire by 2015 and are renewable upon negotiation. Rental expenses under operating leases for the years ended December 31, 2011 ,2012 and 2013 were RMB180.8 million , RMB114.0 million and RMB125.4 million , respectively. | |||||
Future minimum lease payments under these non-cancellable operating lease agreements as of December 31, 2013 are as follows (in RMB thousands): | |||||
For the year ending December 31, | |||||
2014 | 97,926 | ||||
2015 | 63,641 | ||||
2016 | 30,544 | ||||
2017 | 19,805 | ||||
2018 | 12,274 | ||||
2019 | 2,350 | ||||
| | | | | |
Total | 226,540 | ||||
| | | | | |
| | | | | |
c) | |||||
Minimum Service Fees | |||||
The Group is required to pay annual minimum service fees to Realogy for the licensing of the CENTURY 21® brand to 2025. The minimum service fees is the greater of the minimum of US$100,000 (approximately RMB605,370) or an amount calculated by multiplying US$500 (approximately RMB3,027) by the number of sales offices in the Group's CENTURY 21® franchise network. The minimum service fees for future years are as follows (in RMB thousands): | |||||
2014 | 605 | ||||
2015 | 605 | ||||
2016 | 605 | ||||
2017 | 605 | ||||
2018 | 605 | ||||
Thereafter | 3,784 | ||||
| | | | | |
Total | 6,809 | ||||
| | | | | |
| | | | | |
d) | |||||
Litigation | |||||
From time to time, the Group is involved in claims and legal proceedings that arise in the ordinary course of business. Based on currently available information, management does not believe that the ultimate outcome of these unresolved matters, individually and in the aggregate, is likely to have a material adverse effect on the Group's financial position or results of operations. However, litigation is subject to inherent uncertainties and the Group's view of these matters may change in the future. When an unfavorable outcome to occur, there exists the possibility of a material adverse impact on the Group's financial position and results of operations for the periods in which the unfavorable outcome occurs, and potentially in future periods. | |||||
e) | |||||
Contingent Consideration payable | |||||
The contingent consideration payable arose from the Company's business acquisition of SG International Investments Limited in the second quarter of 2011 and is measured at fair value. The contingent consideration payable as of December 31, 2013 was RMB5.6 million (US$0.9 million). | |||||
f) | |||||
Long-term Deposits Payable | |||||
The Group receives security deposits from franchisees which are recorded as long-term deposits payable. These deposits are refundable at the end of the franchise agreement period if the franchisees do not breach the franchise agreements. The long-term deposits payable as of December 31, 2013 were RMB10.6 million (US$1.8 million). | |||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
RELATED PARTY TRANSACTIONS | ' | |||||||
RELATED PARTY TRANSACTIONS | ' | |||||||
23. RELATED PARTY TRANSACTIONS | ||||||||
The table below sets forth the related parties and their relationships with the Group: | ||||||||
Related parties | Relationships with the Group | |||||||
Xian | Investment under the equity method | |||||||
Fund Management Partnership | Investment under the equity method | |||||||
TianRe Fund I | Investment under the equity method | |||||||
GL Asia Mauritius II Cayman Ltd | Shareholder of the Company | |||||||
As of December 31, 2013, the company owned 75% of the equity interests of TianRe Co., Ltd. and the remaining 25% equity interests were owned by Everising. The Company's wholly-owned subsidiary, IFM BJ Inv is a 75% limited partner in the Fund Management Partnership, with Everising as the other limited partner holding the remaining 25% equity interest. | ||||||||
Refer to Note 7 for the related party transactions of the equity interests in TianRe Co., Ltd. and Fund Management Partnership. As of December 31, 2012 and 2013, the amounts due from/to related parties consisted of the following (in RMB thousands): | ||||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Amounts due from related parties | ||||||||
Fund Management Partnership | 109 | 141 | ||||||
Xian | — | — | ||||||
Other | 1 | 1 | ||||||
| | | | | | | | |
Total amounts due from related parties | 110 | 142 | ||||||
| | | | | | | | |
Amounts due to related parties | ||||||||
Fund Management Partnership | 22 | 32 | ||||||
Xian | 250 | 250 | ||||||
| | | | | | | | |
Total amounts due to related parties | 272 | 282 | ||||||
| | | | | | | | |
| | | | | | | | |
Restructuring Deed | ||||||||
We entered into a restructuring deed with GLA, IFM Overseas Partners L.P. ("IFMOP"), Donald Zhang, Harry Lu and IFM Overseas Limited, the general partner of IFMOP, on April 27, 2012 and a supplemental deed to the restructuring deed on June 6, 2012 (collectively, the "Restructuring Deed"). Pursuant to the Restructuring Deed, (i) the parties of the Restructuring Deed released each other from all then outstanding claims under certain legal proceedings, including the petition to request an order to wind up our company and other remedies filed by GLA on December 30, 2011, (ii) the then existing secured note between GLA and IFMOP was amended and restated by the New Note, (iii) GLA was granted an option within a period of six months commencing on the earlier of the date of repayment or maturity of the New Note, to require IFMOP and us to buy or procure the purchase of all or any portion of our ordinary shares held by GLA, at a purchase price to be calculated based on the then current weighted average trading price of our ADSs or, if our ADSs or ordinary shares cease to be listed and traded on any stock exchange, the fair market value to be determined by a financial advisor, and (iv) GLA was granted certain other rights, including, among others, information rights and a right of prior approval over certain corporate matters relating to us and our business, including, among others, change in capital structure, disposal and acquisition of material assets, and incurrence of any material indebtedness. | ||||||||
The only accounting implication of the Deed is the put option granted to GLA, which was recorded as a liability and measured at fair value. The liability was RMB0.4 million and RMB0.5 million (US$ 0.1 million) as of December 31, 2012 and 2013, respectively. | ||||||||
VARIABLE_INTEREST_ENTITIES
VARIABLE INTEREST ENTITIES | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
VARIABLE INTEREST ENTITIES | ' | |||||||||||||
VARIABLE INTEREST ENTITIES | ' | |||||||||||||
24. VARIABLE INTEREST ENTITIES | ||||||||||||||
To comply with PRC laws and regulations, the Company conducts certain business in the PRC through its VIEs. On September 6, 2010, the Company established two entities in Beijing, China, Beijing Kaisheng Chuangfu Investment Management Company Ltd. ("Chuangfu"), and Beijing Huaxing Tianye Investment Management Company Ltd.( Huaxing) which are VIEs consolidated by the Company ("VIEs"). On January 25, 2011, the Company, through its VIEs, acquired a company based in Beijing with a license to offer mortgage credit loans with properties as collateral. | ||||||||||||||
The Group adopted the US GAAP guidance on consolidating VIEs which require certain VIEs to be consolidated by the primary beneficiary of the entity. Management evaluated the relationships among MMC BJ, the VIEs, and their shareholders and concluded that MMC BJ is the primary beneficiary of the VIEs as MMC BJ is entitled to substantially all the economic risks and rewards of the VIEs, and has the power to direct the activities that most significantly impact the VIEs. As a result, these VIEs' results of operations, assets and liabilities have been included in the Group's consolidated financial statements. | ||||||||||||||
On November 24, 2010, the Company established Beijing Longhe Weiye Real Estate Brokerage Co., Ltd. to expand the Group's real estate brokerage service in Beijing. | ||||||||||||||
The following tables set forth the assets, liabilities, results of operations and cash flows of the consolidated VIEs: | ||||||||||||||
2012 | 2013 | 2013 | ||||||||||||
RMB | RMB | US$ | ||||||||||||
Amounts due from related parties | 54,299 | 98,591 | 16,286 | |||||||||||
Other current assets | 59,217 | 132,350 | 21,863 | |||||||||||
| | | | | | | | | | | ||||
Total current assets | 113,516 | 230,941 | 38,149 | |||||||||||
| | | | | | | | | | | ||||
Intangible assets, net | 5,950 | 5,592 | 924 | |||||||||||
| | | | | | | | | | | ||||
Total assets | 119,466 | 236,533 | 39,073 | |||||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Accounts payable | 5 | 7 | 1 | |||||||||||
Accrued expenses and other current liabilities | 1,558 | 90,985 | 15,030 | |||||||||||
Amounts due to related parties | 39,680 | 64,529 | 10,659 | |||||||||||
| | | | | | | | | | | ||||
Total current liabilities | 41,243 | 155,521 | 25,690 | |||||||||||
| | | | | | | | | | | ||||
Deferred tax liabilities | 1,667 | 1,399 | 231 | |||||||||||
| | | | | | | | | | | ||||
Total liabilities | 42,910 | 156,920 | 25,921 | |||||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
2011 | 2012 | 2013 | 2013 | |||||||||||
RMB | RMB | RMB | US$ | |||||||||||
Net revenue | 698 | 4,293 | 11,586 | 1,914 | ||||||||||
Net income/(loss) | (1,863 | ) | 487 | 927 | 153 | |||||||||
2011 | 2012 | 2013 | 2013 | |||||||||||
RMB | RMB | RMB | US$ | |||||||||||
Net cash provided by (used in) operating activities | 44,149 | (24,636 | ) | (20,480 | ) | (3,383 | ) | |||||||
Net cash provided by (used in) investing activities | (12,258 | ) | 3,657 | (38,901 | ) | (6,426 | ) | |||||||
Net cash provided by financing activities: | 500 | 38,000 | 18,450 | 3,048 | ||||||||||
| | | | | | | | | | | | | | |
Net ( increase ) decrease in cash and cash equivalents | 32,391 | 17,021 | (40,931 | ) | (6,761 | ) | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
For all these VIE entities, as of December 31, 2013, the total assets of the consolidated VIEs mainly comprising loan receivable, prepaid expenses, other current assets and intangible assets, which was a mortgage credit license, there was no pledge or collateralization of these assets. As of December 31, 2013, the total liabilities of the consolidated VIEs mainly comprising accrued expenses and other current liabilities. There are no VIEs where the Company has a variable interest but is not the primary beneficiary. The balances and transactions of the consolidated VIEs were reflected in the Company's consolidated financial statements with intercompany transactions eliminated. | ||||||||||||||
The net cash used in operating activities in 2012 and the cash used in operating activities in 2013 were mainly resulted from the transactions with other subsidiaries within the Group and cash flows associated with property refinancing activities.. Cash used in investing activities in 2013 was mainly the result of the net effect of providing and receiving repayment on mortgage credit loans. Cash provided by financing activities in 2013 was mainly the result of the net cash flow from the property refinancing activities. | ||||||||||||||
Unrecognized revenue-producing assets held by the VIE primarily include the customer relationships. Recognized revenue-producing assets held by the VIE include mortgage credit license, which was acquired upon the acquisition of the aforementioned company providing mortgage credit loan. | ||||||||||||||
Under contractual agreements with the Group, those employees of the Group who are shareholders of the VIEs are required to transfer their ownership in these entities to the Group, if permitted by PRC laws and regulations, or, if not so permitted, to designees of the Group at any time to repay the loans outstanding. The VIEs conferred an exclusive and irrevocable right to the Company that the Company can purchase all or part of the shares of the acquired company at a price of RMB1.0 at its own discretion under the Chinese law. Those employees of the Group who are shareholders of the VIEs have pledged their shares in the VIEs as collateral for the loans. As of December 31, 2013, the aggregate amount of these loans was RMB80.5 million (US$13.3 million). | ||||||||||||||
In accordance with the VIE agreements, the Company has power to direct activities of the VIEs, and can have assets transferred out of the VIEs and their subsidiaries without any restrictions. Therefore, the Company considers that there is no asset in the consolidated VIEs that can be used only to settle obligations of the consolidated VIEs except for registered capitals and PRC statutory reserves of the VIEs and the VIEs' subsidiaries amounting to RMB 80.5 million (US$12.9 million) and RMB 80.5 million (US$13.3 million) as of December 31, 2012 and 2013, respectively. As all the consolidated VIEs are incorporated as limited liability companies under the PRC Company Law, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the consolidated VIEs. Accordingly, the creditors of all the liabilities of Company's consolidated VIEs do not have recourse to the Company's general credit. Currently there is no contractual arrangement that could require the Company to provide additional financial support to the consolidated VIEs. As the Company will conduct certain business in the PRC through the VIEs, the Company may provide such support on a discretionary basis in the future, which could expose the Company to a loss. | ||||||||||||||
Agreements between consolidated VIEs and Nominee Shareholders | ||||||||||||||
Loan agreements between MMC BJ and the respective shareholders of Huaxing and Chuangfu: These loan agreements provide for loans to the shareholders of Huaxing and Chuangfu (hereinafter "shareholders") to acquire the equity interests in Beijing Huijin Co., Ltd. (hereinafter "Huijin") through Huaxing and Chuangfu. The loans are interest free. MMC BJ and any third party(s) designated by it have the right, exercisable on their own will and at any time when it becomes legal to do so under PRC law, to purchase from Huaxing and Chuangfu all or any part of their equity interests in Huijin (hereinafter "Exclusive Purchase Right") and the purchase price will be used to repay the loans. The shareholders cannot repay the loans by other means except acquiring the written consent of MMC BJ in advance. The shareholders guarantee, where MMC BJ or any third party(s) designated by it exercise Exclusive Purchase Right, they will make shareholder decisions to ensure that Huaxing and Chuangfu waive their first refusal on the equity of Huijin. The shareholders also guarantee that all their equity interests in Huaxing and Chuangfu and all equity interests of Huijin held by Huaxing and Chuangfu will be pledged to MMC BJ as security to the relevant debts and without MMC BJ prior written consent, shareholders shall not (1) sell, transfer, pledge or dispose by any other means their equity or any interests in Huijin; (2) take any actions/negative act which may have major influences on the assets, business or responsibility of Huijin. | ||||||||||||||
Exclusive consulting and service agreement between Huaxing and Chuangfu on one side and MMC BJ on the other side: Under this agreement, MMC BJ provides exclusive technical consultation and relevant service to Huaxing and Chuangfu in exchange for consulting service fees based on the net profit of Huaxing and Chuangfu. The term of this agreement is 20 years and may be extended for 20 years automatically, unless MMC BJ gives disagreement of such extension in writing three months prior to the expiration of this agreement. Under this agreement, Huaxing and Chuangfu need to consult MMC BJ's advice before making any important decisions on business and operation which may influence the exclusive cooperation of Huaxing and Chuangfu and MMC BJ under this agreement. Huaxing and Chuangfu promise to follow the reasonable instructions given by MMC BJ. | ||||||||||||||
Equity pledge agreement among MMC BJ, Huaxing and Chuangfu, and the respective shareholders of Huaxing and Chuangfu(the "Guarantor"): Under this agreement the shareholders pledge to MMC BJ their equity interests in Huaxing and Chuangfu and Huaxing and Chuangfu pledge to MMC BJ their equity interests in Huijin to secure the performance of their obligations under Loan Agreements and Exclusive consulting and service agreement. The Guarantor confirms that they will waive their respective right of first refusal of the pledged equity interests under this agreement when MMC BJ exercising the Pledge and they will not transfer all or any part of the equity interests of Huaxing, Chuangfu and Huijin to any third party, place the existence of any pledge, guarantee or other security interest on such equity interests during the term of pledge, except for the consent adopted by MMC BJ and Guarantor. The Guarantor hereby irrevocably grants MMC BJ an irrevocable and exclusive right to purchase, or designate one or more persons (the "Designee") to purchase the equity interests in Huijin then held by Huaxing and/or Chuangfu in part or in whole at MMC BJ and Designee 's sole and absolute discretion to the extent permitted by Chinese laws and at the price of 1 RMB Yuan. Unless MMC BJ waives Exclusive Purchase Right in writing , such right will exist permanently. The Guarantor further guarantee that without MMC BJ's prior written consent, other than normal business operation, the Guarantor shall not make any shareholders' decisions on disposal of the assets, business income or its beneficial interest of Huaxing, Chuangfu and Huijin; Without MMC BJ's prior written consent, the Guarantor shall not make any shareholders' decisions to permit Huaxing, Chuangfu and Huijin to bear any indebtedness, especially the loan. The Guarantor irrevocably grants MMC BJ exercising the whole shareholders' rights of Huaxing, Chuangfu and Huijin, appoint or impel MMC BJ to appoint the nominees of MMC BJ as the directors, senior manager and financial officer of Huaxing, Chuangfu and Huijin. The term of this agreement will not end until the obligations secured by the pledge are all fully fulfilled. | ||||||||||||||
Risks associated with VIEs | ||||||||||||||
It is possible that the Company's operation of certain of its operations and businesses through VIEs could be found by PRC authorities to be in violation of PRC laws and regulations prohibiting or restricting foreign ownership of companies that engage in such operations and businesses. If such a finding were made, regulatory authorities with jurisdiction over the licensing and operation of such operations businesses would have broad discretion in dealing with such a violation, including levying fines, confiscating the Company's income, revoking the business or operating licenses of the affected businesses, requiring the Company to restructure its ownership structure or operations, or requiring the Company to discontinue all or any portion of its operations.Any of these actions could cause significant disruption to the Company's business operations, and have a materially adverse impact on the Company's cash flows, financial position and operating performance. The Company's management considers the possibility of such a finding by PRC regulatory authorities to be remote. | ||||||||||||||
In addition, it is possible that the contracts with the Company, the Company's VIEs and shareholders of its VIEs would not be enforceable in China if PRC government authorities or courts were to find that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In the event that the Company was unable to enforce these contractual arrangements, the Company would not be able to exert effective control over the affected VIEs. Consequently, such VIE's results of operations, assets and liabilities would not be included in the Company's consolidated financial statements. If such were the case, the Company's cash flows, financial position and operating performance would be materially adversely affected. The Company's contractual arrangements with respect to its consolidated VIEs are approved and in place. The Company's management believes that such contracts are enforceable, and considers the possibility remote that PRC regulatory authorities with jurisdiction over the Company's operations and contractual relationships would find the contracts to be unenforceable. | ||||||||||||||
SEGMENT_INFORMATION
SEGMENT INFORMATION | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
SEGMENT INFORMATION | ' | |||||||||||||||||||
SEGMENT INFORMATION | ' | |||||||||||||||||||
25. SEGMENT INFORMATION | ||||||||||||||||||||
The reportable segments represent the Group's operating segments for which separate financial information is available and which is utilized on a regular basis by its chief operating decision maker ("CODM") to assess performance and to allocate resources. In identifying its reportable segments, the Group also considers the nature of services provided by its operating segments. The Group's CODM has been identified as the Chairman and Vice Chairman, who review the consolidated and segment results when making decisions about allocation of resources and assessing performance of the Group. | ||||||||||||||||||||
Management has determined that the Group operates in four reportable segments: Company-owned Brokerage Services, Franchise Services, Mortgage Management Services and Primary and Commercial Services. | ||||||||||||||||||||
The Mortgage Management Services business grew substantially in 2008 and accordingly had its revenue, costs and expenses reviewed separately by the CODM starting from 2008. | ||||||||||||||||||||
Primary and Commercial Services grew substantially in 2010 and accordingly had its revenue, costs and expenses reviewed separately by the CODM starting from 2010. All segment data for all prior years presented have been restated to reflect the Primary and Commercial Services segment as a separate segment. | ||||||||||||||||||||
Management evaluates the operating results of each of its reportable segments based upon (1) revenue from external customers, (2) commissions and other agent-related costs, (3) operating costs, (4) selling, general and administrative expense, (5) income (loss) from operations and (6) net income (loss), each of which is presented in the Group's Consolidated Statements of Operations. | ||||||||||||||||||||
As the asset information is not included in the reporting package reviewed by the CODM nor in any other public reports, the disclosure of the asset information by segment is not necessary. | ||||||||||||||||||||
The following tables summarize the selected revenue and expenses information for each reportable segment for the years ended December 31, 2011, 2012 and 2013: | ||||||||||||||||||||
Year ended December 31, 2011 (in RMB thousands) | ||||||||||||||||||||
Company-Owned | Franchise | Mortgage | Primary and | Non-allocated | Total | |||||||||||||||
Brokerage | Services | Management | Commercial | |||||||||||||||||
Services | Services | Services | ||||||||||||||||||
Revenue from external customers | 513,375 | 23,546 | 22,903 | 44,735 | — | 604,559 | ||||||||||||||
Commissions and other agent-related costs | (394,865 | ) | (1,490 | ) | (6,786 | ) | (25,779 | ) | — | (428,920 | ) | |||||||||
Operating costs | (271,562 | ) | (8,873 | ) | (1,672 | ) | (14,352 | ) | (193 | ) | (296,652 | ) | ||||||||
Selling, general and administrative expenses | (107,843 | ) | (15,492 | ) | (10,696 | ) | (17,052 | ) | (67,027 | ) | (218,110 | ) | ||||||||
Goodwill impairment | (4,374 | ) | — | — | (26,240 | ) | (30,614 | ) | ||||||||||||
Net fair value change in contingent consideration | — | — | — | 25,716 | — | 25,716 | ||||||||||||||
(Loss) income from operations | (265,269 | ) | (2,309 | ) | 3,749 | (12,972 | ) | (67,220 | ) | (344,021 | ) | |||||||||
Net (loss) income | (264,722 | ) | (2,311 | ) | 3,620 | (12,972 | ) | (64,025 | ) | (340,410 | ) | |||||||||
Year ended December 31, 2012 (in RMB thousands) | ||||||||||||||||||||
Company-Owned | Franchise | Mortgage | Primary and | Non-allocated | Total | |||||||||||||||
Brokerage | Services | Management | Commercial | |||||||||||||||||
Services | Services | Services | ||||||||||||||||||
Revenue from external customers | 623,927 | 13,405 | 25,686 | 85,115 | — | 748,133 | ||||||||||||||
Commissions and other agent-related costs | (394,089 | ) | (1,221 | ) | (6,981 | ) | (52,991 | ) | — | (455,282 | ) | |||||||||
Operating costs | (156,460 | ) | (6,125 | ) | (1,432 | ) | (11,313 | ) | — | (175,330 | ) | |||||||||
Selling, general and administrative expenses | (85,970 | ) | (7,993 | ) | (10,873 | ) | (12,049 | ) | (60,590 | ) | (177,475 | ) | ||||||||
Goodwill impairment | — | — | — | (10,755 | ) | (10,755 | ) | |||||||||||||
Net fair value change in contingent consideration | — | — | — | 10,453 | 1,536 | 11,989 | ||||||||||||||
(Loss) income from operations | (12,592 | ) | (1,934 | ) | 6,400 | 8,460 | (59,054 | ) | (58,720 | ) | ||||||||||
Net (loss) income | (6,405 | ) | (1,930 | ) | 6,128 | 5,435 | (53,312 | ) | (50,084 | ) | ||||||||||
Year ended December 31, 2013 (in RMB thousands) | ||||||||||||||||||||
Company-Owned | Franchise | Mortgage | Primary and | Non-allocated | Total | |||||||||||||||
Brokerage | Services | Management | Commercial | |||||||||||||||||
Services | Services | Services | ||||||||||||||||||
Revenue from external customers | 691,343 | 11,987 | 36,788 | 137,333 | — | 877,451 | ||||||||||||||
Commissions and other agent-related costs | (468,385 | ) | (1,977 | ) | (7,844 | ) | (84,230 | ) | — | (562,436 | ) | |||||||||
Operating costs | (159,541 | ) | (5,939 | ) | (5,430 | ) | (13,481 | ) | (2 | ) | (184,393 | ) | ||||||||
Selling, general and administrative expenses | (124,079 | ) | (9,014 | ) | (13,237 | ) | (19,076 | ) | (68,659 | ) | (234,065 | ) | ||||||||
Goodwill impairment | — | — | — | (20,384 | ) | — | (20,384 | ) | ||||||||||||
Net fair value change in contingent consideration | — | — | — | 22,172 | (103 | ) | 22,069 | |||||||||||||
Loss from operations | (60,662 | ) | (4,943 | ) | 10,277 | 22,334 | (68,764 | ) | (101,758 | ) | ||||||||||
Net (loss) income | (53,914 | ) | (4,924 | ) | 10,003 | 24,402 | (61,510 | ) | (85,943 | ) |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | ' |
26. SUBSEQUENT EVENTS | |
In April 2014, the Company entered into a supplemental acquisition agreement relating to Shanggu with Mr. Wu Jiang, the non-controlling shareholder of Shanggu. Pursuant to the supplemental agreement, (i) the put right of the seller (Note 2 (u)) to enforce the Company to acquire another 35% of the equity of Shanggu between 2014 and 2019 will be waived, (ii) Shanggu will pay dividends every half year according to the audited net profit after retaining operation cash of RMB10 million, and (iii) the Company reserves the right to acquire an additional 5% equity interest in Shanggu. The Group is currently in the process of evaluating the accounting implications of the above transactions. | |
RESTRICTED_NET_ASSETS
RESTRICTED NET ASSETS | 12 Months Ended |
Dec. 31, 2013 | |
RESTRICTED NET ASSETS | ' |
RESTRICTED NET ASSETS | ' |
27. RESTRICTED NET ASSETS | |
Relevant PRC laws and regulations permit payments of dividends by the Company's PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, the PRC subsidiaries are required to annually appropriate 10% of net after-tax income to the general reserve fund or statutory surplus fund (see Note 2(x)) prior to payment of any dividends, unless such reserve funds have reached 50% of its respective registered capital. As a result of these and other restrictions under PRC laws and regulations, the PRC subsidiaries are restricted in their ability, which restricted portion amounted to approximately RMB764.3 million and RMB769.6 million as of December 31, 2012 and 2013, respectively. Even though the Company currently does not require any such dividends, loans or advances from the PRC subsidiaries for working capital and other funding purposes, the Company may in the future require additional cash resources from the PRC subsidiaries due to changes in business conditions, to fund future acquisitions and development, or merely to declare and pay dividends to make distributions to shareholders. | |
ADDITIONAL_INFORMATIONCONDENSE
ADDITIONAL INFORMATION-CONDENSED FINANCIAL STATEMENTS | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
ADDITIONAL INFORMATION-CONDENSED FINANCIAL STATEMENTS | ' | |||||||||||||
ADDITIONAL INFORMATION-CONDENSED FINANCIAL STATEMENTS | ' | |||||||||||||
28. ADDITIONAL INFORMATION—CONDENSED FINANCIAL STATEMENTS | ||||||||||||||
The Company performed a test on the restricted net assets of consolidated subsidiaries and VIE in accordance with Securities and Exchange Commission Regulation S-X Rule 4-08 (e) (3), "General Notes to Financial Statements" and concluded the restricted net assets exceed 25% of the consolidated net assets of the Company as of December 31, 2013. Therefore the separate condensed financial statements of the Company should be presented with the Company's investments in its subsidiary under the equity method of accounting. | ||||||||||||||
The Company was incorporated in the Cayman Islands on November 30, 2005, by IFM Holding Company Ltd., a Cayman Islands exempt company. IFM Holding was a wholly-owned subsidiary of Maxpro International Enterprise, Inc. ("Maxpro"), a New York corporation. Maxpro was 100% owned by Mr. Donald Zhang through D&M Capital Corporation. | ||||||||||||||
The subsidiaries did not pay any dividend to the Company for the years presented. Certain information and footnote disclosures generally included in financial statements prepared in accordance with US GAAP have been condensed and omitted. The footnote disclosures contain supplemental information relating to the operations of the Company, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Company. | ||||||||||||||
The Company did not have significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2013. | ||||||||||||||
Operating expenses for the Company for the years ended December 31, 2011, 2012 and 2013 included share-based compensation as a result of the options granted to employees of the Company in 2011, 2012 and 2013. Total share-based compensation for the years ended December 31, 2011, 2012 and 2013 were approximately RMB3,234,000, RMB3,465,000 and RMB 242,000 respectively. | ||||||||||||||
Financial information of parent company | ||||||||||||||
Condensed Balance Sheets | ||||||||||||||
(in thousands, except par value) | ||||||||||||||
December 31, | ||||||||||||||
2012 | 2013 | 2013 | ||||||||||||
RMB | RMB | US$ | ||||||||||||
(Note 2(c)) | ||||||||||||||
ASSETS | ||||||||||||||
Current assets: | ||||||||||||||
Cash and cash equivalents | 21,453 | 6,752 | 1,115 | |||||||||||
Restricted cash | — | — | — | |||||||||||
Amounts due from subsidiaries, associates and related parties | 118,009 | 125,847 | 20,788 | |||||||||||
Prepaid expenses and other current assets | 1,057 | 868 | 144 | |||||||||||
| | | | | | | | | | | ||||
Total current assets | 140,519 | 133,467 | 22,047 | |||||||||||
| | | | | | | | | | | ||||
Non-current assets: | ||||||||||||||
Long-term investments | 225,859 | 154,135 | 25,461 | |||||||||||
| | | | | | | | | | | ||||
Total assets | 366,378 | 287,602 | 47,508 | |||||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||||
Current liabilities: | ||||||||||||||
Accrued expenses and other current liabilities | 2,376 | 3,962 | 654 | |||||||||||
Amounts due to subsidiaries, associates and related parties | 9,708 | 11,890 | 1,964 | |||||||||||
| | | | | | | | | | | ||||
Total liabilities | 12,084 | 15,852 | 2,618 | |||||||||||
| | | | | | | | | | | ||||
Shareholders' equity: | ||||||||||||||
Class A ordinary shares (US$0.001 par value, 3,133,000 and 3,133,000 shares authorized, 667,672 and 668,759 shares issued and outstanding as of December 31, 2012 and 2013, respectively) | 4,939 | 4,946 | 817 | |||||||||||
Additional paid-in capital | 1,035,651 | 1,036,120 | 171,155 | |||||||||||
Statutory reserves | 5,595 | 5,595 | 924 | |||||||||||
Accumulated deficit | (691,891 | ) | (774,911 | ) | (128,006 | ) | ||||||||
| | | | | | | | | | | ||||
Total shareholders' equity | 354,294 | 271,750 | 44,890 | |||||||||||
| | | | | | | | | | | ||||
Total liabilities and shareholders' equity | 366,378 | 287,602 | 47,508 | |||||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Financial information of parent company | ||||||||||||||
Condensed Statements of Operations | ||||||||||||||
(in thousands) | ||||||||||||||
Years Ended December 31, | ||||||||||||||
2011 | 2012 | 2013 | 2013 | |||||||||||
RMB | RMB | RMB | US$ | |||||||||||
(Note 2(c)) | ||||||||||||||
Costs and expenses: | ||||||||||||||
Selling, general and administrative expenses | (5,611 | ) | (15,263 | ) | (11,127 | ) | (1,838 | ) | ||||||
Net change in fair value | — | 1,536 | (103 | ) | (17 | ) | ||||||||
| | | | | | | | | | | | | | |
Total costs and expenses | (5,611 | ) | (13,727 | ) | (11,230 | ) | (1,855 | ) | ||||||
| | | | | | | | | | | | | | |
Loss from operations | (5,611 | ) | (13,727 | ) | (11,230 | ) | (1,855 | ) | ||||||
Interest income | 212 | 61 | 21 | 3 | ||||||||||
Foreign currency exchange gain loss | (1,981 | ) | (48 | ) | (87 | ) | (14 | ) | ||||||
| | | | | | | | | | | | | | |
Loss before share of subsidiaries' and associates' loss | (7,380 | ) | (13,714 | ) | (11,296 | ) | (1,866 | ) | ||||||
Share of subsidiaries' and associates' loss | (329,135 | ) | (39,797 | ) | (71,724 | ) | (11,848 | ) | ||||||
| | | | | | | | | | | | | | |
Net loss | (336,515 | ) | (53,511 | ) | (83,020 | ) | (13,714 | ) | ||||||
Accretion of convertible redeemable preferred shares | — | — | — | — | ||||||||||
Income allocated to participating preferred shareholders | — | — | — | — | ||||||||||
| | | | | | | | | | | | | | |
Net loss attributable to ordinary shareholders | (336,515 | ) | (53,511 | ) | (83,020 | ) | (13,714 | ) | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Condensed Statements of Cash Flows | ||||||||||||||
(in thousands) | ||||||||||||||
Years Ended December 31, | ||||||||||||||
2011 RMB | 2012 RMB | 2013 RMB | 2013 US$ | |||||||||||
(Note 2(c)) | ||||||||||||||
Net cash used in operating activities | (31,020 | ) | (12,525 | ) | (14,777 | ) | (2,441 | ) | ||||||
Net cash used in investing activities | — | — | — | — | ||||||||||
Cash flow from financing activities: | ||||||||||||||
Share repurchase | (15,332 | ) | — | — | — | |||||||||
Payment of initial public offering costs | (1,315 | ) | — | — | — | |||||||||
Proceeds from issuance of ordinary shares upon initial public offering | — | — | — | — | ||||||||||
Proceeds from issuance of ordinary shares upon exercise of share options | 583 | — | 185 | 31 | ||||||||||
Repayments of short-term borrowing to subsidiaries | — | — | — | — | ||||||||||
Net cash (used in) provided by financing activities | (16,064 | ) | — | 185 | 31 | |||||||||
Effect of exchange rate changes on cash and cash equivalents | (1,942 | ) | (102 | ) | (109 | ) | (18 | ) | ||||||
| | | | | | | | | | | | | | |
Net (decrease) increase in cash and cash equivalents | (49,026 | ) | (12,627 | ) | (14,701 | ) | (2,428 | ) | ||||||
Cash and cash equivalents at the beginning of year | 83,106 | 34,080 | 21,453 | 3,543 | ||||||||||
| | | | | | | | | | | | | | |
Cash and cash equivalents at the end of year | 34,080 | 21,453 | 6,752 | 1,115 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||
Basis of preparation and consolidation | ' | |||||||||||||
a) | ||||||||||||||
Basis of preparation and consolidation | ||||||||||||||
The Group's consolidated financial statements include the financial statements of the Company, its subsidiaries and its VIEs for which the Company is the primary beneficiary. All transactions and balances among the Company, its subsidiaries and its VIEs have been eliminated upon consolidation. The consolidated financial statements have been prepared on a historical cost basis to reflect the financial position and results of operations of the Group in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). | ||||||||||||||
The Reorganization as described in Note 1(b) above has been accounted for as a reorganization of businesses under common control in a manner similar to a pooling of interests. Accordingly, the accompanying consolidated financial statements of the Group include the assets and liabilities of the subsidiaries at their historical carrying amounts. In addition, the accompanying consolidated statements of operations, consolidated balance sheets and consolidated statements of cash flows include the results of operations and cash flows of the Group, as if the current group structure had been in existence throughout the years presented. | ||||||||||||||
A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting powers, or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. | ||||||||||||||
A VIE is an entity in which the Company, or its subsidiary, through contractual agreements, has controlling financial interest of the entity. The Company or its subsidiary is considered to be the primary beneficiary if the Company or its subsidiary has the power to direct the activities that most significantly impact the VIE's economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. | ||||||||||||||
Investments in business entities, including a limited partnership (see Note 7), in which the Group does not have control but has the ability to exercise significant influence over operating and financial policies or is the general partner, are accounted for using the equity method. | ||||||||||||||
Use of estimates | ' | |||||||||||||
b) | ||||||||||||||
Use of estimates | ||||||||||||||
The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Significant accounting estimates reflected in the Group's consolidated financial statements mainly include the useful lives of property and equipment and intangible assets, allowance for doubtful accounts, allowance for loan impairment, provision for losses associated with the interim financial guarantees, valuation allowance of deferred tax assets, and purchase price allocation relating to business combinations as well as property and equipment and goodwill and intangible assets impairment assessment. In addition, the Group uses assumptions in the valuation model to estimate the fair value of share options granted. The Group bases its estimates of the carrying value of certain assets and liabilities on historical experience and on other various factors that they believe to be reasonable under the circumstances, when the carrying values are not readily available from other sources. | ||||||||||||||
Convenience translation | ' | |||||||||||||
c) | ||||||||||||||
Convenience translation | ||||||||||||||
Translations of balances in the consolidated statements of operations, consolidated balance sheets and consolidated statements of cash flows from RMB into United States dollars ("US$") as of and for the year ended December 31, 2013 are solely for the convenience of the reader and were calculated at the rate of US$1.00 =MB6.0537, representing the rate as certified by the H.10 weekly statistical release of the Federal Reserve Board on December 31, 2013. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2013, or at any other rate. | ||||||||||||||
Cash and cash equivalents and cash in bank-time deposits | ' | |||||||||||||
d) | ||||||||||||||
Cash and cash equivalents and cash in bank-time deposits | ||||||||||||||
Cash and cash equivalents consist of cash on hand, time deposit and structured deposits which are unrestricted as to withdrawal or use, and which have maturities of three months or less. | ||||||||||||||
Cash in bank-time deposits consist of time deposits with banks with maturities of more than three months and less than one year. | ||||||||||||||
Restricted cash | ' | |||||||||||||
e) | ||||||||||||||
Restricted cash | ||||||||||||||
The restricted cash relates to (i) initial sales deposits received from the property buyers on behalf of the property sellers during the purchase process, which are deposited into designated bank accounts, and (ii) cash proceeds related to National Advertising Fund (as defined in Note 2(k)) for marketing purposes on behalf of its franchisees. The total amount of restricted cash was approximately RMB18.0 million and RMB13.2 million as of December 31, 2012 and 2013, respectively. | ||||||||||||||
Accounts receivable | ' | |||||||||||||
f) | ||||||||||||||
Accounts receivable | ||||||||||||||
Accounts receivable represent amounts recognized as revenue which have yet to be received from customers and franchisees. The Group accrues an allowance for doubtful accounts for those receivable balances which are unlikely to be collected based on management's analysis and estimates. Accounts receivable are stated net of the allowance for doubtful accounts. | ||||||||||||||
Property and equipment | ' | |||||||||||||
g) | ||||||||||||||
Property and equipment | ||||||||||||||
Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives: | ||||||||||||||
Computers and software | 5 years | |||||||||||||
Furniture, fixtures and equipment | 5 years | |||||||||||||
Vehicles | 5 years | |||||||||||||
Leasehold improvements | Shorter of lease term or estimated useful lives of assets | |||||||||||||
Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of the property and equipment, are expensed as incurred. Gains and losses from the disposal of property and equipment are included in income (loss) from operations. | ||||||||||||||
Intangible assets | ' | |||||||||||||
h) | ||||||||||||||
Intangible assets | ||||||||||||||
Intangible assets as of December 31, 2012 and 2013 consisted of: | ||||||||||||||
i) | ||||||||||||||
CENTURY 21® franchise rights acquired from Realogy represent the rights to use and sub-franchise the CENTURY 21® brand in the PRC for an initial period of 25 years (see Note 11). The Group amortizes intangible assets over their estimated useful lives on a straight-line basis. | ||||||||||||||
ii) | ||||||||||||||
Acquired intangible assets include the reacquired CENTURY 21® franchise rights, customer relationships, real estate listing databases, trademark, and sub-franchisee base, brand name and mortgage credit license (see Note 11). Acquired intangible assets are recorded at fair value on the acquisition date and the Group amortizes the definite-lived intangible assets over their estimated useful lives on a straight-line basis. The value of indefinite-live intangible assets is not amortized, but tested for impairment annually on November 30 of each year, or whenever events or changes in circumstances indicate the carrying value of the assets may not be recoverable. | ||||||||||||||
The useful lifes of intangible assets are summarized as below: | ||||||||||||||
Century 21 franchise rights from Realogy | 25 years | |||||||||||||
Reacquired Century 21 franchise rights | Remaining contractual life at acquisition date | |||||||||||||
Customer relationship | 7/10 years | |||||||||||||
Real estate listing database | 10 years | |||||||||||||
Trademark | 10 years | |||||||||||||
Sub-franchisee Base | 2.9 years | |||||||||||||
Brand name | Indefinite-live | |||||||||||||
Mortgage credit license | 18.7 years | |||||||||||||
Goodwill and indefinite-lived intangible assets | ' | |||||||||||||
i) | ||||||||||||||
Goodwill and indefinite-lived intangible assets | ||||||||||||||
Goodwill represents the excess of costs over fair value of assets of businesses acquired. Any shortfall represents the amount of goodwill impairment. Commencing in September 2011, the Company adopted the Financial Accounting Standards Board ("FASB") revised guidance on "Testing of Goodwill for Impairment." Under this guidance, the Company has the option to choose whether it will apply the qualitative assessment first and then the quantitative assessment, if necessary, or to apply the quantitative assessment directly. The Group chooses to apply the quantitative assessment directly. The Group completes a two-step goodwill impairment test annually or more frequently if circumstances indicate impairment may have occurred. The first step compares the fair value of each reporting unit to its carrying amount. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit's goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. | ||||||||||||||
Intangible assets with an indefinite life are tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. The impairment test consists of a comparison of the fair value of the intangible assets to its carrying amount. If the carrying amount exceeds the fair value, an impairment loss is recognized equal in amount to that excess. | ||||||||||||||
The Group reviews the carrying amounts of goodwill and other indefinite-lived intangible assets at November 30 each year to determine if such assets may be impaired. Goodwill impairment losses for the years ended December 31, 2011, 2012 and 2013 were RMB30.6 million, RMB10.8 million and RMB 20.4 million respectively. For indefinite-lived intangible assets, there is no impairment losses incurred for all the years presented. | ||||||||||||||
Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit and the goodwill impairment losses. | ||||||||||||||
Impairment of long-lived assets | ' | |||||||||||||
j) | ||||||||||||||
Impairment of long-lived assets | ||||||||||||||
The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group assesses the recoverability of the long-lived assets by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition where the fair value is lower than the carrying value, measurement of an impairment loss is recognized in the statements of operations for the difference between the fair value, using the expected future discounted cash flows, and the carrying value of the assets. No impairment of long-lived assets was recognized for the years presented. | ||||||||||||||
Revenue recognition | ' | |||||||||||||
k) | ||||||||||||||
Revenue recognition | ||||||||||||||
The Group recognizes revenue where there is persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Revenues are recorded net of sales related taxes and discounts. | ||||||||||||||
Company-Owned Brokerage Services | ||||||||||||||
As an owner-operator of real estate brokerages, the Group assists customers in listing, marketing, selling, leasing and finding secondary properties and earns brokerage commissions. Brokerage commissions earned are recorded as revenue upon the signing of a real estate sales and purchase agreement between the buyer and the seller or rental agreement between the tenant and the landlord. The signing of such agreements is the evidence of recognition of the provision of the Group's services by the customers. | ||||||||||||||
Under primary property projects, the Group recognizes the commission revenue when the relevant purchase contract between property developers and property buyers become unconditional or irrevocable, and the services as stipulated in the agency contracts have been rendered by the Group. The Group may also be entitled to earn additional revenue on the agency services if certain sales and other performance targets are achieved, such as total volume over a pre-determined period. These additional agency service revenues are recognized when the Group has accomplished the required targets. | ||||||||||||||
The staff commissions are recognized concurrently with the associated brokerage commission revenues, which are upon executing the sales and purchase agreement or rental agreement, and are presented as part of commissions and other agent-related costs in the consolidated statements of operations. | ||||||||||||||
Primary and Commercial Services | ||||||||||||||
The Group provides marketing and sales agency services to real estate developers. The Group recognizes the commission revenue for residential properties when the relevant purchase contract between property developers and property buyers becomes unconditional or irrevocable, and the services as stipulated in the agency contracts have been rendered by the Group. The Group may also be entitled to earn additional revenue on the agency services if certain sales and other performance targets are achieved, such as total volume over a pre-determined period. These additional agency service revenues are recognized when the Group has accomplished the required targets. | ||||||||||||||
For the commercial properties, the Group recognizes commission revenue when the relevant purchase contract between the property developer and the property buyer becomes unconditional or irrevocable, the services as stipulated in the relevant agency contracts have been rendered by the Group, and the purchase amount set forth in the relevant purchase contract has been received by the property developer. Therefore, the Group recognizes commission revenue in installments in proportion to the purchased amount that has been received by the property developer under the relevant purchase contract, or in installments as agreed with the developers under the contractual terms. | ||||||||||||||
The Group provides real estate consulting and agency services to commercial property developers. The Group recognizes revenue on consulting services when it has completed its services. | ||||||||||||||
Mortgage Management Services | ||||||||||||||
The Group provides mortgage management services, many of which are provided in connection with the company-owned brokerage services business. The mortgage management services income related to home mortgage loans and home equity loans is recognized when the mortgage loan funds are disbursed by banks to the customers. Commencing from the third quarter of 2010, the Group began to offer entrusted and mortgage credit loans to consumers. Income for the entrusted and mortgage credit loans is recognized in the income statement over the lives of the loans, based on effective interest rates. The Group reviews the carrying amounts of entrusted and mortgage credit loans at each quarter end or more frequently if circumstances indicate impairment may have occurred. The Group did not incur any impairment losses on the entrusted and mortgage credit loans for the years ended December 31, 2011, 2012 and 2013. | ||||||||||||||
Since 2013 the Group's entrusted and mortgage credit loan services have been improved by performing property refinancing activities, through which certain individuals offer loans to consumers after receiving financing from the Group and then transfer such loans, entirely or partially to third party investors. The Group act as guarantors for such loans and remain responsible for the repayment of loans by the consumers. The interest to investors to whom the loans are transferred is recognized as an operating cost over the lives of the loans, based on the effective interest rates. | ||||||||||||||
Franchise Services | ||||||||||||||
The Group recognizes franchise fee revenue as earned. Franchise revenue includes initial franchise fees, which are generally non-refundable and recognized by the Group as revenue when all services or conditions relating to the initial franchise fee have been performed and the Group has fulfilled all its commitments and obligations (generally when a franchisee commences its operations under the CENTURY 21® brand). Franchise revenue also consists of recurring franchise fees received from the Group's franchisees. The recurring franchise fees received are primarily based on the higher of a percentage of the franchisees' monthly gross income or a fixed minimum monthly amount. The recurring franchise fees are accrued as the underlying franchisee revenue is earned. For the years ended December 31, 2011, 2012 and 2013, the Group's initial franchise fees were RMB10.3 million, RMB5.4 million and RMB2.5 million, respectively. As of December 31, 2013, we had 675 franchised sales offices and 250 company-owned sales offices in operation, compared to 603 franchised sales offices and 317 company-owned sales offices in operation at the end of year 2012. | ||||||||||||||
The Group also collects marketing fees from its franchisees and utilizes such fees to fund advertising campaigns on behalf of its franchisees (known as National Advertising Fund, or NAF). The NAF collected from the franchisees are restricted cash and correspond to the policy on restricted cash (see Note 2(e)). Management fee income of NAF, which is 15% of marketing fees collected from franchisees, is recognized in proportion to the NAF spent during the reporting periods. | ||||||||||||||
Loans receivable and allowance for loans receivable | ' | |||||||||||||
l) | ||||||||||||||
Loans receivable and allowance for loans receivable | ||||||||||||||
Entrusted and mortgage credit loans provided to customers are reported at their outstanding principal balances net of any unearned income and unamortized deferred fees and costs. Loans transferred to investors are reported as loans payable at the outstanding principal net of any interest costs prepaid. Loan origination fees and certain direct origination costs are deferred and recognized as adjustments to income over the lives of the related loans. Based on management's initial intent and ability with regard to those loans, all the loans are held-for-investment and are classified as Loans receivables, net of unearned income on the Consolidated Balance Sheets, and the related cash flows are included within the cash flows from investing activities category in the Consolidated Statement of Cash Flows on the lines Loan issuance and Receipt of loan principals. Cash flows from the transfer of the loans and the redemption of the loan principals are included within the cash flows from financing activities category in the Consolidated Statement of Cash Flows on the lines Transfer of loan receivable and Repurchase of loan. | ||||||||||||||
Since 2013 the Group's entrusted and mortgage credit loan services have been improved by property refinancing activities, through which certain individuals offer loans to consumers after receiving financing from the Group and then transfer such loans, entirely or partially to third party investors. The Group act as guarantors for such loans and remain responsible for the repayment of loans by the consumers. The Group treats the property refinancing activities as one continuing operating business of mortgage management services. Therefore, the cash flows related to these activities were included within the cash flows from operating activities category in the Consolidated Statement of Cash Flows on the lines Receipt of loan principals and Issuance/repurchase of loan. The cash flows associated with the property refinancing activities are presented as below: | ||||||||||||||
For the year | ||||||||||||||
ended | ||||||||||||||
December 31, | ||||||||||||||
2013 | ||||||||||||||
Cash flow from operating activities | ||||||||||||||
Loan issuance through property refinancing activities | (85,135 | ) | ||||||||||||
Receipt of loan principals through property refinancing activities | 20,705 | |||||||||||||
Transfer of loans through property refinancing activities | 78,900 | |||||||||||||
Repurchase of loans through property refinancing activities | (22,490 | ) | ||||||||||||
Interests received from borrowers | 11,912 | |||||||||||||
Interests paid to investors | (3,109 | ) | ||||||||||||
Cash flow from investing activities | ||||||||||||||
Loan issuance through original property refinancing activities | (56,100 | ) | ||||||||||||
Receipt of loan principals through original property refinancing activities | 49,099 | |||||||||||||
Cash flow from financing activities | ||||||||||||||
Transfer of loans through original property refinancing activities | 74,370 | |||||||||||||
Repurchase of loans through original property refinancing activities | (62,143 | ) | ||||||||||||
As a general policy, interest accrual ceases when monthly interest payments are 90 days contractually past due. | ||||||||||||||
Allowance for loan impairment represents management's best estimate of probable impairment inherent in the portfolio, as well as probable impairment related to large individually evaluated impaired attribution of the allowance is made for analytical purposes only, and the entire allowance is available to absorb probable loan impairment inherent in the overall portfolio. Additions to the allowance are made through the provision for loan impairment. Loan impairments are deducted from the allowance, and subsequent recoveries are added. | ||||||||||||||
We did not recognize any impairment of loans receivable for the years ended December 31, 2011, 2012 and 2013 as we have collected back all loans with no default so far. | ||||||||||||||
Deferred revenue | ' | |||||||||||||
m) | ||||||||||||||
Deferred revenue | ||||||||||||||
Deferred revenue generally consists of advances of brokerage commissions from customers for company-owned brokerage services and advances received from customers for mortgage management services fees paid, and they are recognized and transferred to revenue when the mortgage loan funds are disbursed by banks to the customers. | ||||||||||||||
Advertising expenses | ' | |||||||||||||
n) | ||||||||||||||
Advertising expenses | ||||||||||||||
Advertising costs are expensed as incurred. Advertising-related expenses, including promotional expenses and production costs of marketing materials, amounted to RMB51.9 million, RMB25.2 million and RMB45.9 million during the years ended December 31, 2011, 2012 and 2013, respectively. | ||||||||||||||
Business taxes, value added taxes and related surcharges | ' | |||||||||||||
o) | ||||||||||||||
Business taxes, value added taxes and related surcharges | ||||||||||||||
The Group is subject to business tax and related surcharges on the services provided in the PRC. Such tax is levied based on revenue at an applicable rate between 5.6% and 5.65% and is recorded as a reduction of revenues. | ||||||||||||||
On November 16, 2011, the PRC Ministry of Finance and the State Administration of Taxation jointly issued the Implementation Measures on the Pilot Progress of Replacing the Business Tax with a Value-Added Tax in Transport and some Modern Service Industries. On July 31, 2012, the PRC Ministry of Finance and the State Administration of Taxation jointly issued the Notice on expanding the Pilot Progress of Replacing the Business Tax with a Value-Added Tax to Beijing and other 8 provinces and cities. According to the VAT pilot progress rules, The VAT pilot rules change the charge of sales tax from business tax to VAT for certain service industries, including consulting service and advertising industries, in Shanghai, Beijing and Shenzhen. Some of our subsidiaries located in Beijing, fall within the pilot arrangements and are recognized as VAT general taxpayers at the rate of 6% and stop paying business tax from September 1, 2012 onward. | ||||||||||||||
Foreign currency translation | ' | |||||||||||||
p) | ||||||||||||||
Foreign currency translation | ||||||||||||||
The functional currency of the Company and its subsidiaries is RMB. Transactions denominated in currencies other than RMB are translated into RMB at the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are included in the consolidated statements of operations. | ||||||||||||||
Fair value measurements | ' | |||||||||||||
q) | ||||||||||||||
Fair value measurements | ||||||||||||||
The Group's financial instruments include cash and cash equivalents, restricted cash, accounts receivable, amounts due from/to related parties, loans receivable, prepaid and other current assets, equity investments, non-current assets, accounts payable, financial guarantees, accrued expenses, other liabilities and long-term deposits payable. The carrying amounts of these financial instruments approximate their fair values. A three-tier hierarchy is established which prioritizes the inputs used in the valuation methodologies in measuring fair value: | ||||||||||||||
Level 1—observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||||||||||||||
Level 2—include other inputs that are directly or indirectly observable in the marketplace. | ||||||||||||||
Level 3—unobservable inputs which are supported by little or no market activity. | ||||||||||||||
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | ||||||||||||||
The following table sets forth the financial instruments, measured at fair value, by level within the fair value hierarchy as of December 31, 2012 and 2013. | ||||||||||||||
Fair value measurement at | ||||||||||||||
reporting date using | ||||||||||||||
Items | As of | Quoted | Significant | Significant | ||||||||||
December 31, | Prices in | Other | Unobservable | |||||||||||
2012 | Active | Observable | Inputs | |||||||||||
Markets for | Inputs | (Level 3) | ||||||||||||
Identical | (Level 2) | |||||||||||||
Assets | ||||||||||||||
(Level 1) | ||||||||||||||
Cash equivalents | 106,000,000 | — | 106,000,000 | — | ||||||||||
Contingent consideration payable | 33,773,915 | — | — | 33,773,915 | ||||||||||
| | | | | | | | | | | | | | |
Total | 139,773,915 | — | 106,000,000 | 33,773,915 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Fair value measurement at | ||||||||||||||
reporting date using | ||||||||||||||
Items | As of | Quoted | Significant | Significant | ||||||||||
December 31, | Prices in | Other | Unobservable | |||||||||||
2013 | Active | Observable | Inputs | |||||||||||
Markets for | Inputs | (Level 3) | ||||||||||||
Identical | (Level 2) | |||||||||||||
Assets | ||||||||||||||
(Level 1) | ||||||||||||||
Cash equivalents | 78,508,682 | — | 78,508,682 | — | ||||||||||
Contingent consideration payable | 5,622,887 | — | — | 5,622,887 | ||||||||||
| | | | | | | | | | | | | | |
Total | 84,131,569 | — | 78,508,682 | 5,622,887 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Cash Equivalents | ||||||||||||||
The Company's cash equivalents mainly consist of time deposits and structured deposits placed with banks which are unrestricted as to withdraw or use and which have maturities of three months or less. The fair values of time deposits and structured deposits are determined based on the pervasive interest rates in the market, which are also the interest rates as stated in the contracts with the banks. The Company classifies the valuation techniques that use the pervasive interest rates input as Level 2 of fair value measurements. This is because there generally are no quoted prices in active markets for identical time deposits at the reporting date. Hence, in order to determine the fair value, the Company must use observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||||||||
Contingent consideration payable | ||||||||||||||
The following summarizes the Group's contingent consideration payable as of December 31, 2013 (in RMB thousands). | ||||||||||||||
Balance as of December 31, 2012 | 33,774 | |||||||||||||
Settlements | (5,979 | ) | ||||||||||||
Total gains or losses for the period | (22,172 | ) | ||||||||||||
| | | | | ||||||||||
Balance as of December 31, 2013 | 5,623 | |||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
Contingent consideration payable arose from the acquisition of SG International Investments Limited ("Shanggu") (note 2(u) and 9) and was valued based on estimated outcomes of the contingency and their probabilities. The Group classifies the valuation techniques that use these inputs as Level 3. | ||||||||||||||
The Group determined the fair value of the contingent consideration liability based on a probability-weighted cash flow analysis. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The fair value of the contingent consideration liability associated with those future earn-out payments was based on several factors including: | ||||||||||||||
• | ||||||||||||||
Collected cash to revenue ratio, which reflected the acquired business' ability to collect cash generated from revenue; | ||||||||||||||
• | ||||||||||||||
The estimated profit performance of the acquired business in the earn-out periods based on scenario analysis; | ||||||||||||||
• | ||||||||||||||
The estimated probability of achieving the pre-determined profit performance target in the earn-out period; and | ||||||||||||||
• | ||||||||||||||
Discount rate which reflected the uncertainty associated with payments of contingent consideration; | ||||||||||||||
The fair value of contingent consideration was determined to be RMB 11.6 million based on the actual profit performance of Shanggu for the two years ended June 30, 2013. Thereafter, the fair value of contingent consideration was subject to adjustment according to the collectability of account receivables of Shanggu. The installment paid for the contingent consideration was RMB 6.0 million for the year ended December 31, 2013. | ||||||||||||||
The following summarizes the net change in fair value recorded for the years ended December 31, 2012 and 2013: | ||||||||||||||
Years ended | ||||||||||||||
December 31, | ||||||||||||||
2012 | 2013 | |||||||||||||
Net change in fair value in contingent consideration | 10,453 | 22,172 | ||||||||||||
Net change in fair value in post-employees' options | 1,536 | (103 | ) | |||||||||||
| | | | | | | | |||||||
Total net change in fair value | 11,989 | 22,069 | ||||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Determination of the fair value of contingent consideration payable requires significant management judgment, including the judgment in estimating future cash flows and receivable collectability, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for the contingent consideration payable. | ||||||||||||||
The following are other financial instruments not measured at fair value in the balance sheets but for which the fair value is estimated for disclosure purposes. | ||||||||||||||
Short-Term Receivables, Loan receivables and Payables | ||||||||||||||
Accounts receivable, loan receivables and prepaid and other current assets are financial assets with carrying values that approximate fair value due to their short term nature. Accounts payable, accrued expenses and other current liabilities are financial liabilities with carrying values that approximate fair value due to their short term nature. The Company estimated fair values of short-term receivables and payables using the discounted cash flow method. The Company classifies the valuation technique as Level 3 of fair value measurement, as it uses estimated cash flow input which is unobservable in the market. | ||||||||||||||
Other non-current assets and Long-term deposits payable | ||||||||||||||
Other non-current assets are financial assets with carrying values that approximate fair value due to the change in fair value after considering the discount rate, being immaterial. Long-term deposits payable are financial liabilities with carrying values that approximate fair value due to the change in fair value after considering the discount rate, being immaterial. The Company estimated fair values of prepaid non-current assets and long-term accounts payable using the discounted cash flow method. The Company classifies the valuation technique as Level 3 of fair value measurement, as it uses estimated cash flow input which is unobservable in the market. | ||||||||||||||
Assets Measured at Fair Value on a Nonrecurring Basis | ||||||||||||||
The following table sets forth assets measured at fair value on a nonrecurring basis by level within the fair value hierarchy as of December 31, 2013: | ||||||||||||||
Fair value measurement at | ||||||||||||||
reporting date using | ||||||||||||||
Items | As of | Quoted | Significant | Significant | ||||||||||
December 31, | Prices in | Other | Unobservable | |||||||||||
2013 | Active | Observable | Inputs | |||||||||||
Markets for | Inputs | (Level 3) | ||||||||||||
Identical | (Level 2) | |||||||||||||
Assets | ||||||||||||||
(Level 1) | ||||||||||||||
Goodwill | 83,558,503 | — | — | 83,558,503 | ||||||||||
| | | | | | | | | | | | | | |
Total | 83,558,503 | — | — | 83,558,503 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Goodwill | ||||||||||||||
Goodwill represents the excess of the purchase price over the fair value of identifiable assets and liabilities acquired as a result of the Company's acquisition of interests in its subsidiaries. In 2013, the goodwill impairment loss was RMB20.4 million (US$3.4 million). See Note 10—Goodwill. | ||||||||||||||
Share-based compensation | ' | |||||||||||||
r) | ||||||||||||||
Share-based compensation | ||||||||||||||
The Company issues share options granted under a share incentive plan. We use a fair-value based method to account for share-based compensation. Accordingly, share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employees' requisite service period. For options that were granted with performance conditions which vest subsequent to our initial public offering, share-based compensation expenses would be recognized upon the offering using the graded-vesting method. Share-based compensation for the remaining options granted with service conditions are recognized using straight-line method, net of a forfeiture rate, over the requisite service period of the award, which is the vesting term, based on the fair value of the award on the grant date. Share-based compensation expense is charged to additional paid-in capital section in the consolidated balance sheets. In determining the fair value of share options granted, the Black-Scholes valuation model is applied. | ||||||||||||||
Business combinations | ' | |||||||||||||
s) | ||||||||||||||
Business Combinations | ||||||||||||||
The Company accounts for business combinations using the acquisition method and accordingly, the identifiable assets acquired, the liabilities assumed, and any non controlling interest in the acquiree are recorded at their acquisition date fair values. Goodwill represents the excess of the purchase price over the fair value of net assets, including the amount assigned to identifiable intangible assets. The primary drivers that generate goodwill are the value of synergies between the acquired entities and the Company and the acquired assembled workforce, neither of which qualifies as an identifiable intangible asset. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the Consolidated Financial Statements from the acquisition date. | ||||||||||||||
Equity investments | ' | |||||||||||||
t) | ||||||||||||||
Equity investments | ||||||||||||||
For the investments in business entities accounted for using the equity method, the Group's share of the post-acquisition profits or losses is recognized in the consolidated statements of operations and its share of post-acquisition movements in reserves is recognized in reserves. When the Group's share of losses in a business entity equals or exceeds its interest in this entity, the Group does not recognize further losses, unless the Group has incurred obligations or made payments on behalf of the business entity. | ||||||||||||||
The Group reviews such for impairment whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. Investments identified as having an indication of impairment are subject to further analysis to determine if the impairment is other-than-temporary and this analysis requires estimating the fair value of the investments. The fair value determination, particularly for investments in privately-held companies, requires significant judgment to determine appropriate estimates and assumptions. Changes in these estimates and assumptions could affect the calculation of the fair value of the investments and the determination of whether any identified impairment is other-than-temporary. The three equity method investments as of December 31, 2011, 2012 and 2013 were Xian, Fund Management Partnership and TianRe Fund I (see Note 7). No impairment losses were recorded for the year ended December 31, 2011, 2012 and 2013. | ||||||||||||||
Non-controlling interests | ' | |||||||||||||
u) | ||||||||||||||
Non-controlling interests | ||||||||||||||
In September 2009, the Group established a majority-owned subsidiary, namely BVMC, in which the Group owned an 85% equity interest. In October 2009, the Group established a majority-owned subsidiary, namely PRI, in which the Group owned a 70% equity interest. | ||||||||||||||
On June 14, 2011, the Company initially acquired 55% of the equity interest of Shanggu and will acquire another 35% between 2014 and 2019 at the seller's option which the Company does not control, which is considered a put right. The portion of the non-controlling interest that can be put to the Company is accounted for as a mandatorily redeemable security because redemption is outside of the Company's control and is reported in the mezzanine equity section as redeemable non-controlling interest. The exercise price of this put right is calculated using a formula based on the future net profits of Shanggu. The fair value of the non-controlling interest was calculated using a combination of a discounted cash flow model and market comparables of similar transactions and companies. Before June 30, 2014 when the non-controlling interest is not currently redeemable and it is probable that it will become redeemable, any subsequent changes in the redemption value will be recognized immediately as they occur with the carrying amount adjusted to the redemption value at the end of each reporting period. Subsequent to June 30, 2014, when the non-controlling interest is currently redeemable, its carrying amount will be adjusted to the maximum redemption value as of the balance sheet date for each period end. In the calculation of the Group's net income (loss) per share (notes 2(z) and 9(b)). These adjustments to redemption value are calculated after allocating the net income or loss attributable to this non-controlling interest. These periodic adjustments are reflected only to the extent of any excess of the redemption value over fair value. | ||||||||||||||
On July 21, 2010, TianRe Co., Ltd. was established with 65% of its equity interests owned by the Company. On November 15, 2011, Mr. Kevin Yung, Beijing IFM Investment Managements Limited and Everising Investment Management Company Ltd. entered into a share purchase agreement whereby Mr. Kevin Yung transferred his 10% stake in TianRe Co., Ltd to the Company through IFM BJ Inv for total consideration of RMB1.9 million. The remaining 25% is owned by Everising Investment Management Company Ltd. ("Everising"), a third party investment advisory firm. | ||||||||||||||
As of December 31, 2013, non-controlling interests are comprised of 15% of the net assets of BVMC held by Mr. Cai Yuxiang, 30% of the net assets of PRI held by Ms. Fang Na, 25% of the net assets of TianRe Co., Ltd. held by Everising and 45% of the net assets of Shanggu held by Mr. Wu Jiang, of which 35% is redeemable. | ||||||||||||||
Income tax | ' | |||||||||||||
v) | ||||||||||||||
Income tax | ||||||||||||||
Income taxes are accounted for using an asset and liability approach which requires the recognition of income taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Deferred income taxes are determined based on the differences between the accounting basis and the tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws. Deferred tax assets are reduced by a valuation allowance, if based on available evidence, it is considered that it is more likely than not that some portion of or all of the deferred tax assets will not be realized. In making such determination, the Company considers factors including future reversals of existing taxable temporary differences, future profitability, and tax planning strategies. If events were to occur in the future that would allow the Company to realize more of its deferred tax assets than the presently recorded net amount, an adjustment would be made to the deferred tax assets that would increase income for the period when those events occurred. If events were to occur in the future that would require the Company to realize less of its deferred tax assets than the presently recorded net amount, an adjustment would be made to the valuation allowance against deferred tax assets that would decrease income for the period when those events occurred. Significant management judgment is required in determining income tax expense and deferred tax assets and liabilities. | ||||||||||||||
The Company's deferred tax assets relate to net operating losses and temporary differences between accounting basis and tax basis for the Company China-based subsidiaries and VIEs, which are subject to corporate income tax in the PRC under the PRC Corporate Income Tax Law (the "CIT Law"). | ||||||||||||||
PRC Withholding Tax on Dividends | ||||||||||||||
The CIT Law imposes a 10% withholding income tax for dividends distributed by foreign invested enterprises to their immediate holding companies outside mainland China. A lower withholding tax rate will be applied if there is a tax treaty between mainland China and the jurisdiction of the foreign holding company. A holding company in Hong Kong, for example, will be subject to a 5% withholding tax rate under the Arrangement Between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital (the "China-HK Tax Arrangement") if such holding company is considered a non-PRC resident enterprise and holds at least 25% of the equity interests in the PRC foreign invested enterprise distributing the dividends, subject to approval of the PRC local tax authority. However, if the Hong Kong holding company is not considered to be the beneficial owner of such dividends under applicable PRC tax regulations, such dividend may remain subject to a withholding tax rate of 10%. | ||||||||||||||
Uncertain Tax Positions | ||||||||||||||
The guidance on accounting for uncertainties in income taxes prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Guidance was also provided on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Significant judgment is required in evaluating the Group's uncertain tax positions and determining its provision for income taxes. The Group did not recognize any significant interest and penalties associated with uncertain tax positions for the years ended December 31, 2011, 2012 and 2013. As of December 31, 2013, the Group did not have any significant unrecognized uncertain tax positions. | ||||||||||||||
Guarantees | ' | |||||||||||||
w) | ||||||||||||||
Guarantees | ||||||||||||||
For certain guarantees a guarantor is required to recognize a liability for the fair value of the obligation undertaken in issuing the guarantee. For the periods covered by these financial statements, the Group provided interim guarantee services to banking institutions for the mortgage services it refers to banks as part of its mortgage management services in Beijing. An interim guarantee covers the period beginning when the bank disburses the mortgage loan to the property buyer and ending when the mortgage registration certificate is issued to the bank by the applicable property registry, which generally takes one to six months. Since the second quarter of 2010, the Group no longer offers interim guarantee services in Beijing due to regulatory changes. | ||||||||||||||
Statutory reserves | ' | |||||||||||||
x) | ||||||||||||||
Statutory reserves | ||||||||||||||
The Company's subsidiaries in the PRC are required to make appropriations to certain non-distributable reserve funds. In accordance with the laws applicable to China's Foreign Investment | ||||||||||||||
Enterprises, the subsidiaries registered as wholly-owned foreign enterprises or sino-jointly invested companies under PRC law are required to make appropriations from its after-tax profits as determined under the Accounting Standards for Business Enterprises and the "Accounting System for Business Enterprises" as promulgated by the State of the People's Republic of China ("PRC GAAP") to non-distributable reserve fund, including a general reserve, an enterprise expansion fund and a staff welfare and bonus fund. The appropriation to the general reserve fund must be at least 10% of their after tax profits as determined under PRC GAAP. Appropriation is not required if the reserve fund has reached 50% of the registered capital of the respective company. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the boards of directors of the related subsidiaries. In addition, in accordance with the China Company Laws, the subsidiaries of the Company registered as China domestic companies must make appropriations from its after-tax profits as determined under the PRC GAAP to non-distributable reserve funds including a statutory surplus fund, a statutory public welfare fund and a discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the surplus fund has reached 50% of the registered capital of the respective company. Appropriation to the statutory public welfare fund and discretionary surplus fund is made at the discretion of the respective company. | ||||||||||||||
The use of the general reserve fund, statutory surplus fund and discretionary surplus fund are restricted to the offsetting of losses or increase in registered capital of the respective company. The enterprise expansion fund can be used to expand production or to increase registered capital. The staff bonus and welfare fund is available to fund payments of special bonus to staff and for collective welfare benefits. The statutory public welfare fund is restricted to capital expenditures for the welfare of employees. | ||||||||||||||
Other statutory reserves are not transferable to the Company in the form of cash dividends, loans or advances and are therefore not available for distribution except in liquidation. | ||||||||||||||
For the year ended December 31, 2010, appropriations of RMB4,422,426 to the general reserve funds and statutory surplus funds ("statutory reserve funds") were made. No statutory reserve fund appropriations were made for the year ended December 31, 2012 and 2013, as the surplus fund has reached 50% of the registered capital of the respective companies which had an accumulated after tax profits. No other reserve funds were made for all the years presented. | ||||||||||||||
Operating lease | ' | |||||||||||||
y) | ||||||||||||||
Operating lease | ||||||||||||||
Leases where substantially all the risks and rewards of ownership of assets remain with the lessor are accounted for as operating leases. Payments made under operating leases net of any incentives received from the lessor are expensed on a straight-line basis over the terms of the underlying lease. | ||||||||||||||
Net income (loss) per share and per ADS | ' | |||||||||||||
z) | ||||||||||||||
Net income (loss) per share and per ADS | ||||||||||||||
Basic net income (loss) per share is computed by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights to the extent that each class may share income for the period, whereas net loss is allocated to ordinary shares because other participating securities are not contractually obligated to share the loss of the Group. The Group's convertible redeemable preferred shares are participating securities. These preferred shares were converted on February 2, 2010 and were no longer outstanding as of December 31, 2012 and 2013. Diluted net income (loss) per share is calculated by dividing net income (loss) attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary share equivalents consist of the ordinary shares issuable upon the exercise of share options (using the treasury stock method) and the conversion of the convertible redeemable preferred shares (using the if-converted method). Ordinary shares equivalents are not included in the denominator of the diluted net income (loss) per share calculation when inclusion of such shares would be anti-dilutive. Basic and diluted net income (loss) per ADS has been computed by multiplying the net income (loss) per share by 45, which is the number of shares represented by each ADS. | ||||||||||||||
The change in the carrying value of the redeemable NCI is reflected in the Group's net income (loss) per share and per ADS using the two-class method at the consolidated level. Periodic adjustments to recognize changes in redemption value are reflected in the Group's net income (loss) per share and per ADS only to the extent of any excess of the redemption value over initial fair value. | ||||||||||||||
Comprehensive income | ' | |||||||||||||
aa) | ||||||||||||||
Comprehensive Income | ||||||||||||||
Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. | ||||||||||||||
For the years ended December 31, 2011, 2012 and 2013, there was no comprehensive income for the Group. | ||||||||||||||
Recent accounting pronouncements with impact on the financial statements of the Company | ' | |||||||||||||
bb) | ||||||||||||||
Recent accounting pronouncements with impact on the financial statements of the Company | ||||||||||||||
In March of 2013, the FASB issued guidance on "Income Taxes—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The amendments clarify that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss, similar tax loss, or tax credit carryforward, except as noted in the following sentence. To the extent a net operating loss, similar tax loss, or tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such a purpose, then under this exception the unrecognized tax benefit is to be presented in the financial statements as a liability and should not be combined with (netted with) the deferred tax asset(s). The assessment of whether a deferred tax asset is "available" is based on the unrecognized tax benefit and deferred tax asset amounts that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Group is currently evaluating the impact on its consolidated financial statements of adopting this guidance. | ||||||||||||||
ORGANIZATION_AND_PRINCIPAL_ACT1
ORGANIZATION AND PRINCIPAL ACTIVITIES (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES | ' | |||||||||||||
Schedule of investments | ' | |||||||||||||
Name | Date of | Place of | % of | Relationship | Principal activity | |||||||||
Incorporation | Incorporation | Ownership | with the | |||||||||||
held by the | Company | |||||||||||||
Company | ||||||||||||||
Subsidiaries | ||||||||||||||
1 | IFM Company Ltd. ("IFM Co.") | 4-Oct-99 | Cayman Islands | 100 | % | Subsidiary | Holding franchise right | |||||||
2 | Beijing Aifeite International Franchise Consulting Company Ltd. ("IFM Beijing") | 1-Mar-00 | PRC | 100 | % | Subsidiary | Real estate franchising | |||||||
3 | Genius Nation Investments Ltd. ("Genius") | May 18, 2006 | British Virgin Islands | 100 | % | Subsidiary | Investment holding | |||||||
4 | Shanghai Ruifeng Real Estate Investments Consultant Co., Ltd. ("Shanghai Ruifeng") | 28-Sep-06 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
5 | Beijing Anxin Ruide Real Estate Brokerage Co., Ltd.("Beijing Anxin") | 19-Oct-06 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
6 | Shanghai Anshijie Real Estate Consultant Co., Ltd. ("Anshijie") | 28-Nov-06 | PRC | 100 | % | Subsidiary | Investment holding | |||||||
7 | Beijing Kaisheng Jinglue Guarantee Co., Ltd., ("MMC BJ") | 13-Aug-07 | PRC | 100 | % | Subsidiary | Real estate mortgage brokerage service | |||||||
8 | Kaisheng Jinglue (Shanghai) Investment Management Co., Ltd. ("MMC SH") | 8-Apr-08 | PRC | 100 | % | Subsidiary | Real estate mortgage brokerage service | |||||||
9 | Beijing IFM International Real Estate Brokerage Co., Ltd. ("IFM BJ Broker") | May 27, 2008 | PRC | 100 | % | Subsidiary | Real estate franchising | |||||||
10 | Beijing IFM Investment Managements Limited ("IFM BJ Inv") | 27-Sep-08 | PRC | 100 | % | Subsidiary | Investment holding | |||||||
11 | Shanghai Ruifeng Investment Managements Limited ("Ruifeng Inv") | 20-Nov-08 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
12 | Beijing Huachuang Xunjie Technology Co., Ltd. ("Huachuang") | July 16, 2009 | PRC | 100 | % | Subsidiary | Software development and licensing | |||||||
13 | Business Vision Management Consultants Limited ("BVMC") | 18-Sep-09 | HK | 85 | % | Subsidiary | Investment holding | |||||||
14 | Beijing Kaicheng Huaxin Investment Consultants Limited ("PRI") | 20-Oct-09 | PRC | 70 | % | Subsidiary | Primary residential properties market advisory service | |||||||
15 | Beijing Xinrui Shijiao Business Managements Consultant Co., Ltd. ("COM") | 4-Jan-10 | PRC | 85 | % | Subsidiary | Commercial properties market advisory service | |||||||
16 | Shenzhen Kaian Investments Guarantee Co., Ltd ("Kaian") | 10-Mar-10 | PRC | 100 | % | Subsidiary | Real estate mortgage brokerage service | |||||||
17 | Tianjin Shiji TianRe Investment Management Company Ltd. ("TianRe Co., Ltd.") | 21-Jul-10 | PRC | 75 | % | Subsidiary | Fund management | |||||||
18 | Beijing Kudiantongfang Technology Co., Ltd. ("Kudian") | Apr 6,2011 | PRC | 100 | % | Subsidiary | Software development and licensing | |||||||
19 | GuangZhou Anshijie Real Estate Brokerage Co., Ltd. ("GZASJ") | Jun 10,2011 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
20 | Sichuan Ruichangyuan Investment management Co., Ltd. ("CD Ruichuangyuan") | Jun 20,2011 | PRC | 100 | % | Subsidiary | Investment and management consulting | |||||||
21 | Beijing SG Xinrui Real Estate Brokerage Co., Ltd. | Aug 4,2011 | PRC | 55 | % | Subsidiary | Primary real estate agency service | |||||||
22 | City Integrated Residential Services (China) Limited ("CIR")* | 25-Oct-00 | HK | 100 | % | Subsidiary | Investment holding | |||||||
23 | CIR Real Estate Consultant (Shenzhen) Co., Ltd. ("Shenzhen CIR")* | 15-Sep-05 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
24 | Shanghai Yaye Real Estate Brokerage Co., Ltd. ("IFM SH")* | 29-Sep-02 | PRC | 100 | % | Subsidiary | Real estate franchising | |||||||
25 | Chengdu Yize Real Estate Brokerage Co., Ltd. ("IFM CD")* | Sept 4,2003 | PRC | 100 | % | Subsidiary | Real estate franchising | |||||||
26 | Chengdu Yichuan Real Estate Brokerage Co., Ltd. ("Chengdu Yichuan")* | 28-Jun-06 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
27 | Sichuan Yidao Real Estate Brokerage Co., Ltd.("MMC CD")* | 4-Mar-04 | PRC | 100 | % | Subsidiary | Real estate mortgage brokerage service | |||||||
28 | SG International Investments Limited ("Shanggu")* | Jan 25,2011 | Cayman Islands | 55 | % | Subsidiary | Investment holding | |||||||
29 | SG Strategic Investments (Hong Kong) Limited ("SG HK")* | Feb 23,2011 | HK | 55 | % | Subsidiary | Investment holding | |||||||
30 | Beijing SG New Century Consulting Service Company* | May 19,2011 | PRC | 55 | % | Subsidiary | Primary real estate agency service | |||||||
31 | Shenzhen Quancheng Management Services Co.Ltd | Oct 30,2012 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
32 | Sichuan Ruichuan Real Estate Brokerage Co., Ltd. ("Sichuan Ruichuan")* | Nov 23,2011 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
33 | Shanghai Xinjie Real Estate Agency Ltd. | Jan 6,2013 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
34 | Beijing Anxin Chuangfu Property management Co. Ltd. | Sep 28,2013 | PRC | 100 | % | Subsidiary | Real estate brokerage service | |||||||
VIEs and VIEs' Subsidiaries | ||||||||||||||
1 | Beijing Huaxing Tianye Investment Management Co., Ltd ("Huaxing") | 6-Sep-10 | PRC | 100 | % | VIE | Investment management | |||||||
2 | Beijing Kaisheng Chuangfu Investment Co., Ltd ("Chuangfu") | 6-Sep-10 | PRC | 100 | % | VIE | Investment management | |||||||
3 | Beijing Longhe Weiye Real Estate Brokerage Co., Ltd. ("Anxin Inv") | Nov 24,2010 | PRC | 100 | % | VIE | Real estate brokerage service | |||||||
4 | Beijing Hui Jin Mortgage Limited Company ("Hui Jin") | Sep 10,2009 | PRC | 100 | % | Subsidiary | Real estate mortgage brokerage service | |||||||
Equity Investments | ||||||||||||||
1 | Shaanxi Lide Industry Investments Co., Ltd. ("Xian") | 12-Dec-06 | PRC | 10 | % | Investment under | Real estate franchising | |||||||
the equity method | ||||||||||||||
2 | Tianjin Shiji TianRe Equity Investment Fund Management Limited Partnership ("Fund Management Partnership") | July 21, 2010 | PRC | 75 | % | Investment under | Fund management | |||||||
the equity method | ||||||||||||||
3 | Tianjin Shiji TianRe Equity Fund Limited Partnership ("TianRe Fund I") | 19-Aug-10 | PRC | 4.14 | % | Investment under | Fund investment | |||||||
the equity method | ||||||||||||||
*—The subsidiaries marked with * were acquired by the Group through business combination. | ||||||||||||||
Xinye | ' | |||||||||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES | ' | |||||||||||||
Schedule of investments | ' | |||||||||||||
The Company was established in the Cayman Islands in 2005 and subsequently reorganized on August 24, 2006 to be the holding company of its subsidiaries to facilitate investments by private equity investors (the "Reorganization"). To complete the Reorganization, entities that were held by Beijing Xinye Jia Yuan Real Estate Consulting Co., Ltd. ("Xinye"), a wholly-owned foreign enterprise, which were under the common control of Mr. Donald Zhang and Mr. Harry Lu, were transferred to the Company. These entities held by Xinye were: | ||||||||||||||
Name | Place of | % of | Effective date of | Principal activity | ||||||||||
registration / | Ownership | transfer to the | ||||||||||||
operation | held by | Company | ||||||||||||
Xinye | ||||||||||||||
1 | Shanghai Yaye Real Estate Brokerage Co., Ltd. ("IFM SH") | PRC | 51 | % | 4-Dec-08 | Real estate franchising | ||||||||
2 | Beijing Aifeite International Franchise Consulting Company Ltd. ("IFM Beijing") | PRC | 11 | % | 12-Aug-08 | Real estate franchising | ||||||||
3 | Xiamen Shijitonghe Real Estate Consultant Co., Ltd. ("Xiamen") | PRC | 10 | % | 26-Dec-08 | Real estate franchising | ||||||||
4 | Shandong Jinan Sanlian Real Estate Brokerage Co., Ltd. ("Shandong") | PRC | 15 | % | Dec 4,2006 | Real estate franchising | ||||||||
5 | Shaanxi Lide Industry Investments Co., Ltd. ("Xian") | PRC | 10 | % | 9-Feb-09 | Real estate franchising |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||
Schedule of estimated useful lives of property and equipment | ' | |||||||||||||
Computers and software | 5 years | |||||||||||||
Furniture, fixtures and equipment | 5 years | |||||||||||||
Vehicles | 5 years | |||||||||||||
Leasehold improvements | Shorter of lease term or estimated useful lives of assets | |||||||||||||
Summary of useful lives of intangible assets | ' | |||||||||||||
Century 21 franchise rights from Realogy | 25 years | |||||||||||||
Reacquired Century 21 franchise rights | Remaining contractual life at acquisition date | |||||||||||||
Customer relationship | 7/10 years | |||||||||||||
Real estate listing database | 10 years | |||||||||||||
Trademark | 10 years | |||||||||||||
Sub-franchisee Base | 2.9 years | |||||||||||||
Brand name | Indefinite-live | |||||||||||||
Mortgage credit license | 18.7 years | |||||||||||||
Schedule of the cash flows associated with the property refinancing activities | ' | |||||||||||||
For the year | ||||||||||||||
ended | ||||||||||||||
December 31, | ||||||||||||||
2013 | ||||||||||||||
Cash flow from operating activities | ||||||||||||||
Loan issuance through property refinancing activities | (85,135 | ) | ||||||||||||
Receipt of loan principals through property refinancing activities | 20,705 | |||||||||||||
Transfer of loans through property refinancing activities | 78,900 | |||||||||||||
Repurchase of loans through property refinancing activities | (22,490 | ) | ||||||||||||
Interests received from borrowers | 11,912 | |||||||||||||
Interests paid to investors | (3,109 | ) | ||||||||||||
Cash flow from investing activities | ||||||||||||||
Loan issuance through original property refinancing activities | (56,100 | ) | ||||||||||||
Receipt of loan principals through original property refinancing activities | 49,099 | |||||||||||||
Cash flow from financing activities | ||||||||||||||
Transfer of loans through original property refinancing activities | 74,370 | |||||||||||||
Repurchase of loans through original property refinancing activities | (62,143 | ) | ||||||||||||
Schedule of financial instruments measured at fair value | ' | |||||||||||||
Fair value measurement at | ||||||||||||||
reporting date using | ||||||||||||||
Items | As of | Quoted | Significant | Significant | ||||||||||
December 31, | Prices in | Other | Unobservable | |||||||||||
2012 | Active | Observable | Inputs | |||||||||||
Markets for | Inputs | (Level 3) | ||||||||||||
Identical | (Level 2) | |||||||||||||
Assets | ||||||||||||||
(Level 1) | ||||||||||||||
Cash equivalents | 106,000,000 | — | 106,000,000 | — | ||||||||||
Contingent consideration payable | 33,773,915 | — | — | 33,773,915 | ||||||||||
| | | | | | | | | | | | | | |
Total | 139,773,915 | — | 106,000,000 | 33,773,915 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Fair value measurement at | ||||||||||||||
reporting date using | ||||||||||||||
Items | As of | Quoted | Significant | Significant | ||||||||||
December 31, | Prices in | Other | Unobservable | |||||||||||
2013 | Active | Observable | Inputs | |||||||||||
Markets for | Inputs | (Level 3) | ||||||||||||
Identical | (Level 2) | |||||||||||||
Assets | ||||||||||||||
(Level 1) | ||||||||||||||
Cash equivalents | 78,508,682 | — | 78,508,682 | — | ||||||||||
Contingent consideration payable | 5,622,887 | — | — | 5,622,887 | ||||||||||
| | | | | | | | | | | | | | |
Total | 84,131,569 | — | 78,508,682 | 5,622,887 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of contingent consideration payable | ' | |||||||||||||
The following summarizes the Group's contingent consideration payable as of December 31, 2013 (in RMB thousands). | ||||||||||||||
Balance as of December 31, 2012 | 33,774 | |||||||||||||
Settlements | (5,979 | ) | ||||||||||||
Total gains or losses for the period | (22,172 | ) | ||||||||||||
| | | | | ||||||||||
Balance as of December 31, 2013 | 5,623 | |||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
Schedule of net change in fair value | ' | |||||||||||||
Years ended | ||||||||||||||
December 31, | ||||||||||||||
2012 | 2013 | |||||||||||||
Net change in fair value in contingent consideration | 10,453 | 22,172 | ||||||||||||
Net change in fair value in post-employees' options | 1,536 | (103 | ) | |||||||||||
| | | | | | | | |||||||
Total net change in fair value | 11,989 | 22,069 | ||||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Schedule of assets measured at fair value on a nonrecurring basis | ' | |||||||||||||
Fair value measurement at | ||||||||||||||
reporting date using | ||||||||||||||
Items | As of | Quoted | Significant | Significant | ||||||||||
December 31, | Prices in | Other | Unobservable | |||||||||||
2013 | Active | Observable | Inputs | |||||||||||
Markets for | Inputs | (Level 3) | ||||||||||||
Identical | (Level 2) | |||||||||||||
Assets | ||||||||||||||
(Level 1) | ||||||||||||||
Goodwill | 83,558,503 | — | — | 83,558,503 | ||||||||||
| | | | | | | | | | | | | | |
Total | 83,558,503 | — | — | 83,558,503 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
ACCOUNTS_RECEIVABLE_Tables
ACCOUNTS RECEIVABLE (Tables) (Accounts receivable) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Accounts receivable | ' | ||||||||||
Accounts receivable | ' | ||||||||||
Schedule of accounts receivable | ' | ||||||||||
The following summarizes the Group's accounts receivable as of December 31, 2012 and 2013 (in RMB thousands): | |||||||||||
December 31, | |||||||||||
2012 | 2013 | ||||||||||
Accounts receivable | 193,620 | 191,043 | |||||||||
Less: Allowance for doubtful accounts | (17,333 | ) | (22,171 | ) | |||||||
| | | | | | | | ||||
176,287 | 168,872 | ||||||||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of movements of the allowance for doubtful accounts | ' | ||||||||||
The following table sets out the movements of the allowance for doubtful accounts for the years ended December 31, 2011, 2012 and 2013 (in RMB thousands): | |||||||||||
Years ended December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||
Balance at beginning of the year | (10,367 | ) | (15,536 | ) | (17,333 | ) | |||||
Charged to costs and expenses | (14,343 | ) | (12,129 | ) | (14,681 | ) | |||||
Write-off of receivable balances and corresponding provisions | 9,174 | 10,332 | 9,843 | ||||||||
| | | | | | | | | | | |
Balance at end of the year | (15,536 | ) | (17,333 | ) | (22,171 | ) | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
LOANS_RECEIVABLE_Tables
LOANS RECEIVABLE (Tables) (Loans receivable) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Loans receivable | ' | |||||||
Loans receivable | ' | |||||||
Schedule of loans receivable | ' | |||||||
The following summarizes the Group's loans receivable as of December 31, 2012 and December 31, 2013 (in RMB thousands): | ||||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Entrusted and mortgage credit loans | 25,405 | 22,404 | ||||||
Loans through property refinancing activities | 9,824 | 98,729 | ||||||
| | | | | | | | |
Less: Impairment | — | — | ||||||
| | | | | | | | |
Loans receivable | 35,229 | 121,133 | ||||||
| | | | | | | | |
| | | | | | | | |
PREPAID_EXPENSES_AND_OTHER_CUR1
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | ' | |||||||
Schedule of prepaid expenses and other current assets | ' | |||||||
Prepaid expenses and other current assets consisted of the following (in RMB thousands): | ||||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Prepaid rental | 20,542 | 19,368 | ||||||
Staff advances and deposits | 7,701 | 9,398 | ||||||
Prepayments to suppliers | 2,615 | 5,384 | ||||||
Others | 10,407 | 10,329 | ||||||
| | | | | | | | |
Total | 41,265 | 44,479 | ||||||
| | | | | | | | |
| | | | | | | | |
EQUITY_INVESTMENTS_Tables
EQUITY INVESTMENTS (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
EQUITY INVESTMENTS | ' | ||||||||||
Schedule of changes in equity investments | ' | ||||||||||
Xian | Fund | Total | |||||||||
Management | |||||||||||
Partnership | |||||||||||
Balance as of December 31, 2011 | 194 | 10,401 | 10,595 | ||||||||
Investments | — | — | — | ||||||||
Share of associates' income (losses) | (39 | ) | 2,585 | 2,546 | |||||||
| | | | | | | | | | | |
Balance as of December 31, 2012 | 155 | 12,986 | 13,141 | ||||||||
| | | | | | | | | | | |
Investments | — | — | — | ||||||||
Share of associates' (losses) income | (3 | ) | 2,077 | 2,074 | |||||||
| | | | | | | | | | | |
Balance as of December 31, 2013 | 152 | 15,063 | 15,215 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
PROPERTY_AND_EQUIPMENT_NET_Tab
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
PROPERTY AND EQUIPMENT, NET | ' | |||||||
Schedule of property and equipment, net | ' | |||||||
Property and equipment, net, consisted of the following (in RMB thousands): | ||||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Computers and software | 41,250 | 42,226 | ||||||
Furniture, fixtures and equipment | 26,653 | 21,055 | ||||||
Vehicles | 6,124 | 6,077 | ||||||
Leasehold improvements | 45,331 | 45,061 | ||||||
119,358 | 114,419 | |||||||
Less: accumulated depreciation and amortization | (78,526 | ) | (80,985 | ) | ||||
| | | | | | | | |
Property and equipment, net | 40,832 | 33,434 | ||||||
| | | | | | | | |
| | | | | | | | |
BUSINESS_COMBINATIONS_Tables
BUSINESS COMBINATIONS (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
BUSINESS COMBINATIONS | ' | |||||
Schedule of purchase price allocation | ' | |||||
The Company re-measured the fair value of the contingent consideration and reduced the corresponding liability which resulted in a gain of RMB10.5 million and RMB22.2 million for the year ended December 31, 2012 and 2013 into its consolidated statements of operations. | ||||||
Amount | Estimated | |||||
Useful life | ||||||
Net tangible assets acquired | — | |||||
Intangible assets acquired: | ||||||
Brand name | 45,214 | Indefinite | ||||
Customer relationships | 13,811 | 7 years | ||||
Goodwill | 128,705 | |||||
Redeemable non-controlling interest | (67,185 | ) | ||||
Non-controlling interest | (10,846 | ) | ||||
Deferred tax liabilities | (14,756 | ) | ||||
| | | | | | |
Total purchase consideration | 94,943 | |||||
| | | | | | |
| | | | | | |
Including: Initial acquisition payment in cash | 25,000 | |||||
Contingent consideration | 69,943 | |||||
Schedule of redeemable non-controlling interest | ' | |||||
The following summarizes the Group's redeemable non-controlling interest as of December 31, 2012 and 2013 (in RMB thousands): | ||||||
Balance as of December 31, 2011 | 66,181 | |||||
Purchases, sales, issuances, and settlements (net) | — | |||||
Total gain for the period | 3,249 | |||||
| | | | | ||
Balance as of December 31, 2012 | 69,430 | |||||
Total losses for the period | (2,269 | ) | ||||
Balance as of December 31, 2013 | 67,161 | |||||
| | | | | ||
| | | | | ||
GOODWILL_Tables
GOODWILL (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
GOODWILL | ' | |||||||||||||
Schedule of changes in goodwill allocated to reportable segments | ' | |||||||||||||
The following summarizes the changes in goodwill allocated to the Group's reportable segments (Note 25) as of December 31, 2012 and 2013 (in RMB thousands): | ||||||||||||||
Company-Owned | Franchise | Primary and | Total | |||||||||||
Brokerage Services | Services | Commercial | ||||||||||||
Services | ||||||||||||||
Balance as of January 1, 2012 | 3,537 | 8,696 | 102,465 | 114,698 | ||||||||||
Acquisitions | — | — | — | — | ||||||||||
Impairments | — | — | (10,755 | ) | (10,755 | ) | ||||||||
Balance as of December 31, 2012 | 3,537 | 8,696 | 91,710 | 103,943 | ||||||||||
Acquisitions | — | — | — | — | ||||||||||
Impairments | — | — | (20,384 | ) | (20,384 | ) | ||||||||
| | | | | | | | | | | | | | |
Balance as of December 31, 2013 | 3,537 | 8,696 | 71,326 | 83,559 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
INTANGIBLE_ASSETS_NET_Tables
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
INTANGIBLE ASSETS, NET | ' | |||||||||||||||||||||||||
Schedule of intangible assets, net | ' | |||||||||||||||||||||||||
The following summarizes the Group's intangible assets as of December 31, 2012 and 2013 (in RMB thousands): | ||||||||||||||||||||||||||
CENTURY 21® | Customer | Real | Trademark | Sub-franchisee | Brand | Mortgage | Total | |||||||||||||||||||
franchise | relationships | estate | base | name | credit | |||||||||||||||||||||
rights | listing | license | ||||||||||||||||||||||||
databases | ||||||||||||||||||||||||||
Cost | 48,747 | 14,760 | 541 | 403 | 2,044 | 45,214 | 6,666 | 118,375 | ||||||||||||||||||
Accumulated amortization | (19,468 | ) | (1,605 | ) | (273 | ) | (140 | ) | (704 | ) | — | (358 | ) | (22,548 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of January 1, 2012 | 29,279 | 13,155 | 268 | 263 | 1,340 | 45,214 | 6,308 | 95,827 | ||||||||||||||||||
Additions | — | — | — | — | — | — | — | — | ||||||||||||||||||
Amortization | (2,348 | ) | (2,070 | ) | (54 | ) | (40 | ) | (704 | ) | — | (358 | ) | (5,574 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2012 | 26,931 | 11,085 | 214 | 223 | 636 | 45,214 | 5,950 | 90,253 | ||||||||||||||||||
Additions | — | — | — | — | — | — | — | — | ||||||||||||||||||
Amortization | (2,348 | ) | (2,070 | ) | (54 | ) | (40 | ) | (636 | ) | — | (358 | ) | (5,506 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2013 | 24,583 | 9,015 | 160 | 183 | — | 45,214 | 5,592 | 84,747 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Schedule of annual estimated amortization expense of intangible assets | ' | |||||||||||||||||||||||||
Based on the Group's intangible assets subject to amortization, the annual estimated amortization expense related to the above intangible assets is as follows (in RMB thousands): | ||||||||||||||||||||||||||
2014 | 4,869 | |||||||||||||||||||||||||
2015 | 4,869 | |||||||||||||||||||||||||
2016 | 4,869 | |||||||||||||||||||||||||
2017 | 4,869 | |||||||||||||||||||||||||
2018 | 3,813 | |||||||||||||||||||||||||
Thereafter | 16,244 | |||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||
Total | 39,533 | |||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||
| | | | | ||||||||||||||||||||||
ACCRUED_EXPENSES_AND_OTHER_CUR1
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ' | |||||||
Schedule of accrued expenses and other current liabilities | ' | |||||||
Accrued expenses and other current liabilities consisted of the following (in RMB thousands): | ||||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Salaries, commissions and welfare payable | 129,855 | 146,307 | ||||||
Taxes payable | 40,877 | 46,045 | ||||||
Royalty fees payable | 1,435 | 718 | ||||||
Third party deposits | 16,491 | 13,047 | ||||||
Professional fees payable | 4,065 | 6,584 | ||||||
Property refinancing loan payable | — | 86,210 | ||||||
Other current liabilities | 24,971 | 29,123 | ||||||
| | | | | | | | |
Total | 217,694 | 328,034 | ||||||
| | | | | | | | |
| | | | | | | | |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
INCOME TAXES | ' | ||||||||||
Schedule of provision for income taxes | ' | ||||||||||
The provision for income tax is as follows (in RMB thousands): | |||||||||||
Years ended December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||
Income tax provision: | |||||||||||
Current | 1,498 | 8,484 | 3,289 | ||||||||
Deferred | (395 | ) | (5,771 | ) | (5,621 | ) | |||||
| | | | | | | | | | | |
Total | 1,103 | 2,713 | (2,332 | ) | |||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of deferred tax assets and liabilities arise from tax impact of significant temporary differences | ' | ||||||||||
The following table presents the tax impact of significant temporary differences between the tax and financial statement bases of assets and liabilities that gave rise to deferred tax assets and liabilities as of December 31, 2012 and 2013 (in RMB thousands): | |||||||||||
December 31, | |||||||||||
2012 | 2013 | ||||||||||
Current | |||||||||||
Deferred tax assets: | |||||||||||
Allowance for doubtful accounts | 4,333 | 5,543 | |||||||||
Deferred revenue | 838 | 1,898 | |||||||||
Accrued expense and payroll | 35,050 | 39,266 | |||||||||
Advertising expense | 861 | 479 | |||||||||
Net operating loss carry forwards | — | — | |||||||||
| | | | | | | | ||||
Total deferred tax assets | 41,082 | 47,186 | |||||||||
Less: valuation allowance | (36,202 | ) | (37,556 | ) | |||||||
| | | | | | | | ||||
Net deferred tax assets—current | 4,880 | 9,630 | |||||||||
| | | | | | | | ||||
Non-current | |||||||||||
Deferred tax assets: | |||||||||||
Net operating loss carry forwards | 126,341 | 144,678 | |||||||||
Intangible assets and property and equipment | 5,599 | 4,695 | |||||||||
| | | | | | | | ||||
Total deferred tax assets | 131,940 | 149,373 | |||||||||
Less: valuation allowance | (131,940 | ) | (149,373 | ) | |||||||
| | | | | | | | ||||
— | — | ||||||||||
| | | | | | | | ||||
Deferred tax liabilities: | |||||||||||
Intangible assets and property and equipment | (16,652 | ) | (15,781 | ) | |||||||
| | | | | | | | ||||
Net deferred tax liabilities—non-current | (16,652 | ) | (15,781 | ) | |||||||
| | | | | | | | ||||
Schedule of movement of the valuation allowance for net deferred tax assets | ' | ||||||||||
The following table sets forth the movements of the valuation allowance for net deferred tax assets for the years presented (in RMB thousands): | |||||||||||
Years ended December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||
Balance at beginning of the year | (62,628 | ) | (152,872 | ) | (168,142 | ) | |||||
Write-back/(provision) for the year | (90,244 | ) | (15,270 | ) | (18,787 | ) | |||||
| | | | | | | | | | | |
Balance at end of the year | (152,872 | ) | (168,142 | ) | (186,929 | ) | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of reconciliation of income tax at the statutory income tax rate to the Group's effective tax rate | ' | ||||||||||
Years ended December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||
Statutory income tax rates | (25.0 | )% | (25.0 | )% | (25.0 | )% | |||||
Effect of preferential tax rate | (1.0 | )% | 0.2 | % | 0 | % | |||||
Effect of income tax rate changes | (0.6 | )% | 0 | % | (2.3 | )% | |||||
Changes in valuation allowance | 26.6 | % | 31.2 | % | 24.9 | % | |||||
Effect of goodwill impairment loss | 2.3 | % | 5.7 | % | 5.8 | % | |||||
Effect of fair value changes | (1.9 | )% | (6.3 | )% | (6.2 | )% | |||||
Others | 0 | % | (0.1 | )% | 0.2 | % | |||||
| | | | | | | | | | | |
Effective tax rate | 0.4 | % | 5.7 | % | (2.6 | )% | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
NET_INCOME_LOSS_PER_SHARE_AND_1
NET INCOME (LOSS) PER SHARE AND PER ADS (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
NET INCOME (LOSS) PER SHARE AND PER ADS | ' | ||||||||||
Schedule of basic and diluted net income (loss) per ordinary share and per ADS | ' | ||||||||||
The following table sets forth the computation of basic and diluted net income (loss) per ordinary share and ADS for the years ended December 31, 2011 ,2012 and 2013 (in RMB thousands, except per share and per ADS data): | |||||||||||
2011 | 2012 | 2013 | |||||||||
Numerator: | |||||||||||
Net income (loss) attributable to IFM Investments Limited | (336,515 | ) | (53,511 | ) | (83,020 | ) | |||||
Numerator for basic and diluted net income (loss) per share | (336,515 | ) | (53,511 | ) | (83,020 | ) | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Denominator: | |||||||||||
Weighted-average shares—basic | 668,291 | 667,672 | 668,198 | ||||||||
Potentially dilutive shares: | |||||||||||
Preferred shares* | — | — | — | ||||||||
Options* | — | — | — | ||||||||
Weighted averages shares—diluted | 668,291 | 667,672 | 668,198 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Net income (loss) per share—basic | (0.50 | ) | (0.08 | ) | (0.12 | ) | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Net income (loss) per share—diluted | (0.50 | ) | (0.08 | ) | (0.12 | ) | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Net income (loss) per ADS—basic | (22.66 | ) | (3.61 | ) | (5.59 | ) | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Net income (loss) per ADS—diluted | (22.66 | ) | (3.61 | ) | (5.59 | ) | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
SHAREBASED_COMPENSATION_Tables
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
SHARE-BASED COMPENSATION | ' | |||||||||||||||||||
Schedule of share option grant valuation assumptions | ' | |||||||||||||||||||
Years ended December 31, | ||||||||||||||||||||
2011 | 2012 | 2013 | ||||||||||||||||||
Expected volatility | — | 58.8% - 60.3% | 103.5 | % | ||||||||||||||||
Risk-free interest rate | — | 1.17% - 1.27% | 0.86 | % | ||||||||||||||||
Dividend yield | — | 0.00% | 0 | % | ||||||||||||||||
Expected term (in years) | — | 3.5 | 3.5 | |||||||||||||||||
Weighted average fair value of the underlying shares on the date of option grants (US$) | — | 0.03 | 0.04 | |||||||||||||||||
Schedule of share options activities | ' | |||||||||||||||||||
Share options Outstanding | ||||||||||||||||||||
Share options | Number of Share | Weighted Average | ||||||||||||||||||
available | options | Exercise Price (US$) | ||||||||||||||||||
Balance as of December 31, 2008 | 10,576,880 | 41,900,000 | 0.12 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Share options granted | (3,400,000 | ) | 3,400,000 | 0.32 | ||||||||||||||||
Share options cancelled/forfeited | 1,500,000 | (1,500,000 | ) | 0.11 | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Balance as of December 31, 2009 | 8,676,880 | 43,800,000 | 0.13 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Share options granted | (5,250,000 | ) | 5,250,000 | 0.27 | ||||||||||||||||
Share options cancelled/forfeited | 2,150,000 | (2,150,000 | ) | 0.14 | ||||||||||||||||
Share options exercised | — | (3,599,143 | ) | 0.11 | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Balance as of December 31, 2010 | 5,576,880 | 43,300,857 | 0.15 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Share options granted | — | — | — | |||||||||||||||||
Share options cancelled/forfeited | 1,840,536 | (1,840,536 | ) | 0.18 | ||||||||||||||||
Share options exercised | — | (977,582 | ) | 0.09 | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Balance as of December 31, 2011 | 7,417,416 | 40,482,739 | 0.15 | |||||||||||||||||
Share options granted | (900,000 | ) | 900,000 | 0.03 | ||||||||||||||||
Share options cancelled/forfeited | 2,300,000 | (2,300,000 | ) | 0.14 | ||||||||||||||||
Balance as of December 31, 2012 | 8,817,416 | 39,082,739 | 0.02 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Share options granted | (2,577,120 | ) | 2,577,120 | 0.04 | ||||||||||||||||
Share options exercised | — | (1,245,334 | ) | 0.02 | ||||||||||||||||
Balance as of December 31, 2013 | 6,240,296 | 40,414,525 | 0.02 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Schedule of weighted average remaining contractual life and exercise price for the share options outstanding and exercisable | ' | |||||||||||||||||||
The following table summarizes the weighted average remaining contractual life and exercise price for the share options outstanding and exercisable as of December 31, 2013: | ||||||||||||||||||||
Share options Outstanding | Share options Exercisable | |||||||||||||||||||
Range of Exercise Prices (US$) | Number of | Weighted | Weighted | Number of | Weighted | Weighted | ||||||||||||||
options | Average | Average | options | Average | Average | |||||||||||||||
outstanding | Remaining | Exercise Price | outstanding | Remaining | Exercise Price | |||||||||||||||
Contractual | (US$) | Contractual | US($) | |||||||||||||||||
Life | Life | |||||||||||||||||||
(In years) | (In years) | |||||||||||||||||||
$0.02 | 21,337,405 | 3.52 | 0.02 | 21,337,405 | 3.52 | 0.02 | ||||||||||||||
$0.03 | 16,000,000 | 3.52 | 0.03 | 16,000,000 | 3.52 | 0.03 | ||||||||||||||
$0.03 | 500,000 | 3.67 | 0.03 | 166,667 | 3.67 | 0.03 | ||||||||||||||
$0.04 | 2,577,120 | 4.86 | 0.04 | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
40,414,525 | 3.61 | 0.02 | 37,504,072 | 3.52 | 0.02 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
Schedule of future minimum lease payments under non-cancelable operating lease agreements | ' | ||||
Future minimum lease payments under these non-cancellable operating lease agreements as of December 31, 2013 are as follows (in RMB thousands): | |||||
For the year ending December 31, | |||||
2014 | 97,926 | ||||
2015 | 63,641 | ||||
2016 | 30,544 | ||||
2017 | 19,805 | ||||
2018 | 12,274 | ||||
2019 | 2,350 | ||||
| | | | | |
Total | 226,540 | ||||
| | | | | |
| | | | | |
Minimum Service Fees | ' | ||||
Minimum Service Fees | ' | ||||
Schedule of future minimum service fees | ' | ||||
The minimum service fees for future years are as follows (in RMB thousands): | |||||
2014 | 605 | ||||
2015 | 605 | ||||
2016 | 605 | ||||
2017 | 605 | ||||
2018 | 605 | ||||
Thereafter | 3,784 | ||||
| | | | | |
Total | 6,809 | ||||
| | | | | |
| | | | | |
RELATED_PARTY_TRANSACTIONS_Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
RELATED PARTY TRANSACTIONS | ' | |||||||
Schedule of related parties and their relationships with the Group | ' | |||||||
Related parties | Relationships with the Group | |||||||
Xian | Investment under the equity method | |||||||
Fund Management Partnership | Investment under the equity method | |||||||
TianRe Fund I | Investment under the equity method | |||||||
GL Asia Mauritius II Cayman Ltd | Shareholder of the Company | |||||||
Schedule of amounts due from/to related parties | ' | |||||||
As of December 31, 2012 and 2013, the amounts due from/to related parties consisted of the following (in RMB thousands): | ||||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Amounts due from related parties | ||||||||
Fund Management Partnership | 109 | 141 | ||||||
Xian | — | — | ||||||
Other | 1 | 1 | ||||||
| | | | | | | | |
Total amounts due from related parties | 110 | 142 | ||||||
| | | | | | | | |
Amounts due to related parties | ||||||||
Fund Management Partnership | 22 | 32 | ||||||
Xian | 250 | 250 | ||||||
| | | | | | | | |
Total amounts due to related parties | 272 | 282 | ||||||
| | | | | | | | |
| | | | | | | | |
VARIABLE_INTEREST_ENTITIES_Tab
VARIABLE INTEREST ENTITIES (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
VARIABLE INTEREST ENTITIES | ' | |||||||||||||
Schedule of assets, liabilities, results of operations and cash flows of the consolidated VIEs | ' | |||||||||||||
2012 | 2013 | 2013 | ||||||||||||
RMB | RMB | US$ | ||||||||||||
Amounts due from related parties | 54,299 | 98,591 | 16,286 | |||||||||||
Other current assets | 59,217 | 132,350 | 21,863 | |||||||||||
| | | | | | | | | | | ||||
Total current assets | 113,516 | 230,941 | 38,149 | |||||||||||
| | | | | | | | | | | ||||
Intangible assets, net | 5,950 | 5,592 | 924 | |||||||||||
| | | | | | | | | | | ||||
Total assets | 119,466 | 236,533 | 39,073 | |||||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Accounts payable | 5 | 7 | 1 | |||||||||||
Accrued expenses and other current liabilities | 1,558 | 90,985 | 15,030 | |||||||||||
Amounts due to related parties | 39,680 | 64,529 | 10,659 | |||||||||||
| | | | | | | | | | | ||||
Total current liabilities | 41,243 | 155,521 | 25,690 | |||||||||||
| | | | | | | | | | | ||||
Deferred tax liabilities | 1,667 | 1,399 | 231 | |||||||||||
| | | | | | | | | | | ||||
Total liabilities | 42,910 | 156,920 | 25,921 | |||||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
2011 | 2012 | 2013 | 2013 | |||||||||||
RMB | RMB | RMB | US$ | |||||||||||
Net revenue | 698 | 4,293 | 11,586 | 1,914 | ||||||||||
Net income/(loss) | (1,863 | ) | 487 | 927 | 153 | |||||||||
2011 | 2012 | 2013 | 2013 | |||||||||||
RMB | RMB | RMB | US$ | |||||||||||
Net cash provided by (used in) operating activities | 44,149 | (24,636 | ) | (20,480 | ) | (3,383 | ) | |||||||
Net cash provided by (used in) investing activities | (12,258 | ) | 3,657 | (38,901 | ) | (6,426 | ) | |||||||
Net cash provided by financing activities: | 500 | 38,000 | 18,450 | 3,048 | ||||||||||
| | | | | | | | | | | | | | |
Net ( increase ) decrease in cash and cash equivalents | 32,391 | 17,021 | (40,931 | ) | (6,761 | ) | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
SEGMENT INFORMATION | ' | |||||||||||||||||||
Schedule of selected revenue and expense information for each operating segment | ' | |||||||||||||||||||
Year ended December 31, 2011 (in RMB thousands) | ||||||||||||||||||||
Company-Owned | Franchise | Mortgage | Primary and | Non-allocated | Total | |||||||||||||||
Brokerage | Services | Management | Commercial | |||||||||||||||||
Services | Services | Services | ||||||||||||||||||
Revenue from external customers | 513,375 | 23,546 | 22,903 | 44,735 | — | 604,559 | ||||||||||||||
Commissions and other agent-related costs | (394,865 | ) | (1,490 | ) | (6,786 | ) | (25,779 | ) | — | (428,920 | ) | |||||||||
Operating costs | (271,562 | ) | (8,873 | ) | (1,672 | ) | (14,352 | ) | (193 | ) | (296,652 | ) | ||||||||
Selling, general and administrative expenses | (107,843 | ) | (15,492 | ) | (10,696 | ) | (17,052 | ) | (67,027 | ) | (218,110 | ) | ||||||||
Goodwill impairment | (4,374 | ) | — | — | (26,240 | ) | (30,614 | ) | ||||||||||||
Net fair value change in contingent consideration | — | — | — | 25,716 | — | 25,716 | ||||||||||||||
(Loss) income from operations | (265,269 | ) | (2,309 | ) | 3,749 | (12,972 | ) | (67,220 | ) | (344,021 | ) | |||||||||
Net (loss) income | (264,722 | ) | (2,311 | ) | 3,620 | (12,972 | ) | (64,025 | ) | (340,410 | ) | |||||||||
Year ended December 31, 2012 (in RMB thousands) | ||||||||||||||||||||
Company-Owned | Franchise | Mortgage | Primary and | Non-allocated | Total | |||||||||||||||
Brokerage | Services | Management | Commercial | |||||||||||||||||
Services | Services | Services | ||||||||||||||||||
Revenue from external customers | 623,927 | 13,405 | 25,686 | 85,115 | — | 748,133 | ||||||||||||||
Commissions and other agent-related costs | (394,089 | ) | (1,221 | ) | (6,981 | ) | (52,991 | ) | — | (455,282 | ) | |||||||||
Operating costs | (156,460 | ) | (6,125 | ) | (1,432 | ) | (11,313 | ) | — | (175,330 | ) | |||||||||
Selling, general and administrative expenses | (85,970 | ) | (7,993 | ) | (10,873 | ) | (12,049 | ) | (60,590 | ) | (177,475 | ) | ||||||||
Goodwill impairment | — | — | — | (10,755 | ) | (10,755 | ) | |||||||||||||
Net fair value change in contingent consideration | — | — | — | 10,453 | 1,536 | 11,989 | ||||||||||||||
(Loss) income from operations | (12,592 | ) | (1,934 | ) | 6,400 | 8,460 | (59,054 | ) | (58,720 | ) | ||||||||||
Net (loss) income | (6,405 | ) | (1,930 | ) | 6,128 | 5,435 | (53,312 | ) | (50,084 | ) | ||||||||||
Year ended December 31, 2013 (in RMB thousands) | ||||||||||||||||||||
Company-Owned | Franchise | Mortgage | Primary and | Non-allocated | Total | |||||||||||||||
Brokerage | Services | Management | Commercial | |||||||||||||||||
Services | Services | Services | ||||||||||||||||||
Revenue from external customers | 691,343 | 11,987 | 36,788 | 137,333 | — | 877,451 | ||||||||||||||
Commissions and other agent-related costs | (468,385 | ) | (1,977 | ) | (7,844 | ) | (84,230 | ) | — | (562,436 | ) | |||||||||
Operating costs | (159,541 | ) | (5,939 | ) | (5,430 | ) | (13,481 | ) | (2 | ) | (184,393 | ) | ||||||||
Selling, general and administrative expenses | (124,079 | ) | (9,014 | ) | (13,237 | ) | (19,076 | ) | (68,659 | ) | (234,065 | ) | ||||||||
Goodwill impairment | — | — | — | (20,384 | ) | — | (20,384 | ) | ||||||||||||
Net fair value change in contingent consideration | — | — | — | 22,172 | (103 | ) | 22,069 | |||||||||||||
Loss from operations | (60,662 | ) | (4,943 | ) | 10,277 | 22,334 | (68,764 | ) | (101,758 | ) | ||||||||||
Net (loss) income | (53,914 | ) | (4,924 | ) | 10,003 | 24,402 | (61,510 | ) | (85,943 | ) |
ADDITIONAL_INFORMATIONCONDENSE1
ADDITIONAL INFORMATION-CONDENSED FINANCIAL STATEMENTS (Tables) (Parent) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Parent | ' | |||||||||||||
ADDITIONAL INFORMATION-CONDENSED FINANCIAL STATEMENTS | ' | |||||||||||||
Financial information of parent company, Condensed Balance Sheets | ' | |||||||||||||
Financial information of parent company | ||||||||||||||
Condensed Balance Sheets | ||||||||||||||
(in thousands, except par value) | ||||||||||||||
December 31, | ||||||||||||||
2012 | 2013 | 2013 | ||||||||||||
RMB | RMB | US$ | ||||||||||||
(Note 2(c)) | ||||||||||||||
ASSETS | ||||||||||||||
Current assets: | ||||||||||||||
Cash and cash equivalents | 21,453 | 6,752 | 1,115 | |||||||||||
Restricted cash | — | — | — | |||||||||||
Amounts due from subsidiaries, associates and related parties | 118,009 | 125,847 | 20,788 | |||||||||||
Prepaid expenses and other current assets | 1,057 | 868 | 144 | |||||||||||
| | | | | | | | | | | ||||
Total current assets | 140,519 | 133,467 | 22,047 | |||||||||||
| | | | | | | | | | | ||||
Non-current assets: | ||||||||||||||
Long-term investments | 225,859 | 154,135 | 25,461 | |||||||||||
| | | | | | | | | | | ||||
Total assets | 366,378 | 287,602 | 47,508 | |||||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||||
Current liabilities: | ||||||||||||||
Accrued expenses and other current liabilities | 2,376 | 3,962 | 654 | |||||||||||
Amounts due to subsidiaries, associates and related parties | 9,708 | 11,890 | 1,964 | |||||||||||
| | | | | | | | | | | ||||
Total liabilities | 12,084 | 15,852 | 2,618 | |||||||||||
| | | | | | | | | | | ||||
Shareholders' equity: | ||||||||||||||
Class A ordinary shares (US$0.001 par value, 3,133,000 and 3,133,000 shares authorized, 667,672 and 668,759 shares issued and outstanding as of December 31, 2012 and 2013, respectively) | 4,939 | 4,946 | 817 | |||||||||||
Additional paid-in capital | 1,035,651 | 1,036,120 | 171,155 | |||||||||||
Statutory reserves | 5,595 | 5,595 | 924 | |||||||||||
Accumulated deficit | (691,891 | ) | (774,911 | ) | (128,006 | ) | ||||||||
| | | | | | | | | | | ||||
Total shareholders' equity | 354,294 | 271,750 | 44,890 | |||||||||||
| | | | | | | | | | | ||||
Total liabilities and shareholders' equity | 366,378 | 287,602 | 47,508 | |||||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Financial information of parent company, Condensed Statements of Operations | ' | |||||||||||||
Financial information of parent company | ||||||||||||||
Condensed Statements of Operations | ||||||||||||||
(in thousands) | ||||||||||||||
Years Ended December 31, | ||||||||||||||
2011 | 2012 | 2013 | 2013 | |||||||||||
RMB | RMB | RMB | US$ | |||||||||||
(Note 2(c)) | ||||||||||||||
Costs and expenses: | ||||||||||||||
Selling, general and administrative expenses | (5,611 | ) | (15,263 | ) | (11,127 | ) | (1,838 | ) | ||||||
Net change in fair value | — | 1,536 | (103 | ) | (17 | ) | ||||||||
| | | | | | | | | | | | | | |
Total costs and expenses | (5,611 | ) | (13,727 | ) | (11,230 | ) | (1,855 | ) | ||||||
| | | | | | | | | | | | | | |
Loss from operations | (5,611 | ) | (13,727 | ) | (11,230 | ) | (1,855 | ) | ||||||
Interest income | 212 | 61 | 21 | 3 | ||||||||||
Foreign currency exchange gain loss | (1,981 | ) | (48 | ) | (87 | ) | (14 | ) | ||||||
| | | | | | | | | | | | | | |
Loss before share of subsidiaries' and associates' loss | (7,380 | ) | (13,714 | ) | (11,296 | ) | (1,866 | ) | ||||||
Share of subsidiaries' and associates' loss | (329,135 | ) | (39,797 | ) | (71,724 | ) | (11,848 | ) | ||||||
| | | | | | | | | | | | | | |
Net loss | (336,515 | ) | (53,511 | ) | (83,020 | ) | (13,714 | ) | ||||||
Accretion of convertible redeemable preferred shares | — | — | — | — | ||||||||||
Income allocated to participating preferred shareholders | — | — | — | — | ||||||||||
| | | | | | | | | | | | | | |
Net loss attributable to ordinary shareholders | (336,515 | ) | (53,511 | ) | (83,020 | ) | (13,714 | ) | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Financial information of parent company, Condensed Statements of Cash Flows | ' | |||||||||||||
Condensed Statements of Cash Flows | ||||||||||||||
(in thousands) | ||||||||||||||
Years Ended December 31, | ||||||||||||||
2011 RMB | 2012 RMB | 2013 RMB | 2013 US$ | |||||||||||
(Note 2(c)) | ||||||||||||||
Net cash used in operating activities | (31,020 | ) | (12,525 | ) | (14,777 | ) | (2,441 | ) | ||||||
Net cash used in investing activities | — | — | — | — | ||||||||||
Cash flow from financing activities: | ||||||||||||||
Share repurchase | (15,332 | ) | — | — | — | |||||||||
Payment of initial public offering costs | (1,315 | ) | — | — | — | |||||||||
Proceeds from issuance of ordinary shares upon initial public offering | — | — | — | — | ||||||||||
Proceeds from issuance of ordinary shares upon exercise of share options | 583 | — | 185 | 31 | ||||||||||
Repayments of short-term borrowing to subsidiaries | — | — | — | — | ||||||||||
Net cash (used in) provided by financing activities | (16,064 | ) | — | 185 | 31 | |||||||||
Effect of exchange rate changes on cash and cash equivalents | (1,942 | ) | (102 | ) | (109 | ) | (18 | ) | ||||||
| | | | | | | | | | | | | | |
Net (decrease) increase in cash and cash equivalents | (49,026 | ) | (12,627 | ) | (14,701 | ) | (2,428 | ) | ||||||
Cash and cash equivalents at the beginning of year | 83,106 | 34,080 | 21,453 | 3,543 | ||||||||||
| | | | | | | | | | | | | | |
Cash and cash equivalents at the end of year | 34,080 | 21,453 | 6,752 | 1,115 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
ORGANIZATION_AND_PRINCIPAL_ACT2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||||||||||||
Jan. 28, 2010 | Dec. 30, 2009 | Dec. 31, 2013 | Apr. 16, 2012 | Feb. 02, 2010 | Feb. 01, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 19, 2007 | Aug. 18, 2006 | Feb. 02, 2010 | Feb. 01, 2010 | Dec. 30, 2009 | Feb. 02, 2010 | Feb. 01, 2010 | Dec. 30, 2009 | Jan. 28, 2010 | Jan. 28, 2010 | Feb. 02, 2010 | Jan. 28, 2010 | Feb. 01, 2010 | Dec. 30, 2009 | Feb. 02, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 16, 2012 | Apr. 15, 2012 | Feb. 02, 2010 | Feb. 02, 2010 | Dec. 31, 2013 | Jan. 28, 2010 | 9-May-11 | Feb. 02, 2010 | 9-May-11 | Aug. 24, 2006 | Aug. 24, 2006 | Oct. 19, 2007 | Oct. 19, 2007 | Feb. 21, 2008 | Feb. 21, 2008 | Nov. 30, 2005 | Dec. 15, 2005 | Aug. 24, 2006 | Aug. 24, 2006 | |
CNY | USD ($) | USD ($) | Primary and Commercial Services | CENTURY 21 franchise rights | The ESOP | The ESOP | Series A Preferred Shares | Series A Preferred Shares | Series A Preferred Shares | Series B Preferred Shares | Series B Preferred Shares | Series B Preferred Shares | ADS | ADS | Ordinary Shares | Ordinary Shares | Ordinary Shares | Ordinary Shares | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class B | Preferred Shares | Future | Changed ratio of ADS and ordinary shares | Goldman | Goldman | Goldman | Goldman | Goldman | GL Asia Mauritius II Cayman Limited | GL Asia Mauritius II Cayman Limited | Realogy | Realogy | Maxpro | IFM Overseas Limited | The Partnership | The Partnership | ||||
item | USD ($) | USD ($) | CNY | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | CENTURY 21 franchise rights | ADS | Common Class A | Common Class A | Common Class B | Future | Future | Series B Preferred Shares | Series B Preferred Shares | Series B Preferred Shares | Series B Preferred Shares | Mr. Donald Zhang | Mr. Donald Zhang | IFM Holding | Mr. Harry Lu | |||||||||||||||||||
USD ($) | USD ($) | Series A Preferred Shares | Series A Preferred Shares | USD ($) | CNY | USD ($) | CNY | |||||||||||||||||||||||||||||||||||||
USD ($) | CNY | |||||||||||||||||||||||||||||||||||||||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity interest ownership percentage of the entity owned by owner(s) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | 80.00% | 20.00% |
Shares authorized for issuance | ' | ' | ' | ' | ' | ' | ' | ' | 52,500,000 | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued/to be issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $22,000,000 | 175,300,000 | $40,000,000 | 300,600,000 | $2,300,000 | 16,700,000 | ' | ' | ' | ' |
Shares issued/to be issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,487,500 | ' | ' | 187,312,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,162,500 | ' | ' | ' | 200,000,000 | 200,000,000 | 105,300,000 | 105,300,000 | 6,100,000 | 6,100,000 | ' | ' | ' | ' |
Ordinary shares, shares reserved | ' | ' | ' | ' | ' | ' | ' | ' | 85,300,000 | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Split of share capital | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ordinary shares, par value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | $0.00 | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred shares, par value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance price to public (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $21 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from IPO | 557,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 557,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorised share capital | ' | ' | ' | ' | 3,333,000 | 1,325,114 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorised share capital (in shares) | ' | ' | ' | ' | 3,333,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ordinary shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,021,632,730 | ' | 1,013,746,760 | ' | 3,133,000,000 | 3,133,000,000 | 3,133,000,000 | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000,000 | 200,000,000 | ' | 111,367,270 | 111,367,270 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Creation of additional ordinary shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,007,885,970 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Par value of authorized share capital, in dollars per share | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,502,938 | 80,502,938 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued in conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,502,938 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion basis of one ordinary share to Class A Ordinary share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ratio of ADSs to Class A ordinary shares | ' | ' | 45 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45 | 15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of new ADSs the record holders entitled to receive | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of old ADSs each new ADS exchanges for | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of business units under segment | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Average loan-to-value ratio | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional term upon payment of renewal fees for franchise agreement acquired with Cendant | ' | ' | ' | ' | ' | ' | ' | '25 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Renewal clause payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ORGANIZATION_AND_PRINCIPAL_ACT3
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details 2) | 12 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 04, 2008 | Aug. 12, 2008 | Dec. 26, 2008 | Dec. 04, 2006 | Feb. 09, 2009 | |
Shanghai Yaye Real Estate Brokerage Co., Ltd. ("IFM SH") | Beijing Aifeite International Franchise Consulting Company Ltd. ("IFM Beijing") | Shaanxi Lide Industry Investments Co., Ltd. ("Xian") | Xinye | Xinye | Xinye | Xinye | Xinye | |
Shanghai Yaye Real Estate Brokerage Co., Ltd. ("IFM SH") | Beijing Aifeite International Franchise Consulting Company Ltd. ("IFM Beijing") | Xiamen Shijitonghe Real Estate Consultant Co., Ltd. ("Xiamen") | Shandong Jinan Sanlian Real Estate Brokerage Co., Ltd. ("Shandong") | Shaanxi Lide Industry Investments Co., Ltd. ("Xian") | ||||
ORGANIZATION AND PRINCIPAL ACTIVITIES | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership held | 100.00% | 100.00% | 100.00% | 51.00% | 11.00% | 10.00% | 15.00% | 10.00% |
ORGANIZATION_AND_PRINCIPAL_ACT4
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details 3) | 0 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
Jan. 28, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
CNY | USD ($) | CNY | CNY | CNY | Beijing Huaxing Tianye Investment Management Co., Ltd ("Huaxing") | Beijing Kaisheng Chuangfu Investment Co., Ltd ("Chuangfu") | Beijing Longhe Weiye Real Estate Brokerage Co., Ltd. ("Anxin Inv") | Beijing Hui Jin Mortgage Limited Company ("Hui Jin") | IFM Company Ltd. ("IFM Co.") | Beijing Aifeite International Franchise Consulting Company Ltd. ("IFM Beijing") | Genius Nation Investments Ltd. ("Genius") | Shanghai Ruifeng Real Estate Investments Consultant Co., Ltd. ("Shanghai Ruifeng") | Beijing Anxin Ruide Real Estate Brokerage Co., Ltd.("Beijing Anxin") | Shanghai Anshijie Real Estate Consultant Co., Ltd. ("Anshijie") | Beijing Kaisheng Jinglue Guarantee Co., Ltd., ("MMC BJ") | Kaisheng Jinglue (Shanghai) Investment Management Co., Ltd. ("MMC SH") | Beijing IFM International Real Estate Brokerage Co., Ltd. ("IFM BJ Broker") | Beijing IFM Investment Managements Limited ("IFM BJ Inv") | Shanghai Ruifeng Investment Managements Limited ("Ruifeng Inv") | Beijing Huachuang Xunjie Technology Co., Ltd. ("Huachuang") | Business Vision Management Consultants Limited ("BVMC") | Beijing Kaicheng Huaxin Investment Consultants Limited ("PRI") | Beijing Xinrui Shijiao Business Managements Consultant Co., Ltd. ("COM") | Shenzhen Kaian Investments Guarantee Co., Ltd ("Kaian") | Tianjin Shiji TianRe Investment Management Company Ltd. ("TianRe Co., Ltd.") | Beijing Kudiantongfang Technology Co., Ltd. ("Kudian") | GuangZhou Anshijie Real Estate Brokerage Co., Ltd. ("GZASJ") | Sichuan Ruichangyuan Investment management Co., Ltd. ("CD Ruichuangyuan") | Beijing SG Xinrui Real Estate Brokerage Co., Ltd. | City Integrated Residential Services (China) Limited ("CIR") | CIR Real Estate Consultant (Shenzhen) Co., Ltd. ("Shenzhen CIR") | Shanghai Yaye Real Estate Brokerage Co., Ltd. ("IFM SH") | Chengdu Yize Real Estate Brokerage Co., Ltd. ("IFM CD") | Chengdu Yichuan Real Estate Brokerage Co., Ltd. ("Chengdu Yichuan") | Sichuan Yidao Real Estate Brokerage Co., Ltd.("MMC CD") | SG International Investments Limited ("Shanggu") | SG Strategic Investments (Hong Kong) Limited ("SG HK") | Beijing SG New Century Consulting Service Company | Shenzhen Quancheng Management Services Co.Ltd. | Sichuan Ruichuan Real Estate Brokerage Co., Ltd. ("Sichuan Ruichuan") | Shanghai Xinjie Real Estate Agency Ltd. | Beijing Anxin Chuangfu Property management Co. Ltd. | Shaanxi Lide Industry Investments Co., Ltd. ("Xian") | Tianjin Shiji TianRe Equity Investment Fund Management Limited Partnership ("Fund Management Partnership") | Tianjin Shiji TianRe Equity Fund Limited Partnership ("TianRe Fund I") | |
office | office | office | ||||||||||||||||||||||||||||||||||||||||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership held | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 85.00% | 70.00% | 85.00% | 100.00% | 75.00% | 100.00% | 100.00% | 100.00% | 55.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 55.00% | 55.00% | 55.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 75.00% | 4.14% |
Ownership held | ' | ' | ' | ' | ' | 100.00% | 100.00% | 100.00% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ($14,196,000) | -85,943,000 | -50,084,000 | -340,410,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash provided by (used in) operating activities | ' | -5,708,000 | -34,556,000 | -31,734,000 | -314,966,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated deficit | ' | -128,006,000 | -774,911,000 | -691,891,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds from initial public offering | 557,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of sales offices | ' | 260 | 260 | 321 | 386 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
USD ($) | CNY | CNY | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ' | ' |
Rate for translation of balances of financial statements from RMB to US$ | ' | 6.0537 | ' |
Cash and cash equivalents | ' | ' | ' |
Minimum term of maturity to classify instruments as cash in bank-time deposits | '3 months | '3 months | ' |
Maximum term of maturity to classify instruments as cash in bank-time deposits | '1 year | '1 year | ' |
Restricted cash | $2,186 | 13,235 | 18,036 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended |
Dec. 31, 2013 | |
Computer and software | ' |
Property and equipment | ' |
Estimated Useful Life | '5 years |
Furniture, fixtures and equipment | ' |
Property and equipment | ' |
Estimated Useful Life | '5 years |
Vehicles | ' |
Property and equipment | ' |
Estimated Useful Life | '5 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) | 0 Months Ended | 4 Months Ended | 12 Months Ended | ||||||||||
Jul. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
item | office | USD ($) | CNY | CNY | CNY | CENTURY 21 franchise rights | Customer relationships | Customer relationships | Real estate listing databases | Trademark | Sub-franchisee base | Mortgage credit license | |
office | office | office | Minimum | Maximum | |||||||||
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial contractual period | ' | ' | ' | ' | ' | ' | '25 years | ' | ' | ' | ' | ' | ' |
Useful lives of intangible assets | ' | ' | ' | ' | ' | ' | '25 years | '7 years | '10 years | '10 years | '10 years | '2 years 10 months 24 days | '18 years 8 months 12 days |
Goodwill and indefinite-lived intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill impairment losses | ' | ' | $3,367,000 | 20,384,000 | 10,755,000 | 30,614,000 | ' | ' | ' | ' | ' | ' | ' |
Impairment losses for indefinite-lived intangible assets | ' | ' | ' | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
Impairment of long-lived assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment losses for long-lived assets | ' | ' | ' | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
Revenue recognition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial franchise fees | ' | ' | ' | 2,500,000 | 5,400,000 | 10,300,000 | ' | ' | ' | ' | ' | ' | ' |
Number of franchised sales offices | ' | 603 | 675 | 675 | 603 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of company-owned sales offices | ' | 317 | 250 | 250 | 317 | ' | ' | ' | ' | ' | ' | ' | ' |
Management fee income of NAF, as a percentage of marketing fees collected from franchisees | ' | ' | 15.00% | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash flows from operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan issuance through property refinancing activities | ' | ' | ' | -85,135,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Receipt of loan principals through property refinancing activities | ' | ' | ' | 20,705,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transfer of loans through property refinancing activities | ' | ' | ' | 78,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of loans through property refinancing activities | ' | ' | ' | -22,490,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interests received from borrowers | ' | ' | ' | 11,912,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interests paid to investors | ' | ' | ' | -3,109,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash flows from investing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan issuance through original property refinancing activities | ' | ' | ' | -56,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Receipt of loan principals through original property refinancing activities | ' | ' | ' | 49,099,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash flow from financing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transfer of loans through original property refinancing activities | ' | ' | 12,285,000 | 74,370,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of loans through original property refinancing activities | ' | ' | -10,266,000 | -62,143,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loans receivable and allowance for loans receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractually past due days of monthly interest payments when interest accrual ceases | ' | ' | '90 days | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advertising expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advertising-related expenses | ' | ' | ' | 45,900,000 | 25,200,000 | 51,900,000 | ' | ' | ' | ' | ' | ' | ' |
Business taxes, value added taxes and related surcharges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum term of Business tax and related surcharges rate | ' | ' | 5.60% | 5.60% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum term of Business tax and related surcharges rate | ' | ' | 5.65% | 5.65% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of provinces and cities in which business tax was replaced with a value-added tax | 8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
VAT tax rate for subsidiaries located in Beijing (as a percent) | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 14, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Jul. 09, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
USD ($) | CNY | CNY | CNY | Shanggu | Shanggu | Shanggu | Shanggu | Shanggu | Contingent consideration | Contingent consideration | Contingent consideration | Post-employees' options | Post-employees' options | Post-employees' options | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Nonrecurring basis | Nonrecurring basis | |
USD ($) | CNY | CNY | CNY | CNY | CNY | CNY | Shanggu | CNY | CNY | CNY | Total fair value | Total fair value | Significant Other Observable Inputs (Level 2) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Significant Unobservable Inputs (Level 3) | Total fair value | Significant Unobservable Inputs (Level 3) | |||||
CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | |||||||||||||||
Fair value measurements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 78,508,682 | 106,000,000 | 78,508,682 | 106,000,000 | ' | ' | ' | ' |
Contingent consideration payable | 900,000 | 5,600,000 | ' | ' | ' | ' | ' | ' | 69,943,000 | ' | ' | 11,600,000 | ' | ' | ' | 5,622,887 | 33,773,915 | ' | ' | 5,622,887 | 33,773,915 | ' | ' |
Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 84,131,569 | 139,773,915 | 78,508,682 | 106,000,000 | 5,622,887 | 33,773,915 | ' | ' |
Contingent consideration payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance as of December 31, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,774,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Settlements | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,979,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total gains or losses for the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | -22,172,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance as of December 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,623,000 | 33,774,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Installment paid for the contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net change in fair value | 3,646,000 | 22,069,000 | 11,989,000 | 25,716,000 | ' | 22,200,000 | 10,500,000 | ' | ' | 22,172,000 | 10,453,000 | ' | 1,535,865 | -103,000 | 1,536,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 83,558,503,000 | 83,558,503,000 |
Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 83,558,503,000 | 83,558,503,000 |
Goodwill impairment | $3,367,000 | 20,384,000 | 10,755,000 | 30,614,000 | $3,400,000 | 20,400,000 | 10,800,000 | 26,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5) (CNY) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Nov. 15, 2011 | Jun. 14, 2011 | Jun. 14, 2011 | Dec. 31, 2013 | Sep. 30, 2009 | Dec. 31, 2013 | Oct. 31, 2009 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 21, 2010 | Nov. 15, 2011 | Jul. 21, 2010 |
item | item | item | Ex-employee of the Company | Shanggu | Shanggu | Business Vision Management Consultants Limited ("BVMC") | Business Vision Management Consultants Limited ("BVMC") | PRI | PRI | SG International Investments Limited ("Shanggu") | Tianjin Shiji TianRe Investment Management Company Ltd. ("TianRe Co., Ltd.") | Tianjin Shiji TianRe Investment Management Company Ltd. ("TianRe Co., Ltd.") | Tianjin Shiji TianRe Investment Management Company Ltd. ("TianRe Co., Ltd.") | Tianjin Shiji TianRe Investment Management Company Ltd. ("TianRe Co., Ltd.") | Tianjin Shiji TianRe Investment Management Company Ltd. ("TianRe Co., Ltd.") | |
Between 2014 and 2019 | Ex-employee of the Company | Ex-employee of the Company | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of equity method investments | 3 | 3 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment losses of equity method investments | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-controlling interests | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity interests owned (as a percent) | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | 70.00% | ' | 75.00% | 75.00% | 65.00% | ' | ' |
Equity Interest Acquired or to be acquired (as a percent) | ' | ' | ' | ' | 55.00% | 35.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stake transferred (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' |
Total consideration for investment transferred | ' | ' | ' | 1.9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.9 | ' |
Interest held by non-controlling interests owners (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45.00% | 25.00% | ' | ' | ' | 10.00% |
Percentage of redeemable net assets held by noncontrolling interests owners | ' | ' | ' | ' | ' | ' | 15.00% | ' | 30.00% | ' | 35.00% | ' | ' | ' | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 6) (CNY) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | |
PRC withholding tax on dividends | ' | ' | ' | ' |
Withholding income tax rate (as a percent) | ' | 10.00% | ' | ' |
Withholding income tax rate with Hong Kong as holding company (as a percent) | ' | 5.00% | ' | ' |
Minimum equity interests held to be eligible for lower withholding tax rate (as a percent) | ' | 25.00% | ' | ' |
Guarantees | ' | ' | ' | ' |
Minimum period of interim financial guarantees to banking institutions | '1 month | ' | ' | ' |
Maximum period of interim financial guarantees to banking institutions | '6 months | ' | ' | ' |
Statutory reserves | ' | ' | ' | ' |
Minimum required percentage of after tax profit appropriated to general reserve fund | ' | 10.00% | ' | ' |
Threshold percentage of general reserve fund to registered capital | ' | 50.00% | ' | ' |
Minimum required percentage of after tax profit appropriated to statutory surplus fund | ' | 10.00% | ' | ' |
Threshold percentage of statutory surplus fund to registered capital | ' | 50.00% | ' | ' |
Appropriations to general reserve funds and statutory surplus funds | ' | 0 | 0 | 4,422,426 |
Net income (loss) per share and per ADS | ' | ' | ' | ' |
The number of ordinary shares represented by each ADS | ' | 45 | ' | ' |
CERTAIN_RISKS_Details
CERTAIN RISKS (Details) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | USD ($) | CNY | USD ($) | CNY | CNY | CNY | Denominated in US$ | Denominated in US$ |
USD ($) | USD ($) | |||||||
Foreign currency risk | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents denominated in US$ | $24,053 | 145,610 | $31,559 | 191,048 | 235,450 | 520,647 | $500 | $700 |
ACCOUNTS_RECEIVABLE_Details
ACCOUNTS RECEIVABLE (Details) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY | CNY | CNY |
ACCOUNTS RECEIVABLE | ' | ' | ' | ' | ' |
Accounts receivable | ' | 191,043 | 193,620 | ' | ' |
Less: Allowance for doubtful accounts | ' | -22,171 | -17,333 | -15,536 | -10,367 |
Accounts receivable, net | $27,896 | 168,872 | 176,287 | ' | ' |
ACCOUNTS_RECEIVABLE_Details_2
ACCOUNTS RECEIVABLE (Details 2) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
USD ($) | CNY | CNY | CNY | |
Movements of allowance for doubtful accounts receivable | ' | ' | ' | ' |
Balance at beginning of the year | ' | -17,333 | -15,536 | -10,367 |
Charged to costs and expenses | -2,425 | -14,681 | -12,129 | -14,343 |
Write-off of receivable balances and corresponding provisions | ' | 9,843 | 10,332 | 9,174 |
Balance at end of the year | ' | -22,171 | -17,333 | -15,536 |
Minimum aging of accounts receivable, which could be collected within one year | '1 year | '1 year | ' | ' |
Period within which accounts receivable with aging more than one year net of allowance for doubtful accounts could be collected | '1 year | '1 year | ' | ' |
LOANS_RECEIVABLE_Details
LOANS RECEIVABLE (Details) | 12 Months Ended | 12 Months Ended | |||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
CNY | CNY | USD ($) | Entrusted and mortgage credit loans | Entrusted and mortgage credit loans | Loans through property refinancing activities | Loans through property refinancing activities | Minimum | Maximum | |
CNY | CNY | CNY | CNY | ||||||
Loans receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Terms of entrusted and mortgage credit loans | ' | ' | ' | ' | ' | ' | ' | '2 months | '12 months |
Average loan-to-value ratio | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' |
Impairment of loans receivable | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
Loans receivable | ' | ' | ' | 22,404 | 25,405 | 98,729 | 9,824 | ' | ' |
Loans receivable, net | 121,133 | 35,229 | $20,010 | ' | ' | ' | ' | ' | ' |
PREPAID_EXPENSES_AND_OTHER_CUR2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | ' | ' | ' |
Prepaid rental | ' | 19,368 | 20,542 |
Staff advances and deposits | ' | 9,398 | 7,701 |
Prepayments to suppliers | ' | 5,384 | 2,615 |
Others | ' | 10,329 | 10,407 |
Total | $7,347 | 44,479 | 41,265 |
EQUITY_INVESTMENTS_Details
EQUITY INVESTMENTS (Details) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 11, 2010 | Nov. 15, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 11, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 11, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 11, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 15, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 21, 2010 | Nov. 15, 2011 | Jul. 21, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 21, 2010 | Oct. 22, 2010 | Aug. 19, 2010 | Oct. 22, 2010 | Aug. 19, 2010 | Oct. 22, 2010 | |
USD ($) | CNY | CNY | CNY | Fund Management Partnership | Ex-employee of the Company | Xian | Xian | Fund Management Partnership | Fund Management Partnership | Fund Management Partnership | Fund Management Partnership | Fund Management Partnership | Fund Management Partnership | Fund Management Partnership | Fund Management Partnership | Fund Management Partnership | Fund Management Partnership | TianRe Co., Ltd. | TianRe Co., Ltd. | TianRe Co., Ltd. | TianRe Co., Ltd. | TianRe Co., Ltd. | TianRe Co., Ltd. | TianRe Co., Ltd. | TianRe Co., Ltd. | TianRe Fund I | TianRe Fund I | TianRe Fund I | TianRe Fund I | TianRe Fund I | |
CNY | CNY | CNY | CNY | CNY | CNY | CNY | Everising | Everising | Everising | Ex-employee of the Company | IFM BJ Inv | IFM BJ Inv | Ex-employee of the Company | Ex-employee of the Company | Ex-employee of the Company | Everising | Everising | Everising | Fund Management Partnership | Fund Management Partnership | Certain third party limited partners of TianRe Fund I | Certain third party limited partners of TianRe Fund I | |||||||||
IFM BJ Inv | CNY | CNY | CNY | ||||||||||||||||||||||||||||
Equity investments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance | ' | 13,141,000 | 10,595,000 | ' | ' | ' | 155,000 | 194,000 | ' | 12,986,000 | 10,401,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share of associates' (loss) income | 343,000 | 2,074,000 | 2,547,000 | 2,496,000 | ' | ' | -3,000 | -39,000 | ' | 2,077,000 | 2,585,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance | 2,513,000 | 15,215,000 | 13,141,000 | 10,595,000 | ' | ' | 152,000 | 155,000 | 6,500,000 | 15,063,000 | 12,986,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity interests owned (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | 75.00% | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest held by non-controlling interests owners (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | 10.00% | 25.00% | 25.00% | 25.00% | ' | ' | ' | ' | ' |
Limited partner interest (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 64.35% | ' | ' | 24.75% | 25.00% | 25.00% | 9.90% | 75.00% | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 94.48% | ' |
Investments by the Partners | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
General partner interest (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.52% | ' | ' | ' |
General partner's investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' |
Amount raised from third party individual investors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 171,100,000 |
Term of the collaborative arrangement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 6 months | ' | ' | ' | ' |
Additional extension of the collaborative arrangement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' |
Stake transferred (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.90% | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total consideration for investment transferred from related party | ' | ' | ' | ' | ' | 1,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
PROPERTY_AND_EQUIPMENT_NET_Det
PROPERTY AND EQUIPMENT, NET (Details) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
CNY | CNY | CNY | USD ($) | Computer and software | Computer and software | Furniture, fixtures and equipment | Furniture, fixtures and equipment | Vehicles | Vehicles | Leasehold improvements | Leasehold improvements | |
CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | |||||
Property, Plant and Equipment, Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, gross | 114,419,000 | 119,358,000 | ' | ' | 42,226,000 | 41,250,000 | 21,055,000 | 26,653,000 | 6,077,000 | 6,124,000 | 45,061,000 | 45,331,000 |
Less: accumulated depreciation and amortization | -80,985,000 | -78,526,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, net | 33,434,000 | 40,832,000 | ' | 5,523,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation and amortization expenses for property and equipment | 18,000,000 | 22,700,000 | 29,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment losses for long-lived assets | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
BUSINESS_COMBINATIONS_Details
BUSINESS COMBINATIONS (Details) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 14, 2011 | Jun. 14, 2011 | Jun. 14, 2011 | Jun. 14, 2011 | Dec. 31, 2013 | |
USD ($) | CNY | CNY | CNY | Shanggu | Shanggu | Shanggu | Shanggu | Shanggu | Shanggu | Shanggu | Shanggu | Shanggu | Shanggu | |
CNY | USD ($) | CNY | CNY | CNY | CNY | Between 2014 and 2019 | Brand name | Customer relationships | Customer relationships | |||||
CNY | CNY | |||||||||||||
BUSINESS COMBINATIONS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity interest acquired (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55.00% | 35.00% | ' | ' | ' |
Cash payment for acquisition | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price allocation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,214,000 | 13,811,000 | ' |
Goodwill | 13,803,000 | 83,559,000 | 103,943,000 | 114,698,000 | ' | ' | ' | ' | ' | 128,705,000 | ' | ' | ' | ' |
Redeemable non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | -67,185,000 | ' | ' | ' | ' |
Non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | -10,846,000 | ' | ' | ' | ' |
Deferred tax liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | -14,756,000 | ' | ' | ' | ' |
Total purchase consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | 94,943,000 | ' | ' | ' | ' |
Estimated useful life over which the recognized intangible assets are being amortized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | '7 years |
Contingent consideration | 900,000 | 5,600,000 | ' | ' | ' | ' | ' | ' | ' | 69,943,000 | ' | ' | ' | ' |
Net change in fair value | 3,646,000 | 22,069,000 | 11,989,000 | 25,716,000 | ' | ' | 22,200,000 | 10,500,000 | ' | ' | ' | ' | ' | ' |
Goodwill impairment | $3,367,000 | 20,384,000 | 10,755,000 | 30,614,000 | ' | $3,400,000 | 20,400,000 | 10,800,000 | 26,200,000 | ' | ' | ' | ' | ' |
BUSINESS_COMBINATIONS_Details_
BUSINESS COMBINATIONS (Details 2) | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2014 | Dec. 31, 2011 | Dec. 31, 2011 | |
CNY | CNY | USD ($) | Shanggu | Shanggu | Shanggu | Shanggu | Shanggu | |
CNY | CNY | Mr. Wu Jiang | CNY | Mr. Wu Jiang | ||||
Supplemental acquisition agreement | CNY | |||||||
CNY | ||||||||
Redeemable non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' |
Redeemable non-controlling interest, balance at the beginning of the period | 69,430,000 | 66,181,000 | $11,094,000 | ' | ' | ' | ' | ' |
Total gains or losses for the period | -2,269,000 | 3,249,000 | ' | ' | ' | ' | ' | ' |
Redeemable non-controlling interest, balance at the end of the period | 67,161,000 | 69,430,000 | 11,094,000 | ' | ' | ' | ' | ' |
Capital contribution from the Company | ' | ' | ' | ' | ' | ' | 2,800,000 | ' |
Capital contribution from non-controlling interest shareholder | ' | ' | ' | ' | ' | ' | ' | 2,400,000 |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue subsequent to acquisition | ' | ' | ' | 112,700,000 | 64,700,000 | ' | ' | ' |
Net income or loss subsequent to acquisition | ' | ' | ' | -6,500,000 | 9,300,000 | ' | ' | ' |
Percentage of equity interest, which can be waived to acquire | ' | ' | ' | ' | ' | 35.00% | ' | ' |
Amount of operation cash required to be retained | ' | ' | ' | ' | ' | 10,000,000 | ' | ' |
Percentage of additional equity interest right reserved by the entity | ' | ' | ' | ' | ' | 5.00% | ' | ' |
GOODWILL_Details
GOODWILL (Details) | 12 Months Ended | 12 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 |
USD ($) | CNY | CNY | CNY | Company-owned Brokerage Services | Company-owned Brokerage Services | Company-owned Brokerage Services | Franchise Services | Franchise Services | Franchise Services | Primary and Commercial Services | Primary and Commercial Services | |
CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | |||||
Changes in goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | 103,943 | 114,698 | ' | 3,537 | 3,537 | 3,537 | 8,696 | 8,696 | 8,696 | 91,710 | 102,465 |
Goodwill impairment losses | -3,367 | -20,384 | -10,755 | -30,614 | ' | ' | ' | ' | ' | ' | -20,384 | -10,755 |
Balance at the end of the period | $13,803 | 83,559 | 103,943 | 114,698 | 3,537 | 3,537 | 3,537 | 8,696 | 8,696 | 8,696 | 71,326 | 91,710 |
Long term growth rate (as a percent) | 3.00% | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate (as a percent) | 19.00% | 19.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INTANGIBLE_ASSETS_NET_Details
INTANGIBLE ASSETS, NET (Details) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 14, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
CNY | CNY | CNY | USD ($) | Brand name | Brand name | Brand name | CENTURY 21 franchise rights | CENTURY 21 franchise rights | CENTURY 21 franchise rights | CENTURY 21 franchise rights | Customer relationships | Customer relationships | Customer relationships | Customer relationships | Customer relationships | Real estate listing databases | Real estate listing databases | Real estate listing databases | Trademark | Trademark | Trademark | Sub-franchisee base | Sub-franchisee base | Sub-franchisee base | Mortgage credit license | Mortgage credit license | Mortgage credit license | |
CNY | CNY | CNY | CNY | CNY | CNY | Future | CNY | CNY | CNY | Shanggu | Shanggu | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | |||||
USD ($) | ||||||||||||||||||||||||||||
INTANGIBLE ASSETS, NET | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost | ' | ' | 118,375,000 | ' | ' | ' | 45,214,000 | ' | ' | 48,747,000 | ' | ' | ' | 14,760,000 | ' | ' | ' | ' | 541,000 | ' | ' | 403,000 | ' | ' | 2,044,000 | ' | ' | 6,666,000 |
Accumulated amortization | ' | ' | -22,548,000 | ' | ' | ' | ' | ' | ' | -19,468,000 | ' | ' | ' | -1,605,000 | ' | ' | ' | ' | -273,000 | ' | ' | -140,000 | ' | ' | -704,000 | ' | ' | -358,000 |
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | 90,253,000 | 95,827,000 | ' | 13,999,000 | 45,214,000 | 45,214,000 | 45,214,000 | 26,931,000 | 29,279,000 | ' | ' | 11,085,000 | 13,155,000 | ' | ' | ' | 214,000 | 268,000 | ' | 223,000 | 263,000 | ' | 636,000 | 1,340,000 | ' | 5,950,000 | 6,308,000 | ' |
Amortization | -5,506,000 | -5,574,000 | -4,800,000 | ' | ' | ' | ' | -2,348,000 | -2,348,000 | ' | ' | -2,070,000 | -2,070,000 | ' | ' | ' | -54,000 | -54,000 | ' | -40,000 | -40,000 | ' | -636,000 | -704,000 | ' | -358,000 | -358,000 | ' |
Balance at the end of the period | 84,747,000 | 90,253,000 | 95,827,000 | 13,999,000 | 45,214,000 | 45,214,000 | 45,214,000 | 24,583,000 | 26,931,000 | ' | ' | 9,015,000 | 11,085,000 | ' | ' | ' | 160,000 | 214,000 | ' | 183,000 | 223,000 | ' | ' | 636,000 | ' | 5,592,000 | 5,950,000 | ' |
Initial contractual period | ' | ' | ' | ' | ' | ' | ' | '25 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional term upon payment of renewal fees for franchise agreement | ' | ' | ' | ' | ' | ' | ' | '25 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Renewal clause payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful life over which the recognized intangible assets are being amortized | ' | ' | ' | ' | ' | ' | ' | '25 years | ' | ' | ' | ' | ' | ' | '7 years | '7 years | '10 years | ' | ' | '10 years | ' | ' | '2 years 10 months 24 days | ' | ' | '18 years 8 months 12 days | ' | ' |
INTANGIBLE_ASSETS_NET_Details_
INTANGIBLE ASSETS, NET (Details 2) (CNY) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Annual estimated amortization expense related to intangible assets | ' |
2014 | 4,869 |
2015 | 4,869 |
2016 | 4,869 |
2017 | 4,869 |
2018 | 3,813 |
Thereafter | 16,244 |
Total | 39,533 |
Impairment of intangible assets | 0 |
ACCRUED_EXPENSES_AND_OTHER_CUR2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ' | ' | ' |
Salaries, commissions and welfare payable | ' | 146,307 | 129,855 |
Taxes payable | ' | 46,045 | 40,877 |
Royalty fees payable | ' | 718 | 1,435 |
Third party deposits | ' | 13,047 | 16,491 |
Professional fees payable | ' | 6,584 | 4,065 |
Property refinancing loan payable | ' | 86,210 | ' |
Other current liabilities | ' | 29,123 | 24,971 |
Total | $54,186 | 328,034 | 217,694 |
DEFERRED_REVENUE_Details
DEFERRED REVENUE (Details) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY |
DEFERRED REVENUE | ' | ' | ' |
Deferred revenue | $3,289 | 19,909 | 8,539 |
LONGTERM_DEPOSITS_PAYABLE_Deta
LONG-TERM DEPOSITS PAYABLE (Details) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY |
LONG-TERM DEPOSITS PAYABLE | ' | ' | ' |
Long-term deposits payable | $1,748 | 10,582 | 10,541 |
INCOME_TAXES_Details
INCOME TAXES (Details) | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2008 | Dec. 31, 2007 | Sep. 30, 2011 | Dec. 31, 2013 |
USD ($) | CNY | CNY | CNY | HONG KONG | HONG KONG | HONG KONG | HONG KONG | HONG KONG | HONG KONG | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | CHINA | |
CIR | CIR | CIR | BVMC | BVMC | BVMC | Shanghai Ruifeng | Shanghai Ruifeng | Shanghai Ruifeng | Shanghai Ruifeng | Shanghai Ruifeng | Anshijie | Anshijie | Anshijie | Anshijie | Anshijie | Shenzhen CIR | Shenzhen CIR | Shenzhen CIR | Shenzhen CIR | Shenzhen CIR | Kudian | Kudian | |||||||||||
INCOME TAXES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Statutory income tax rate (as a percent) | 25.00% | 25.00% | 25.00% | 25.00% | 16.50% | 16.50% | 16.50% | 16.50% | 16.50% | 16.50% | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | ' | ' | ' | 25.00% | 25.00% | ' | ' | ' | 25.00% | 25.00% | ' | ' | ' | ' | ' |
Preferential income tax rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24.00% | 18.00% | 15.00% | ' | ' | 24.00% | 18.00% | 15.00% | ' | ' | 24.00% | 18.00% | 15.00% | ' | ' |
Transition period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income tax exemption period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' |
Percentage of tax reduction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 50.00% |
Period of income tax rate reduction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' |
Income tax provision: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current Tax | ' | 3,289 | 8,484 | 1,498 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred | -929 | -5,621 | -5,771 | -395 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | ($385) | -2,332 | 2,713 | 1,103 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY |
Current | ' | ' | ' |
Allowance for doubtful accounts | ' | 5,543 | 4,333 |
Deferred revenue | ' | 1,898 | 838 |
Accrued expense and payroll | ' | 39,266 | 35,050 |
Advertising expenses | ' | 479 | 861 |
Total deferred tax assets | ' | 47,186 | 41,082 |
Less: valuation allowance | ' | -37,556 | -36,202 |
Net deferred tax assets - current | ' | 9,630 | 4,880 |
Noncurrent | ' | ' | ' |
Net operating loss carryforwards | ' | 144,678 | 126,341 |
Intangible assets and property and equipment | ' | 4,695 | 5,599 |
Total deferred tax assets | ' | 149,373 | 131,940 |
Less: valuation allowance | ' | -149,373 | -131,940 |
Deferred tax liabilities | ' | ' | ' |
Intangible assets and property and equipment | ' | -15,781 | -16,652 |
Net deferred tax liabilities- non-current | ($2,607) | -15,781 | -16,652 |
INCOME_TAXES_Details_3
INCOME TAXES (Details 3) (CNY) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Movements of valuation allowance | ' | ' | ' |
Balance at beginning of the period | -168,142,000 | -152,872,000 | -62,628,000 |
Write-back/(provision) for year | -18,787,000 | -15,270,000 | -90,244,000 |
Balance at end of the period | -186,929,000 | -168,142,000 | -152,872,000 |
Total net operating losses carried forward | 578,700,000 | 518,400,000 | 481,700,000 |
Aggregate amount and per share effect of tax holiday | ' | ' | ' |
Decrease to net loss resulting from combined effects of CIT exemption and tax rate reductions | 30,000 | 5,100,000 | 4,500,000 |
Decrease to basic and diluted net loss per share resulting from combined effects of CIT exemption and tax rate reductions | 0 | 0.01 | 0.01 |
Reconciliation of income tax | ' | ' | ' |
Statutory income tax rate (as a percent) | -25.00% | -25.00% | -25.00% |
Effect of preferential tax rate (as a percent) | 0.00% | 0.20% | -1.00% |
Effect of income tax rate changes (as a percent) | -2.30% | 0.00% | -0.60% |
Changes in valuation allowance (as a percent) | 24.90% | 31.20% | 26.60% |
Effect of goodwill impairment loss | 5.80% | 5.70% | 2.30% |
Effect of fair value changes (as a percent) | -6.20% | -6.30% | -1.90% |
Others (as a percent) | 0.20% | -0.10% | 0.00% |
Effective tax rate (as a percent) | -2.60% | 5.70% | 0.40% |
INCOME_TAXES_Details_4
INCOME TAXES (Details 4) (CNY) | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2013 | Apr. 30, 2014 | |
Shanggu | Supplemental acquisition agreement | |||||||
Shanggu | ||||||||
Mr. Wu Jiang | ||||||||
Income taxes | ' | ' | ' | ' | ' | ' | ' | ' |
Withholding income tax levied on dividends declared (as a percent) | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ' | ' |
Amount of operation cash required to be retained | ' | ' | ' | ' | ' | ' | ' | 10,000,000 |
Undistributed earnings | ' | ' | ' | ' | ' | ' | 0 | ' |
Deferred tax liabilities for undistributed earnings of Shanggu | 0 | ' | ' | ' | ' | ' | ' | ' |
OTHER_INCOME_Details
OTHER INCOME (Details) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
USD ($) | CNY | CNY | CNY | |
OTHER INCOME | ' | ' | ' | ' |
Other income | $1,216 | 7,360 | 6,497 | 2,086 |
NET_INCOME_LOSS_PER_SHARE_AND_2
NET INCOME (LOSS) PER SHARE AND PER ADS (Details) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
USD ($) | CNY | CNY | CNY | |
Numerator: | ' | ' | ' | ' |
Net income (loss) attributable to IFM Investments Limited | ($13,713) | -83,020 | -53,511 | -336,515 |
Numerator for basic net income (loss) per share | -13,713 | -83,020 | -53,511 | -336,515 |
Numerator for diluted net income (loss) per share | ' | -83,020 | -53,511 | -336,515 |
Denominator: | ' | ' | ' | ' |
Weighted-average shares-basic | 668,198,000 | 668,198,000 | 667,672,000 | 668,291,000 |
Weighted averages shares-diluted | 668,198,000 | 668,198,000 | 667,672,000 | 668,291,000 |
Net loss per share, basic (in dollars per share) | ($0.02) | -0.12 | -0.08 | -0.5 |
Net loss per share, diluted (in dollars per share) | ($0.02) | -0.12 | -0.08 | -0.5 |
Net loss per ADS, basic | ($0.92) | -5.59 | -3.61 | -22.66 |
Net loss per ADS, diluted | ($0.92) | -5.59 | -3.61 | -22.66 |
Diluted earnings (loss) per share that does not include instruments whose inclusion would be anti-dilutive | ' | ' | ' | ' |
Shares of stock options not included in calculating diluted EPS | 40,400,000 | 40,400,000 | 39,100,000 | 40,500,000 |
TREASURY_STOCK_Details
TREASURY STOCK (Details) | Dec. 31, 2013 | Aug. 31, 2010 | Dec. 31, 2011 | Dec. 31, 2011 | Apr. 16, 2012 | Apr. 15, 2012 |
In Millions, except Share data, unless otherwise specified | ADS | Class A Ordinary Shares | Class A Ordinary Shares | Class A Ordinary Shares | Class A Ordinary Shares | |
USD ($) | USD ($) | CNY | ||||
TREASURY STOCK | ' | ' | ' | ' | ' | ' |
Aggregate value of shares authorized to be repurchased | ' | $20 | ' | ' | ' | ' |
The number of ordinary shares represented by each ADS | 45 | ' | ' | ' | 45 | 15 |
Repurchase of shares, shares | ' | ' | 22,478,850 | 22,478,850 | ' | ' |
Repurchase of shares, value | ' | ' | $6.30 | 39.7 | ' | ' |
SHAREHOLDER_RIGHTS_PLAN_Detail
SHAREHOLDER RIGHTS PLAN (Details) | 0 Months Ended |
Nov. 17, 2010 | |
SHAREHOLDER RIGHTS PLAN | ' |
Triggering event, least beneficial ownership | 15.00% |
SHAREBASED_COMPENSATION_Detail
SHARE-BASED COMPENSATION (Details) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||||||||
Nov. 11, 2013 | Oct. 23, 2012 | Sep. 01, 2012 | Dec. 16, 2010 | Jul. 12, 2010 | Oct. 22, 2009 | Aug. 20, 2009 | Jul. 20, 2009 | Feb. 02, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Nov. 11, 2013 | Oct. 23, 2012 | Sep. 01, 2012 | Jul. 12, 2010 | Jul. 20, 2009 | Feb. 02, 2009 | Dec. 16, 2010 | Dec. 31, 2007 | Dec. 31, 2007 | Dec. 31, 2007 | Dec. 31, 2007 | Dec. 31, 2007 | Dec. 31, 2008 | Dec. 31, 2008 | Aug. 20, 2009 | Aug. 20, 2009 | Aug. 20, 2009 | Aug. 20, 2009 | Aug. 20, 2009 | Dec. 16, 2010 | Dec. 31, 2008 | Dec. 31, 2007 | Oct. 19, 2007 | Jul. 09, 2012 | Jul. 09, 2012 | |
CNY | First, Second and Third Anniversary of Option Agreement | First, Second and Third Anniversary of Option Agreement | First, Second and Third Anniversary of Option Agreement | First, Second and Third Anniversary of Option Agreement | First, Second and Third Anniversary of Employment | First, Second and Third Anniversary of Employment | First Anniversary of Option Agreement | Batch A | Batch A | Batch B | Batch B | Batch B Remaining Shares After One Fourth Vests at First Anniversary of Employment | Batch C | Batch D | August 20, 2009 1,500,000 Share Options | August 20, 2009 1,500,000 Share Options | August 20, 2009 1,500,000 Remaining Share Options After 1/2 of the Shares Vests | August 20, 2009 1,000,000 Share Options | August 20, 2009 1,000,000 Share Options | December 16, 2010 Remaining Share Options After 1/2 of the Shares Vests | The Plan | The Plan | The Plan | The Plan | The Plan | ||||||||||||||
181st Day Following an IPO | First Anniversary of an IPO | First Anniversary of Employment | Eight Quarters Following the First Anniversary of Employment | First, Second and Third Anniversary of Option Agreement | First, Second and Third Anniversary of Employment | First Anniversary of Employment | First, Second and Third Anniversary of Employment | batch | batch | ADS | Mr. Donald Zhang | ||||||||||||||||||||||||||||
USD ($) | ADS | ||||||||||||||||||||||||||||||||||||||
USD ($) | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares authorized for issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,500,000 | ' | ' |
Ordinary shares, shares reserved | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,300,000 | ' | ' |
Number of shares reserved for issuance as percentage of the equity interest of the company | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.41% | ' | ' |
Number of batches of options granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 2 | ' | ' | ' |
Vesting percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.33% | 33.33% | 33.33% | 33.33% | 33.33% | 33.33% | 50.00% | 33.33% | 66.67% | 25.00% | 75.00% | ' | 33.33% | 33.33% | ' | 50.00% | ' | ' | 33.33% | ' | ' | ' | ' | ' | ' |
Vesting period of remaining shares of a group awards after a portion of the group has vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '24 months | ' | ' | ' | ' | '12 months | ' | ' | '12 months | ' | ' | ' | ' | ' |
Share options granted (in shares) | 2,577,120 | 400,000 | 500,000 | 2,750,000 | 2,500,000 | ' | 2,500,000 | 700,000 | 200,000 | 2,577,120 | 900,000 | 0 | 5,250,000 | 3,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Number of ordinary shares that each share option exercisable is made into by modification | ' | ' | ' | ' | ' | 0.87 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Terms of share options | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amended exercise price of outstanding options (USD per ADS) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.18 | $1.30 |
Exercise price of outstanding options, as a percentage of the 30-day volume weighted average price per ADS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 110.00% |
Number of trading days for calculating exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | '30 days |
Incremental fair value recorded as expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,930,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SHAREBASED_COMPENSATION_Detail1
SHARE-BASED COMPENSATION (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Valuation assumptions | ' | ' |
Expected volatility rate, minimum (as a percent) | ' | 58.80% |
Expected volatility rate, maximum (as a percent) | ' | 60.30% |
Expected volatility (as a percent) | 103.50% | ' |
Risk free interest rate, minimum (as a percent) | ' | 1.17% |
Risk-free interest rate (as a percent) | 0.86% | ' |
Risk free interest rate, maximum (as a percent) | ' | 1.27% |
Dividend yield (as a percent) | 0.00% | 0.00% |
Expected term (in years) | '3 years 6 months | '3 years 6 months |
Weighted average fair value of the underlying shares on the date of option grants (in dollars per share) | $0.04 | $0.03 |
SHAREBASED_COMPENSATION_Detail2
SHARE-BASED COMPENSATION (Details 3) (USD $) | 0 Months Ended | 12 Months Ended | |||||||||||
Nov. 11, 2013 | Oct. 23, 2012 | Sep. 01, 2012 | Dec. 16, 2010 | Jul. 12, 2010 | Aug. 20, 2009 | Jul. 20, 2009 | Feb. 02, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | |
Share options available | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 8,817,416 | 7,417,416 | 5,576,880 | 8,676,880 | 10,576,880 |
Share options granted | -2,577,120 | -400,000 | -500,000 | -2,750,000 | -2,500,000 | -2,500,000 | -700,000 | -200,000 | -2,577,120 | -900,000 | 0 | -5,250,000 | -3,400,000 |
Share options cancelled/forfeited | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,300,000 | 1,840,536 | 2,150,000 | 1,500,000 |
Balance at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 6,240,296 | 8,817,416 | 7,417,416 | 5,576,880 | 8,676,880 |
Share options Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 39,082,739 | 40,482,739 | 43,300,857 | 43,800,000 | 41,900,000 |
Share options granted (in shares) | 2,577,120 | 400,000 | 500,000 | 2,750,000 | 2,500,000 | 2,500,000 | 700,000 | 200,000 | 2,577,120 | 900,000 | 0 | 5,250,000 | 3,400,000 |
Share options cancelled/forfeited | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,300,000 | -1,840,536 | -2,150,000 | -1,500,000 |
Share options exercised | ' | ' | ' | ' | ' | ' | ' | ' | -1,245,334 | ' | -977,582 | -3,599,143 | ' |
Balance at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 40,414,525 | 39,082,739 | 40,482,739 | 43,300,857 | 43,800,000 |
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | $0.15 | $0.15 | $0.13 | $0.12 |
Share options granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.04 | $0.03 | ' | $0.27 | $0.32 |
Share options cancelled/forfeited (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.14 | $0.18 | $0.14 | $0.11 |
Share options exercised (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | ' | $0.09 | $0.11 | ' |
Balance at the end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | $0.02 | $0.15 | $0.15 | $0.13 |
Share-based payment award, options, additional disclosures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average grant date fair value of options granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.03 | $0.01 | ' | $0.13 | ' |
SHAREBASED_COMPENSATION_Detail3
SHARE-BASED COMPENSATION (Details 4) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Share-Based Compensation | ' |
Number of outstanding options | 40,414,525 |
Weighted average remaining contractual term, options outstanding | '3 years 7 months 10 days |
Weighted average exercise price, options outstanding | $0.02 |
Number of exercisable options | 37,504,072 |
Weighted average remaining contractual term, options exercisable | '3 years 6 months 7 days |
Weighted average exercise price, options exercisable | $0.02 |
Range of Exercise Prices $0.023 | ' |
Share-Based Compensation | ' |
Exercise price range, lower range limit | $0.02 |
Exercise price range, upper range limit | $0.02 |
Number of outstanding options | 21,337,405 |
Weighted average remaining contractual term, options outstanding | '3 years 6 months 7 days |
Weighted average exercise price, options outstanding | $0.02 |
Number of exercisable options | 21,337,405 |
Weighted average remaining contractual term, options exercisable | '3 years 6 months 7 days |
Weighted average exercise price, options exercisable | $0.02 |
Range of Exercise Prices $0.025 | ' |
Share-Based Compensation | ' |
Exercise price range, lower range limit | $0.03 |
Exercise price range, upper range limit | $0.03 |
Number of outstanding options | 16,000,000 |
Weighted average remaining contractual term, options outstanding | '3 years 6 months 7 days |
Weighted average exercise price, options outstanding | $0.03 |
Number of exercisable options | 16,000,000 |
Weighted average remaining contractual term, options exercisable | '3 years 6 months 7 days |
Weighted average exercise price, options exercisable | $0.03 |
Range of Exercise Prices $0.034 | ' |
Share-Based Compensation | ' |
Exercise price range, lower range limit | $0.03 |
Exercise price range, upper range limit | $0.03 |
Number of outstanding options | 500,000 |
Weighted average remaining contractual term, options outstanding | '3 years 8 months 1 day |
Weighted average exercise price, options outstanding | $0.03 |
Number of exercisable options | 166,667 |
Weighted average remaining contractual term, options exercisable | '3 years 8 months 1 day |
Weighted average exercise price, options exercisable | $0.03 |
Range of Exercise Prices $0.038 | ' |
Share-Based Compensation | ' |
Exercise price range, lower range limit | $0.04 |
Exercise price range, upper range limit | $0.04 |
Number of outstanding options | 2,577,120 |
Weighted average remaining contractual term, options outstanding | '4 years 10 months 10 days |
Weighted average exercise price, options outstanding | $0.04 |
SHAREBASED_COMPENSATION_Detail4
SHARE-BASED COMPENSATION (Details 5) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Jul. 09, 2012 | Oct. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 28, 2010 | Jan. 27, 2011 | Jan. 27, 2011 | |
USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | Post-employees' options | Post-employees' options | Post-employees' options | Post-employees' options | Performance Shares | Performance Shares | Performance Shares | |
CNY | CNY | CNY | CNY | USD ($) | CNY | ||||||||
Share-based payment award, options, additional disclosures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share options exercisable | 37,504,072 | 37,504,072 | 37,766,073 | 37,766,073 | 37,741,073 | 37,741,073 | ' | ' | ' | ' | ' | ' | ' |
Total fair value of options vested | $300,296 | 1,817,902 | $302,691 | 1,885,795 | $2,302,923 | 14,494,367 | ' | ' | ' | ' | ' | ' | ' |
The intrinsic value of outstanding share options | 601,914 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The intrinsic value of exercisable share options | 594,538 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense for share-based awards granted with performance conditions | ' | 242,000 | ' | 3,465,000 | ' | 3,234,000 | ' | ' | ' | ' | ' | 1,400,000 | 9,500,000 |
Remaining vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' |
Amount reclassified from additional paid in capital as other current liabilities | ' | ' | ' | ' | ' | ' | 1,705,239 | ' | ' | ' | ' | ' | ' |
Net change in fair value | 3,646,000 | 22,069,000 | ' | 11,989,000 | ' | 25,716,000 | 1,535,865 | ' | -103,000 | 1,536,000 | ' | ' | ' |
Options classified as liability measured at fair value | ' | ' | ' | ' | ' | ' | ' | ' | 163,604 | 169,374 | ' | ' | ' |
Percentage of options exercised by Mr. Yung | ' | ' | ' | ' | ' | ' | ' | 23.00% | ' | ' | ' | ' | ' |
Decrease in stock options liability | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' |
Unrecognized compensation Expense | $66,883 | 404,890 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average period of unrecognized compensation cost | '2 years 9 months 14 days | '2 years 9 months 14 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
EMPLOYEE_BENEFIT_PLANS_Details
EMPLOYEE BENEFIT PLANS (Details) (CNY) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
EMPLOYEE BENEFIT PLANS | ' | ' | ' |
Total contributions for employee benefits | 55.5 | 45.1 | 56.5 |
Amounts accrued and included in salaries, commissions and welfare payable | 10.4 | 8 | 7.9 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (CNY) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
COMMITMENTS AND CONTINGENCIES | ' | ' | ' |
Operating leases, rent expense | 125,400,000 | 114,000,000 | 180,800,000 |
Future minimum lease payments under non-cancellable operating lease agreements | ' | ' | ' |
2014 | 97,926,000 | ' | ' |
2015 | 63,641,000 | ' | ' |
2016 | 30,544,000 | ' | ' |
2017 | 19,805,000 | ' | ' |
2018 | 12,274,000 | ' | ' |
2019 | 2,350,000 | ' | ' |
Total | 226,540,000 | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details 2) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
USD ($) | CNY | CNY | Minimum Service Fees | Minimum Service Fees | |
USD ($) | CNY | ||||
Minimum Service Fees | ' | ' | ' | ' | ' |
Option one of amount of annual minimum service fee | ' | ' | ' | $100,000 | 605,370 |
Amount as multiplier of sales office in CENTURY 21 franchise network, as option two to determine annual minimum service fee | ' | ' | ' | 500 | 3,027 |
Future minimum service fees | ' | ' | ' | ' | ' |
2014 | ' | ' | ' | ' | 605,000 |
2015 | ' | ' | ' | ' | 605,000 |
2016 | ' | ' | ' | ' | 605,000 |
2017 | ' | ' | ' | ' | 605,000 |
2018 | ' | ' | ' | ' | 605,000 |
Thereafter | ' | ' | ' | ' | 3,784,000 |
Total | ' | ' | ' | ' | 6,809,000 |
Contingent consideration payable | 900,000 | 5,600,000 | ' | ' | ' |
Long-term deposits payable | $1,748,000 | 10,582,000 | 10,541,000 | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 06, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 21, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 21, 2010 | Aug. 11, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 11, 2010 | Dec. 31, 2013 | Dec. 31, 2012 |
USD ($) | CNY | CNY | Fund Management Partnership | Fund Management Partnership | Shaanxi Lide Industry Investments Company Limited [Member] | Shaanxi Lide Industry Investments Company Limited [Member] | Other | Other | GL Asia Mauritius II Cayman Ltd (GLA) | GL Asia Mauritius II Cayman Ltd (GLA) | GL Asia Mauritius II Cayman Ltd (GLA) | GL Asia Mauritius II Cayman Ltd (GLA) | Tianjin Shiji TianRe Investment Management Company Ltd. ("TianRe Co., Ltd.") | Tianjin Shiji TianRe Investment Management Company Ltd. ("TianRe Co., Ltd.") | Tianjin Shiji TianRe Investment Management Company Ltd. ("TianRe Co., Ltd.") | Tianjin Shiji TianRe Investment Management Company Ltd. ("TianRe Co., Ltd.") | Tianjin Shiji TianRe Investment Management Company Ltd. ("TianRe Co., Ltd.") | Tianjin Shiji TianRe Investment Management Company Ltd. ("TianRe Co., Ltd.") | Tianjin Shiji TianRe Equity Investment Fund Management Limited Partnership ("Fund Management Partnership") | Tianjin Shiji TianRe Equity Investment Fund Management Limited Partnership ("Fund Management Partnership") | Tianjin Shiji TianRe Equity Investment Fund Management Limited Partnership ("Fund Management Partnership") | Tianjin Shiji TianRe Equity Investment Fund Management Limited Partnership ("Fund Management Partnership") | Tianjin Shiji TianRe Equity Investment Fund Management Limited Partnership ("Fund Management Partnership") | Tianjin Shiji TianRe Equity Investment Fund Management Limited Partnership ("Fund Management Partnership") | |
CNY | CNY | CNY | CNY | CNY | CNY | Restructuring Deed | Restructuring Deed | Restructuring Deed | Restructuring Deed | Everising | Everising | Everising | IFM BJ Inv | IFM BJ Inv | Everising | Everising | Everising | ||||||||
USD ($) | CNY | CNY | |||||||||||||||||||||||
RELATED PARTY TRANSACTIONS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity interests owned (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | 75.00% | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest held by non-controlling interests owners (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | 25.00% | 25.00% | 25.00% | ' | ' | ' | ' | ' | ' |
Limited partner interest (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 64.35% | 75.00% | 75.00% | 24.75% | 25.00% | 25.00% |
Amounts due from related parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from related parties | $23,000 | 142,000 | 110,000 | 141,000 | 109,000 | ' | ' | 1,000 | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amounts due to related parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amounts due to related parties | 47,000 | 282,000 | 272,000 | 32,000 | 22,000 | 250,000 | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective period of option to require IFMOP and us to buy or procure the purchase of all or any portion of our ordinary shares held by GLA, commencing on the earlier of the date of repayment or maturity of the New Note | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000 | 500,000 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
VARIABLE_INTEREST_ENTITIES_Det
VARIABLE INTEREST ENTITIES (Details) | 0 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||
Sep. 06, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
entity | USD ($) | CNY | CNY | CNY | USD ($) | Huaxing and Chuangfu | Consolidated VIEs | Consolidated VIEs | Consolidated VIEs | Consolidated VIEs | MMC BJ | |
CNY | USD ($) | CNY | CNY | CNY | Huaxing and Chuangfu | |||||||
VARIABLE INTEREST ENTITIES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of entities established in Beijing, China | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets and liabilities of VIEs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amounts due from related parties | ' | $23,000 | 142,000 | 110,000 | ' | ' | ' | $16,286,000 | 98,591,000 | 54,299,000 | ' | ' |
Other current assets | ' | ' | 10,329,000 | 10,407,000 | ' | ' | ' | 21,863,000 | 132,350,000 | 59,217,000 | ' | ' |
Total current assets | ' | 83,106,000 | 503,101,000 | 466,855,000 | ' | ' | ' | 38,149,000 | 230,941,000 | 113,516,000 | ' | ' |
Intangible assets, net | ' | 13,999,000 | 84,747,000 | 90,253,000 | 95,827,000 | ' | ' | 924,000 | 5,592,000 | 5,950,000 | ' | ' |
Total assets | ' | ' | ' | ' | ' | ' | ' | 39,073,000 | 236,533,000 | 119,466,000 | ' | ' |
Accounts payable | ' | 1,733,000 | 10,491,000 | 14,168,000 | ' | ' | ' | 1,000 | 7,000 | 5,000 | ' | ' |
Accrued expenses and other current liabilities | ' | 54,186,000 | 328,034,000 | 217,694,000 | ' | ' | ' | 15,030,000 | 90,985,000 | 1,558,000 | ' | ' |
Amounts due to related parties | ' | 47,000 | 282,000 | 272,000 | ' | ' | ' | 10,659,000 | 64,529,000 | 39,680,000 | ' | ' |
Total current liabilities | ' | 60,184,000 | 364,339,000 | 240,673,000 | ' | ' | ' | 25,690,000 | 155,521,000 | 41,243,000 | ' | ' |
Deferred tax liabilities | ' | 2,607,000 | 15,781,000 | 16,652,000 | ' | ' | ' | 231,000 | 1,399,000 | 1,667,000 | ' | ' |
Total liabilities | ' | ' | ' | ' | ' | ' | ' | 25,921,000 | 156,920,000 | 42,910,000 | ' | ' |
Net revenue and net income/(loss) of VIEs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | ' | 144,945,000 | 877,451,000 | 748,133,000 | 604,559,000 | ' | ' | 1,914,000 | 11,586,000 | 4,293,000 | 698,000 | ' |
Net income/(loss) | ' | -13,713,000 | -83,020,000 | -53,511,000 | -336,515,000 | ' | ' | 153,000 | 927,000 | 487,000 | -1,863,000 | ' |
Cash flow of VIEs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash provided by (used in) operating activities | ' | ' | ' | ' | ' | ' | ' | -3,383,000 | -20,480,000 | -24,636,000 | 44,149,000 | ' |
Net cash provided by (used in) investing activities | ' | ' | ' | ' | ' | ' | ' | -6,426,000 | -38,901,000 | 3,657,000 | -12,258,000 | ' |
Net cash provided by financing activities: | ' | ' | ' | ' | ' | ' | ' | 3,048,000 | 18,450,000 | 38,000,000 | 500,000 | ' |
Net decrease in cash and cash equivalents | ' | -7,506,000 | -45,438,000 | -44,402,000 | -285,197,000 | ' | ' | -6,761,000 | -40,931,000 | 17,021,000 | 32,391,000 | ' |
Amount of pledge or collateralization related to assets | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Price to be paid for purchase of equity interest in Huijin | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' |
Aggregate amount of loans to shareholders of VIEs | ' | 13,300,000 | 80,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Registered capitals and PRC statutory reserves | ' | $13,300,000 | 80,500,000 | 80,500,000 | ' | $12,900,000 | ' | ' | ' | ' | ' | ' |
Term of exclusive consulting and service agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 years |
Automatic extension period for exclusive consulting and service agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 years |
Period required for disagreement in writing prior to expiration of exclusive consulting and service agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 months |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
USD ($) | CNY | CNY | CNY | Primary and Commercial Services | Primary and Commercial Services | Reportable segment | Reportable segment | Reportable segment | Reportable segment | Reportable segment | Reportable segment | Reportable segment | Reportable segment | Reportable segment | Reportable segment | Reportable segment | Reportable segment | Non-allocated | Non-allocated | Non-allocated | |
segment | CNY | CNY | Company-owned Brokerage Services | Company-owned Brokerage Services | Company-owned Brokerage Services | Franchise Services | Franchise Services | Franchise Services | Mortgage Management Services | Mortgage Management Services | Mortgage Management Services | Primary and Commercial Services | Primary and Commercial Services | Primary and Commercial Services | CNY | CNY | CNY | ||||
CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | ||||||||||
SEGMENT INFORMATION | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | 4 | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SEGMENT INFORMATION | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from external customers | $144,945,000 | 877,451,000 | 748,133,000 | 604,559,000 | ' | ' | 691,343,000 | 623,927,000 | 513,375,000 | 11,987,000 | 13,405,000 | 23,546,000 | 36,788,000 | 25,686,000 | 22,903,000 | 137,333,000 | 85,115,000 | 44,735,000 | ' | ' | ' |
Commissions and other agent-related costs | -92,908,000 | -562,436,000 | -455,282,000 | -428,920,000 | ' | ' | -468,385,000 | -394,089,000 | -394,865,000 | -1,977,000 | -1,221,000 | -1,490,000 | -7,844,000 | -6,981,000 | -6,786,000 | -84,230,000 | -52,991,000 | -25,779,000 | ' | ' | ' |
Operating costs | -30,460,000 | -184,393,000 | -175,330,000 | -296,652,000 | ' | ' | -159,541,000 | -156,460,000 | -271,562,000 | -5,939,000 | -6,125,000 | -8,873,000 | -5,430,000 | -1,432,000 | -1,672,000 | -13,481,000 | -11,313,000 | -14,352,000 | -2,000 | ' | -193,000 |
Selling, general and administrative expenses | -38,665,000 | -234,065,000 | -177,475,000 | -218,110,000 | ' | ' | -124,079,000 | -85,970,000 | -107,843,000 | -9,014,000 | -7,993,000 | -15,492,000 | -13,237,000 | -10,873,000 | -10,696,000 | -19,076,000 | -12,049,000 | -17,052,000 | -68,659,000 | -60,590,000 | -67,027,000 |
Goodwill impairment | -3,367,000 | -20,384,000 | -10,755,000 | -30,614,000 | -20,384,000 | -10,755,000 | ' | ' | -4,374,000 | ' | ' | ' | ' | ' | ' | -20,384,000 | -10,755,000 | -26,240,000 | ' | ' | ' |
Net change in fair value | 3,646,000 | 22,069,000 | 11,989,000 | 25,716,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,172,000 | 10,453,000 | 25,716,000 | -103,000 | 1,536,000 | ' |
Loss from operations | -16,809,000 | -101,758,000 | -58,720,000 | -344,021,000 | ' | ' | -60,662,000 | -12,592,000 | -265,269,000 | -4,943,000 | -1,934,000 | -2,309,000 | 10,277,000 | 6,400,000 | 3,749,000 | 22,334,000 | 8,460,000 | -12,972,000 | -68,764,000 | -59,054,000 | -67,220,000 |
Net Loss | ($14,196,000) | -85,943,000 | -50,084,000 | -340,410,000 | ' | ' | -53,914,000 | -6,405,000 | -264,722,000 | -4,924,000 | -1,930,000 | -2,311,000 | 10,003,000 | 6,128,000 | 3,620,000 | 24,402,000 | 5,435,000 | -12,972,000 | -61,510,000 | -53,312,000 | -64,025,000 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (Supplemental acquisition agreement, Shanggu, Mr. Wu Jiang, CNY) | Apr. 30, 2014 |
In Millions, unless otherwise specified | |
Subsequent events | ' |
Percentage of equity interest, which can be waived to acquire | 35.00% |
Amount of operation cash required to be retained | 10 |
Percentage of additional equity interest that entity has reserved right to acquire | 5.00% |
Subsequent event | ' |
Subsequent events | ' |
Percentage of equity interest, which can be waived to acquire | 35.00% |
Amount of operation cash required to be retained | 10 |
Percentage of additional equity interest that entity has reserved right to acquire | 5.00% |
RESTRICTED_NET_ASSETS_Details
RESTRICTED NET ASSETS (Details) (CNY) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
RESTRICTED NET ASSETS | ' | ' |
Minimum required percentage of after tax profit appropriated to general reserve fund | 10.00% | ' |
Minimum required percentage of after tax profit appropriated to statutory surplus fund | 10.00% | ' |
Threshold percentage of general reserve fund to registered capital | 50.00% | ' |
Threshold percentage of statutory surplus fund to registered capital | 50.00% | ' |
Amount of restricted net assets for consolidated and unconsolidated subsidiaries | 769.6 | 764.3 |
ADDITIONAL_INFORMATIONCONDENSE2
ADDITIONAL INFORMATION-CONDENSED FINANCIAL STATEMENTS (Details) | 12 Months Ended | 0 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Feb. 02, 2010 | Nov. 30, 2005 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | |
CNY | CNY | CNY | USD ($) | USD ($) | CNY | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Maxpro | Parent | Parent | Parent | Parent | Parent | Parent | Parent | Parent | Parent | Parent | |
USD ($) | CNY | USD ($) | CNY | USD ($) | Mr. Donald Zhang | USD ($) | CNY | USD ($) | CNY | CNY | CNY | Common Class A | Common Class A | Common Class A | Common Class A | |||||||
USD ($) | CNY | USD ($) | CNY | |||||||||||||||||||
Condensed Balance Sheets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity interest ownership percentage of the entity owned by owner(s) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation | 242,000 | 3,465,000 | 3,234,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | 145,610,000 | 191,048,000 | 235,450,000 | 24,053,000 | 31,559,000 | 520,647,000 | ' | ' | ' | ' | ' | ' | 1,115,000 | 6,752,000 | 3,543,000 | 21,453,000 | 34,080,000 | 83,106,000 | ' | ' | ' | ' |
Amounts due from related parties | 142,000 | 110,000 | ' | 23,000 | ' | ' | ' | ' | ' | ' | ' | ' | 20,788,000 | 125,847,000 | ' | 118,009,000 | ' | ' | ' | ' | ' | ' |
Prepaid expenses and other current assets | 44,479,000 | 41,265,000 | ' | 7,347,000 | ' | ' | ' | ' | ' | ' | ' | ' | 144,000 | 868,000 | ' | 1,057,000 | ' | ' | ' | ' | ' | ' |
Total current assets | 503,101,000 | 466,855,000 | ' | 83,106,000 | ' | ' | ' | ' | ' | ' | ' | ' | 22,047,000 | 133,467,000 | ' | 140,519,000 | ' | ' | ' | ' | ' | ' |
Non-current assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term investments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,461,000 | 154,135,000 | ' | 225,859,000 | ' | ' | ' | ' | ' | ' |
Total assets | 738,263,000 | 734,668,000 | ' | 121,952,000 | ' | ' | ' | ' | ' | ' | ' | ' | 47,508,000 | 287,602,000 | ' | 366,378,000 | ' | ' | ' | ' | ' | ' |
Current liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued expenses and other current liabilities | 328,034,000 | 217,694,000 | ' | 54,186,000 | ' | ' | ' | ' | ' | ' | ' | ' | 654,000 | 3,962,000 | ' | 2,376,000 | ' | ' | ' | ' | ' | ' |
Amounts due to related parties | 282,000 | 272,000 | ' | 47,000 | ' | ' | ' | ' | ' | ' | ' | ' | 1,964,000 | 11,890,000 | ' | 9,708,000 | ' | ' | ' | ' | ' | ' |
Total liabilities | 390,702,000 | 301,640,000 | ' | 64,539,000 | ' | ' | ' | ' | ' | ' | ' | ' | 2,618,000 | 15,852,000 | ' | 12,084,000 | ' | ' | ' | ' | ' | ' |
Shareholders' equity: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ordinary shares | ' | ' | ' | ' | ' | ' | 817,000 | 4,946,000 | ' | 4,939,000 | ' | ' | ' | ' | ' | ' | ' | ' | 817,000 | 4,946,000 | ' | 4,939,000 |
Additional paid-in capital | 1,036,120,000 | 1,035,651,000 | ' | 171,155,000 | ' | ' | ' | ' | ' | ' | ' | ' | 171,155,000 | 1,036,120,000 | ' | 1,035,651,000 | ' | ' | ' | ' | ' | ' |
Statutory reserves | 5,595,000 | 5,595,000 | ' | 924,000 | ' | ' | ' | ' | ' | ' | ' | ' | 924,000 | 5,595,000 | ' | 5,595,000 | ' | ' | ' | ' | ' | ' |
Accumulated deficit | -774,911,000 | -691,891,000 | ' | -128,006,000 | ' | ' | ' | ' | ' | ' | ' | ' | -128,006,000 | -774,911,000 | ' | -691,891,000 | ' | ' | ' | ' | ' | ' |
Total IFM Investments Limited shareholders' equity | 271,750,000 | 354,294,000 | ' | 44,890,000 | ' | ' | ' | ' | ' | ' | ' | ' | 44,890,000 | 271,750,000 | ' | 354,294,000 | ' | ' | ' | ' | ' | ' |
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND SHAREHOLDERS' EQUITY | 738,263,000 | 734,668,000 | ' | $121,952,000 | ' | ' | ' | ' | ' | ' | ' | ' | $47,508,000 | 287,602,000 | ' | 366,378,000 | ' | ' | ' | ' | ' | ' |
Ordinary shares, par value (in dollars per share) | ' | ' | ' | ' | ' | ' | $0.00 | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | $0.00 | ' |
Ordinary shares, shares authorized | ' | ' | ' | ' | ' | ' | 3,133,000,000 | 3,133,000,000 | 3,133,000,000 | 3,133,000,000 | 3,133,000,000 | ' | ' | ' | ' | ' | ' | ' | 3,133,000,000 | 3,133,000,000 | 3,133,000,000 | 3,133,000,000 |
Ordinary shares, shares issued | ' | ' | ' | ' | ' | ' | 668,759,000 | 668,759,000 | 667,672,000 | 667,672,000 | ' | ' | ' | ' | ' | ' | ' | ' | 668,759,000 | 668,759,000 | 667,672,000 | 667,672,000 |
Ordinary shares, shares outstanding | ' | ' | ' | ' | ' | ' | 668,759,000 | 668,759,000 | 667,672,000 | 667,672,000 | ' | ' | ' | ' | ' | ' | ' | ' | 668,759,000 | 668,759,000 | 667,672,000 | 667,672,000 |
ADDITIONAL_INFORMATIONCONDENSE3
ADDITIONAL INFORMATION-CONDENSED FINANCIAL STATEMENTS (Details 2) | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
USD ($) | CNY | CNY | CNY | Parent | Parent | Parent | Parent | |
USD ($) | CNY | CNY | CNY | |||||
Costs and expenses: | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, general and administrative expenses | ($38,665,000) | -234,065,000 | -177,475,000 | -218,110,000 | ($1,838,000) | -11,127,000 | -15,263,000 | -5,611,000 |
Net change in fair value | 3,646,000 | 22,069,000 | 11,989,000 | 25,716,000 | -17,000 | -103,000 | 1,536,000 | ' |
Total costs and expenses | -161,754,000 | -979,209,000 | -806,853,000 | -948,580,000 | -1,855,000 | -11,230,000 | -13,727,000 | -5,611,000 |
Loss from operations | -16,809,000 | -101,758,000 | -58,720,000 | -344,021,000 | -1,855,000 | -11,230,000 | -13,727,000 | -5,611,000 |
Interest income | 688,000 | 4,162,000 | 2,324,000 | 5,845,000 | 3,000 | 21,000 | 61,000 | 212,000 |
Foreign currency exchange gain loss | -19,000 | -113,000 | -19,000 | -5,713,000 | -14,000 | -87,000 | -48,000 | -1,981,000 |
Loss before income tax and share of associates' income (loss) | -14,924,000 | -90,349,000 | -49,918,000 | -341,803,000 | -1,866,000 | -11,296,000 | -13,714,000 | -7,380,000 |
Share of subsidiaries' and associates' loss | ' | ' | ' | ' | -11,848,000 | -71,724,000 | -39,797,000 | -329,135,000 |
Net loss attributable to IFM Investments Limited | -13,713,000 | -83,020,000 | -53,511,000 | -336,515,000 | -13,714,000 | -83,020,000 | -53,511,000 | -336,515,000 |
Net loss attributable to ordinary shareholders | ($13,713,000) | -83,020,000 | -53,511,000 | -336,515,000 | ($13,714,000) | -83,020,000 | -53,511,000 | -336,515,000 |
ADDITIONAL_INFORMATIONCONDENSE4
ADDITIONAL INFORMATION-CONDENSED FINANCIAL STATEMENTS (Details 3) | 12 Months Ended | |||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
USD ($) | CNY | CNY | CNY | Parent | Parent | Parent | Parent | |
USD ($) | CNY | CNY | CNY | |||||
Condensed Statements of Cash Flows | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash used in operating activities | ($5,708) | -34,556 | -31,734 | -314,966 | ($2,441) | -14,777 | -12,525 | -31,020 |
Cash flow from financing activities: | ' | ' | ' | ' | ' | ' | ' | ' |
Share repurchases | ' | ' | ' | -15,332 | ' | ' | ' | -15,332 |
Payment of initial public offering costs | ' | ' | ' | -1,315 | ' | ' | ' | -1,315 |
Proceeds from issuance of ordinary shares upon exercise of share options | 31 | 185 | ' | 583 | 31 | 185 | ' | 583 |
Net cash (used in) provided by financing activities | 2,694 | 16,309 | -7,486 | 5,702 | 31 | 185 | ' | -16,064 |
Effect of exchange rate changes on cash and cash equivalents | -23 | -141 | -17 | -5,507 | -18 | -109 | -102 | -1,942 |
Net decrease in cash and cash equivalents | -7,506 | -45,438 | -44,402 | -285,197 | -2,428 | -14,701 | -12,627 | -49,026 |
Cash and cash equivalents at the beginning of the year | 31,559 | 191,048 | 235,450 | 520,647 | 3,543 | 21,453 | 34,080 | 83,106 |
Cash and cash equivalents at the end of the year | $24,053 | 145,610 | 191,048 | 235,450 | $1,115 | 6,752 | 21,453 | 34,080 |