CHINA HYDROELECTRIC (NYSE:CHC)

WEB NEWS

Wednesday, July 9, 2014

Going Private News

BEIJING, July 9, 2014 /PRNewswire/ -- China Hydroelectric Corporation (NYSE: CHC, CHCWS) ("China Hydroelectric" or the "Company"), an owner, developer and operator of small hydroelectric power projects in the People's Republic of China, today announced the completion of its merger (the "Merger") with CPT Wyndham Sub Ltd. ("Merger Sub"), a wholly-owned subsidiary of CPT Wyndham Holdings Ltd. ("Parent"), pursuant to the agreement and plan of merger (the "Merger Agreement"), dated January 13, 2014, among the Company, Parent and Merger Sub. As a result of the Merger, the Company became a direct wholly owned subsidiary of Parent.

Under the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held on July 3, 2014, all of the Company's ordinary shares (including ordinary shares represented by American depositary shares ("ADSs"), each representing three ordinary shares) issued and outstanding immediately prior to the effective time of the Merger have been cancelled in exchange for the right to receive US$1.17 per ordinary share or US$3.51 per ADS, in each case, in cash, without interest and net of any applicable withholding taxes, except for (i) the ordinary shares and ADSs beneficially owned by Parent or any wholly owned subsidiary of Parent (including Merger Sub), or beneficially owned by affiliates of NewQuest Capital Partners or China Environment Fund III, L.P., all of which will be cancelled at the effective time of the Merger for no consideration, and (ii) ordinary shares owned by holders who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Companies Law of the Cayman Islands, which ordinary shares will be cancelled at the effective time of the Merger for the right to receive the value of such shares in accordance with the provisions of Section 238 of the Companies Law of the Cayman Islands.

Shareholders of record as of the effective time of the Merger who are entitled to the merger consideration will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the merger consideration. Shareholders should wait to receive the letter of transmittal before surrendering their share certificates. As soon as practicable after the date of this announcement, The Bank of New York Mellon, in its capacity as ADS depositary (the "ADS Depositary"), will call for the surrender of all ADSs for delivery of the merger consideration. Upon the surrender of ADSs, the ADS Depositary will pay to the surrendering holders $3.51 per ADS surrendered (less an ADS cancellation fee of $0.05 per ADS) in cash, without interest and net of any applicable withholding taxes.

The Company also announced today that it requested that trading of its ADSs on the New York Stock Exchange (the "NYSE") to be suspended beginning on July 9, 2014. The Company requested that the NYSE file a Form 25 with the Securities and Exchange Commission (the "SEC") notifying the SEC of the delisting of its ADSs on the NYSE and the deregistration of the Company's registered securities. The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC in ten days. The Company's obligations to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.


Thursday, July 3, 2014

Going Private News

BEIJING, July 3, 2014 /PRNewswire/ -- China Hydroelectric Corporation (NYSE: CHC, CHCWS) ("China Hydroelectric" or the "Company"), an owner, developer and operator of small hydroelectric power projects in the People's Republic of China, announced today that, at an extraordinary general meeting held today, the Company's shareholders voted in favor of the proposal to authorize and approve the previously announced agreement and plan of merger, dated as of January 13, 2014  (the ''Merger Agreement''), among CPT Wyndham Holdings Ltd. ("Parent"), CPT Wyndham Sub Ltd. ("Merger Sub") and the Company, pursuant to which Merger Sub will be merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"), and to authorize and approve any and all transactions contemplated by the Merger Agreement, including the Merger.

Approximately 81.8% of China Hydroelectric's total outstanding ordinary shares entitled to vote at the extraordinary general meeting voted in person or by proxy at today's extraordinary general meeting. Of those ordinary shares, approximately 99.9% were voted in favor of the proposal to authorize and approve the Merger Agreement and any and all transactions contemplated by the Merger Agreement, including the Merger.

The parties currently expect to complete the Merger within the month, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. Upon completion of the Merger, China Hydroelectric will become a privately held company and its American depositary shares, each representing three ordinary shares, will no longer be listed on the New York Stock Exchange.


Tuesday, April 22, 2014

Comments & Business Outlook

CHINA HYDROELECTRIC CORPORATION

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013
(Amounts in thousands of U.S. dollars (“US$”), except for number of shares and per share data)

 

 

 

 

 

For the Years Ended December 31,

 

 

 

Notes

 

2011

 

2012

 

2013

 

Revenues 

 

 

 

54,597

 

85,388

 

74,517

 

Cost of revenues 

 

 

 

(31,314

)

(35,795

)

(35,357

)

Gross profit 

 

 

 

23,283

 

49,593

 

39,160

 

Operating expenses:

 

 

 

 

 

 

 

 

 

General and administrative expenses (including share-based compensation expense of US$10,479, US$166 and US$211 in 2011, 2012 and 2013)

 

 

 

(28,896

)

(20,348

)

(13,258

)

Impairment loss on goodwill

 

9

 

(11,388

)

 

 

Impairment loss on long-lived assets

 

7

 

(11,590

)

 

(3,549

)

Total operating expenses 

 

 

 

(51,874

)

(20,348

)

(16,807

)

Operating (loss) income 

 

 

 

(28,591

)

29,245

 

22,353

 

Interest income

 

 

 

101

 

84

 

98

 

Interest expense

 

22

 

(24,757

)

(28,070

)

(22,568

)

Changes in fair value of warrant liabilities

 

17

 

951

 

(399

)

839

 

Exchange (loss) gain 

 

 

 

(851

)

28

 

(41

)

Other (loss) income, net

 

24

 

(334

)

507

 

275

 

(Loss) income before income tax expense 

 

 

 

(53,481

)

1,395

 

956

 

Income tax expense

 

13

 

(1,527

)

(6,451

)

(3,474

)

Net loss from continuing operations 

 

 

 

(55,008

)

(5,056

)

(2,518

)

 

 

 

 

 

 

 

 

 

 

Discontinued operations 

 

 

 

 

 

 

 

 

 

(Loss) income from discontinued operations (net of income tax expense of US$101, US$399 and nil in 2011, 2012 and 2013) 

 

 

 

(282

)

1,140

 

 

Gain on disposal of discontinued operations (net of income tax expense of nil, US$959 and nil in 2011, 2012 and 2013) 

 

 

 

 

2,767

 

 

Net (loss) income from discontinued operations 

 

6

 

(282

)

3,907

 

 

 

 

 

 

 

 

 

 

 

 

Net loss 

 

 

 

(55,290

)

(1,149

)

(2,518

)

 

 

 

 

 

 

 

 

 

 

Less:

 

 

 

 

 

 

 

 

 

Net loss (income) attributable to noncontrolling interests 

 

 

 

9,901

 

(94

)

297

 

Net loss attributable to China Hydroelectric Corporation shareholders 

 

 

 

(45,389

)

(1,243

)

(2,221

)

- Continuing operations

 

 

 

(45,107

)

(5,150

)

(2,221

)

- Discontinued operations

 

 

 

(282

)

3,907

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of income tax

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments (net of income tax expense of nil in 2011, 2012 and 2013) 

 

 

 

20,394

 

(1,413

)

12,395

 

Defined benefit pension plans (net of income tax expense of nil in 2011, 2012 and 2013) 

 

 

 

(33

)

33

 

 

Other comprehensive income (loss)

 

 

 

20,361

 

(1,380

)

12,395

 

Comprehensive (loss) income 

 

 

 

(34,929

)

(2,529

)

9,877

 

Less: Comprehensive loss (income) attributable to noncontrolling interests 

 

 

 

9,586

 

(85

)

364

 

Comprehensive (loss) income attributable to China Hydroelectric Corporation shareholders 

 

 

 

(25,343

)

(2,614

)

10,241

 

Management Discussion and Analysis

Revenues

Our revenues from continuing operations decreased by $10.9 million, or 12.8%, to $74.5 million in the year ended December 31, 2013, compared to revenues from continuing operations of $85.4 million in the year ended December 31, 2012. The decrease in revenues was primarily attributable to the unfavorable hydrological conditions in Zhejiang and Fujian provinces.

Net Loss from Continuing Operations

The foregoing factors resulted in a net loss from continuing operations of $2.5 million in the year ended December 31, 2013, a decrease of $2.6 million from a net loss of $5.1 million in the year ended December 31, 2012.

Net Loss Attributable to Ordinary Shareholders

In the year ended December 31, 2013, the net loss attributable to ordinary shareholders was $2.2 million as an increase of $1.0 million from a net loss from continuing operations attributable to ordinary shareholders of $1.2 million in the year ended December 31, 2012.


Tuesday, January 14, 2014

Notable Share Transactions

BEIJING, January 14, 2014 /PRNewswire/ -- China Hydroelectric Corporation (NYSE: CHC, CHCWS) ("China Hydroelectric" or "the Company"), an owner, developer and operator of small hydroelectric power projects in the People's Republic of China, is reminding its holders of warrants to purchase the Company's ordinary shares (the "Warrants") that the Warrants will expire at 5:00 p.m. (New York City Time) on January 25, 2014 (the "Expiration Date").

Each Warrant is exercisable for three fully paid and non-assessable ordinary shares of the Company, par value $0.001per share ("Ordinary Shares"), at an exercise price of $15.00 for three Ordinary Shares. The closing price of our ADSs, each representing three Ordinary Shares, was $3.35 as quoted by the New York Stock Exchange on January 13, 2014. The holder of Warrants may exercise them by submitting the surrender to the Bank of New York Mellon, the depositary for the Company's American Depositary Shares, or ADSs, and the Company's warrant agent. Cashless exercise for the Warrants is not allowed.

The Warrants may be exercised upon surrender of the warrant certificate on or prior to the Expiration Date at the principal stock transfer office of Bank of New York Mellon with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price by certified or official bank check payable to the Company, for the number of Warrants being exercised. Under the terms of the exercise form, if the Warrant holder does not otherwise elect upon due exercise of the Warrants, the Company will deliver the related Ordinary Shares to the depositary who will issue the corresponding number of ADSs, which each represents three Ordinary Shares, to the Warrant holder. However, if the Warrant holder elects to receive Ordinary Shares these Ordinary Shares will be delivered in bank entry form by the Company's registrar for Ordinary Shares. No fractional shares will be issued upon exercise of the Warrants. If a holder exercises Warrants and would be entitled to receive a fractional interest of a share, the Company will round up the number of Ordinary Shares to be issued to the Warrant holder to the nearest whole number of shares.

Because the Expiration Date of January 25, 2014 is not a trading day on the New York Stock Exchange, the surrender submitted to the warrant agent by the holders between January 25, 2014 to January 27, 2014 will be assumed as submitted on time. The Warrants do not automatically exercise upon expiration. Any Warrants not exercised on time will be void and worthless and the holder thereof will not receive any shares of the Company for such unexercised Warrants. A holder can obtain further information on exercising Warrants by contacting his or her broker or the Bank of New York Mellon.

The NYSE has notified the Company that trading in the Warrants on the NYSE will be suspended after the close of business January 17, 2014 to ensure all trades in the Warrants settle in time to allow the purchasers of such Warrants to exercise the Warrants on or before January 27, 2014.


Monday, January 13, 2014

Going Private News

BEIJING, Jan. 13, 2014 /PRNewswire/ -- China Hydroelectric Corporation (NYSE: CHC, CHCWS) ("China Hydroelectric" or the "Company"), an owner, developer and operator of small hydroelectric power projects in the People's Republic of China ("PRC"), today announced that it has entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with CPT Wyndham Holdings Ltd. ("Parent") and CPT Wyndham Sub Ltd. ("Merger Sub"), which are affiliates of NewQuest Capital Partners and the funds managed by it (together, the "NewQuest Funds").  Pursuant to the Merger Agreement, Parent will acquire the Company forUS$1.17 per ordinary share or US$3.51 per American Depositary Share, each representing three ordinary shares ("ADS"). This represents a 57.4% premium over the closing price of US$2.23 per ADS as quoted by the New York Stock Exchange (the "NYSE") on September 3, 2013, and a 60.5% premium over the volume-weighted average trading price of the Company's ADSs during the 30 trading days prior to, and including, September 3, 2013, the last trading day prior to the Company's announcement onSeptember 4, 2013 that it had received a non-binding proposal letter from CPI Ballpark Investments Ltd, an affiliate of the NewQuest Funds (together, with the NewQuest Funds, "NewQuest"), to acquire all of the Company's outstanding ordinary shares not already owned by them. 

The consideration to be paid to holders of ordinary shares and ADSs under the Merger Agreement also represents an increase of 18.2% from the original $2.97 per ADS offer price submitted by NewQuest in its September 4, 2013 non-binding proposal letter.

Immediately following the consummation of the transactions contemplated under the Merger Agreement, Parent will be beneficially owned by affiliates of NewQuest and other existing shareholders of the Company who are permitted to roll-over their interest in the Company with NewQuest in connection with the Merger (the "Rollover Shareholders").

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger") and each of the Company's ordinary shares issued and outstanding immediately prior to the effective time of the Merger (including ordinary shares represented by ADSs) will be cancelled in consideration for the right to receive US$1.17 per ordinary share or US$3.51 per ADS, in each case, in cash and without interest, except for (i) the ordinary shares and ADSs beneficially owned by Parent or any wholly owned subsidiary of Parent (including Merger Sub) and the Rollover Shareholders, all of which will be cancelled at the effective time of the Merger for no consideration, and (ii) ordinary shares owned by holders who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Companies Law of the Cayman Islands, which ordinary shares will be cancelled at the effective time of the Merger for the right to receive the value of such shares in accordance with the provisions of Section 238 of the Companies Law of the Cayman Islands.

NewQuest intends to fund the Merger through cash contributions pursuant to an equity commitment letter from NewQuest Asia Fund I, L.P. and NewQuest Asia Fund II, L.P. (collectively, the "Sponsors"). The Sponsors have also entered into a limited guarantee in favor of the Company pursuant to which they have agreed to guarantee certain obligations of Parent and Merger Sub under the Merger Agreement.

The Company's board of directors, acting upon the unanimous recommendation of the special committee (the "Special Committee") formed by the board of directors, unanimously approved the Merger Agreement and the Merger and resolved to recommend that the Company's shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee, which is comprised solely of independent directors of the Company who are unaffiliated with any of Parent, Merger Sub, NewQuest or any of the management members of the Company, exclusively negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.

The Merger, which is currently expected to close during the first half of 2014, is subject to customary closing conditions as well as the approval by an affirmative vote of holders of the Company's ordinary shares representing at least two-thirds of the ordinary shares present and voting in person or by proxy as a single class at a meeting of the Company's shareholders which will be convened to consider the approval of the Merger Agreement and the Merger. As of the date of the Merger Agreement, the Rollover Shareholders beneficially own in aggregate approximately 59% of the Company's outstanding shares and, pursuant to a Rollover and Support Agreement they have entered into with Parent, each Rollover Shareholder has agreed, among other things, to vote all its ordinary shares and ADSs of the Company in favor of the authorization and approval of the Merger Agreement and Merger. If completed, the Merger will result in the Company becoming a privately-held company and its ADSs will no longer be listed on the NYSE.


Tuesday, November 26, 2013

Comments & Business Outlook

Third Quarter 2013 Financial Results

  • Revenues, net of value added taxes, from continuing operations for the third quarter of 2013 were $16.4 million, a decrease of 18.4%, or $3.7 million, from $20.1 million for the third quarter of 2012
  • Non-GAAP net loss attributable to China Hydroelectric shareholders from continuing operations was $0.5 million, or $0.01 per diluted ADS, for the third quarter of 2013, compared to a net loss of $1.1 million, or $0.02 per diluted ADS in the prior year period.

"The management team has continued to execute its strategy in controlling operating expenses and reducing third party borrowings, thus lowering the impact of less favorable rainfall," stated Mr. Amit Gupta, Chairman of China Hydroelectric.

"We experienced dryer weather conditions in two of our three main operating regions this quarter. Precipitation in Zhejiang andFujian provinces were 39% and 17% below respective regional long-term averages. On the other hand, precipitation in Yunnanhas rebounded and experienced slightly above long-term average rainfall," stated Dr. You Su-Lin, interim Chief Executive Officer of China Hydroelectric. "Due to damage caused by flooding to our Liyuan project located in Sichuan during Q3 2013, we have taken an asset impairment loss as a prudent measure. In terms of revenue, Liyuan previously contributed less than 2% of our revenues in each of the last three years, hence had a minimal impact on our revenues," concluded Dr. Lin.


Wednesday, September 4, 2013

Going Private News

BEIJING, Sept. 4, 2013 /PRNewswire/ -- China Hydroelectric Corporation (NYSE: CHC, CHCWS) ("China Hydroelectric" or the "Company"), an owner, developer and operator of small hydroelectric power projects in the People's Republic of China ("PRC"), today announced that its Board of Directors has received a preliminary non-binding proposal letter, dated September 4, 2013, from NewQuest Capital Partners, through its affiliated entity, CPI Ballpark Investments Ltd, and on behalf of its affiliates and the funds managed by it (collectively, "NewQuest").  According to the proposal letter, NewQuest is interested in acquiring all of the Company's outstanding ordinary shares, including ordinary shares represented by the Company's American depositary shares or "ADSs" (each representing three ordinary shares of the Company), at a price of $0.99 in cash per ordinary share or $2.97 in cash per ADS.  

NewQuest currently owns 80,777,569 ordinary shares of the Company, representing approximately 49.83% of the total outstanding ordinary shares of the Company.  In addition, as further disclosed in its beneficial ownership report on Schedule 13D filed with the SEC on September 4, 2013, NewQuest also holds options and warrants to acquire ordinary shares of the Company, which, if exercised in full, would increase its ownership of the Company to approximately 56.8% of the Company's outstanding ordinary shares.

NewQuest's proposal letter specifies that its proposal constitutes only a preliminary indication of its interest, and is subject to negotiation and execution of definitive agreements relating to the proposed transaction. A copy of the proposal letter is attached hereto as Exhibit A.

The Company's Board of Directors, other than the Chairman of the Board of Directors, Mr. Amit Gupta, who is also a partner of NewQuest, is reviewing and evaluating NewQuest's proposal and cautions the Company's shareholders and others considering trading in its securities that the Board of Directors has just received the proposal letter and has not made any decisions with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made by NewQuest or any other person, that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.


Friday, August 16, 2013

Comments & Business Outlook

Second quarter of 2013 Financial Results

  • Revenues from continuing operations (net of value-added tax) declined 6.3% year over year to $29.8 million, due to a 7.6% decline in electricity sold.
  • Gross profit from continuing operations for the second quarter of 2013 decreased by 8.8% to $20.6 million, from $22.6 million in the prior-year period.
  • Non-GAAP net income attributable to China Hydroelectric shareholders was $6.5 million, or $0.12 per diluted ADS, for the second quarter of 2013, compared to Non-GAAP net income attributable to China Hydroelectric shareholders from continuing operations of$5.5 million, or $0.09 per diluted ADS in the prior year period.

"Results this quarter again confirm the effectiveness of the Company's strategy to mitigate precipitation fluctuations through tight control of operating expenses," stated Mr. Amit Gupta, Chairman of China Hydroelectric. "In the second quarter of 2013, the Company increased its bottom line despite lower revenues, which are dependent on weather and beyond the Company's control. The strong Q2 results are a reflection of management's focus on operational efficiency, cost control, and debt reduction." 

Dr. You Su-Lin, interim Chief Executive Officer added, "This quarter represented a tough comparison with Q2 2012, due to the high rainfall last year and dryer conditions this year. Precipitation was 13% below the long-term average, versus being 10% above the long-term average last year. Nonetheless, non-GAAP net income increased by 18.2%. Our stronger balance sheet, which has more cash and lower debt, is noteworthy. We will continue to focus on operational excellence and improve profitability and our balance sheet."

Business Outlook

As of the date of this release, rainfall in the third quarter of 2013 has been lower than that of the same period in 2012. Fujian andZhejiang, regions in which the Company receives higher tariffs, continue to experience average to slightly below average levels of precipitation. Please note that all precipitation updates are offered as of the date of this release, and may be materially different when actual precipitation results are reported.

A severe flood in Sichuan province on July 18, 2013 damaged our tailrace concrete apron, spillway gates, power generation plant, auxiliary equipment and the 35KV substation of our Liyuan hydroelectric power project. All of the Company's staff and personnel were safely evacuated. The cost to repair damages is undetermined as of the date of this release. As such, the Company does not know if its existing insurance coverage will adequately cover both the cost to repair damages and economic losses. As of the date of this 


Thursday, June 20, 2013

Comments & Business Outlook

First Quarter 2013 Financial Results

  • Revenues, net of value added taxes, from continuing operations for the first quarter of 2013 were $18.3 million, a decrease of 13%, or$2.8 million, from $21.1 million for the first quarter of 2012.
  • Gross profit for the first quarter of 2013 decreased 22% to $10.1 million, from $13.0 million in the prior-year period. Gross margin for the first quarter of 2013 decreased to 55.2% compared to 61.6% in the same period of 2012 primarily due to decreased revenues and the fixed nature of certain expenses included in cost of revenues
  • Net loss attributable to common shareholders was $1.6 million in the first quarter of 2013 compared to net income of $0.8 million in the same period of 2012. The net loss was mainly caused by the change in fair value of warrant liability which amounted to $1.8 million, a result of an increase in the Company's stock price from December 31, 2012 to March 31, 2013.
  • Non-GAAP net income was $0.2 million, or $0.00 per diluted ADS, for the first quarter of 2013, compared to net income of $1.8 million, or $0.03 per diluted ADS, for the first quarter of 2012. For reconciliation between GAAP and non-GAAP earnings, see the table below entitled "GAAP Net (Loss)/Income to Non-GAAP Net Income Reconciliation.

"Our results for the first quarter were satisfactory in light of the ongoing drought conditions in two of our three main operating regions," stated Mr. Amit Gupta, Chairman of China Hydroelectric. "Precipitation was 16% below the long-term average for the Company as a whole, and significantly below the first quarter of 2012, which was particularly wet. Despite the external headwinds, I am happy to highlight that the Company has been able to deliver significant reductions in general and administrative expenses and average costs of debt, which are in line with management targets."

Dr. You Su-Lin, interim Chief Executive Officer added, "I am pleased with our operational performance in the first quarter. Despite an 18% decline in electricity production, we mitigated the precipitation fluctuation through our tight control of operating expenses and reduction in average cost of debt. Naturally, weather patterns will vary from quarter to quarter, but we are managing our operations and costs to cushion the downside in unfavorable hydrologic periods, while maximizing the upside when conditions are good."

Second Quarter 2013 Precipitation Update

Regional precipitation imbalances are continuing in the second quarter of 2013. Yunnan continues to face drought conditions andFujian and Zhejiang experienced at- or above-average levels of precipitation. Please note that all precipitation updates are offered as of the date of this release, and may be materially different when actual precipitation results are reported.


Monday, April 29, 2013

Restructuring Activity

BEIJING, April 29, 2013 /PRNewswire-FirstCall/ -- China Hydroelectric Corporation (NYSE: CHC, CHCWS) ("China Hydroelectric" or the "Company"), an owner, developer and operator of small hydroelectric power projects in the People's Republic of China ("China"), today announced that it has closed its previously announced sale of the Yuheng hydroelectric power project, a 30 megawatt ("MW") project located in Fujian province.  This sale, for total consideration of approximately $44.3 million, has resulted in net proceeds of $20.8 million to the Company after the assumption of debt by the buyer. 

The Company previously announced the sale of the Yuheng hydroelectric power project on October 18, 2012.  This sale has decreased the Company's total installed capacity to 517.8 MW.


Thursday, April 11, 2013

Comments & Business Outlook

Fourth Quarter 2012 Results

  • Revenues, net of value added taxes, from continuing operations for the fourth quarter of 2012 were $12.4 million, an increase of 25%, or $2.5 million, from $9.9 million for the fourth quarter of 2011.
  • Non-GAAP net loss was $7.1 million, or $0.13 net loss per diluted ADS, for the fourth quarter of 2012 compared to net loss of $11.2 million, or $0.21 net loss per diluted ADS, for the fourth quarter of 2011.

Mr. Amit Gupta, Chairman of China Hydroelectric, stated, "We are pleased with CHC's progress and achievements during 2012. We entered the year with the intent of recovering from the difficulties caused by an unusually dry year in 2011 in Fujian and Zhejiang provinces, and succeeded due to favorable hydrological conditions and the focus and determination of our workforce. CHC's revenue grew to record levels, and we generated meaningful cash flow, thus improving our financial health. We strive to ensure that 2013 is another year of meaningful improvement on several levels, as we strengthen our management team, optimize our operating capability, and further strengthen our balance sheet."

Dr. You Su-Lin, interim Chief Executive Officer noted, "During the quarter we exceeded our core operational goals by improving production efficiency and rationalizing costs. Combined with favorable rainfall in Fujian and Zhejiang provinces, and the impact of several tariff increases during the year, we were able to achieve record revenue. We also improved our liquidity position through the sale of the Yuheng hydroelectric project and the refinancing of $121.8 million of debt. We are working on additional non-dilutive financing opportunities and aim to resolve any remaining liquidity challenges in the near future."


Monday, November 26, 2012

Research

The GeoTeam has performed some initial due diligence on CHC. It is no secret that CHC faces serious liquidity issues with a current ratio of only 18.6. As of June 30, 2012, CHC’s total current assets were USD 29.2 million and its current liability was more than USD 156.7 million. Therefore, CHC is desperately looking for financing and/or to sell some of its assets to solve the liquidity issues. The company has claimed to have...

Please see our entire report here.

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Thursday, October 18, 2012

Comments & Business Outlook

NEW YORK, October 18, 2012 /PRNewswire-FirstCall/ -- China Hydroelectric Corporation (NYSE: CHC, CHCWS) ("China Hydroelectric" or the "Company"), an owner, developer and operator of small hydroelectric power projects in the People's Republic of China ("PRC"), today announced the Company has entered into an Share Transfer Agreement to sell its Yuheng hydroelectric power project, a 30 megawatt ("MW") project located in Fujian province, for total consideration of RMB279.0 million (approx. US$44.3 million), including the assumption of debt by the buyer. The sale of the project is expected to close in early 2013 and will result in a small profit to the Company.

Mr. Amit Gupta, chairman of the board of China Hydroelectric, stated, "The sale not only helps the Company move a step closer to fixing its current liquidity situation, but also reaffirms the fundamental value of the Company's assets. In addition to this transaction, the Company continues to pursue other avenues to address its remaining liquidity needs in order to provide sufficient time for the new board to work with management on a comprehensive, long-term financing solution."


Tuesday, October 16, 2012

Comments & Business Outlook

NEW YORK, Oct. 16, 2012 /PRNewswire-FirstCall/ -- China Hydroelectric Corporation (NYSE: CHC, CHCWS) (the "Company"), an owner, developer and operator of small hydroelectric power projects in the People's Republic of China, today announced that on October 15, 2012, the Company's board of directors appointed Dr. You- Su Lin as its interim chief executive officer and Mr. Amit Gupta as the chairman of the board. In addition, the board of directors has appointed Mr. Gupta and Mr. Shadron Lee Stastney to the Company's compensation committee, and Ms. Moonkyung Kim and Mr. Jui Kian Lim to join Dr. Yong Cao on the Company's corporate governance and nominating committee. Mr. Gupta will serve as the chairman of the compensation committee, and Ms. Kim will serve as the chairperson of the corporate governance and nominating committee.  The Company further announced that the board of directors has authorized and appointed Dr. Lin, Mr. Gupta, Mr. Lim and Ms. Liya Chen , chief financial officer of the Company, as lead members of a transition committee to address matters relating to the transition of the new board, cost reductions, and the ongoing search for a permanent chief executive officer, among other transitional matters. 


Tuesday, October 9, 2012

Investor Alert

NEW YORK, October 9, 2012 /PRNewswire-FirstCall/ -- China Hydroelectric Corporation (NYSE: CHC, CHCWS) (the "Company"), an owner, developer and operator of small hydroelectric power projects in the People's Republic of China, today announced that it had received notice from the New York Stock Exchange ("NYSE") on October 8, 2012 that the Company had regained compliance with the NYSE's continued listing standard that requires that the average closing price of the Company's American Deposit Shares ("ADS") not fall below $1.00 per ADS for any consecutive 30-trading-day period.

In addition, the Company also announced that its board of directors has appointed directors Yun Pun Wong and Moonkyung Kim to the Company's audit committee, to join current audit committee member, Dr. Yong Cao. Yun Pun Wong will also serve as the financial expert and chairman of the audit committee.


Thursday, September 13, 2012

Shareholder Letters

NEW YORK, September 13, 2012 /PRNewswire-FirstCall/ -- The Board of Directors of China Hydroelectric Corporation (NYSE: CHC, CHCWS) (the "Company"), an owner, developer and operator of small hydroelectric power projects in the People's Republic of China, today announced that it has issued the following letter to its shareholders in response to recent actions taken by a minority shareholder group:

Dear Shareholder of China Hydroelectric Corporation:

As you are aware, a group of minority shareholders (the "Insurgents") of China Hydroelectric Corporation (the "Company") has sought to unilaterally call an extraordinary general meeting of shareholders in an attempt to acquire control of your Company by seeking to replace the Company's Board of Directors (the "Board") with their own nominees.

The Board is more resolute than ever that these efforts being pressed by the Insurgents are not in the best interests of a majority of shareholders and wish to make you aware of the following:

  • The Company filed a Complaint against the Insurgents in Federal Court on September 10, 2012. The complaint alleges that the Insurgents violated Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by failing to make timely disclosure of their plans to take control of the Company and by making misleading disclosures and omitting material facts in their disclosures to shareholders. The complaint seeks to, among other things, enjoin the Insurgents from voting or soliciting proxies until they comply with Section 13(d) of the Exchange Act. The Judge assigned to this matter has granted our request for expedited discovery, and a preliminary hearing is scheduled for October 4, 2012.
  • The Insurgents have no experience in operating or managing businesses of any kind, let alone hydroelectric plants located in the People's Republic of China. Your management is composed of the Company's founders, experienced developers, owners and operators of hydroelectric assets around the world, including in China since the early 1990's. Meanwhile, the Insurgents' proposed slate of Directors is composed of inexperienced financial players with virtually no experience or expertise operating or managing businesses in any industry.
  • The Insurgents have NO plan for improving the Company's results. The Insurgents have criticized the Company while offering no plan as how the Insurgents would increase value for the shareholders of the Company. Your management has already taken concrete measures to enhance the Company's performance, as indicated by the Company's significantly improved financial and operating performance in 2012 versus 2011. The Board and management are committed to building on the Company's strong results so far in 2012 and are confident that these strong results will continue. To this end, the Board and the Company have retained Morgan Stanley & Co LLC ("Morgan Stanley") to serve as its exclusive financial advisor to assist the Board in identifying and evaluating potential strategic alternatives available to the Company to unlock and increase shareholder value. The Insurgents only "plan" is to take control of the Company without paying the other shareholders ANY consideration for that control.
  • The Insurgents' meeting scheduled for September 28, 2012 is NOT a valid meeting. The Insurgents' failure to comply with the Company's Charter and the NYSE rules regarding the setting of a record has created confusion and uncertainty with respect to the Insurgents' purported meeting and will certainly result in the disenfranchisement of a meaningful number of shareholders. Your Board does not believe the purportedSeptember 28th meeting is a validly called meeting. We urge all of our shareholders to mark the box "Against" on the Insurgents White proxy card and return it pursuant to the instructions on the card.

THE BOARD AND MANAGEMENT ARE DETERMINED TO INCREASE VALUE FOR ALL SHAREHOLDERS. WE URGE YOU TO VOTE "AGAINST" THE REMOVAL OF THE CURRENT DIRECTORS AND "AGAINST" THE INSURGENTS' PROPOSED DIRECTORS ON THE INSURGENTS' WHITE PROXY CARD.

If you have any questions, please do not hesitate to contact John Kuhns or Mary Fellows at either 646-467-9810 or 860-435-7000.

Best regards,

John Kuhns, Chairman


Tuesday, September 11, 2012

Legal Insights

NEW YORK, September 11, 2012 /PRNewswire-FirstCall/ -- China Hydroelectric Corporation (NYSE: CHC, CHCWS) ("China Hydroelectric" or the "Company"), an owner, developer and operator of small hydroelectric power projects in the People's Republic of China, today announced that on September 10, 2012, the Company filed a complaint (the "Complaint") in the United States District Court for the Southern District of New York (the "Court"), naming as defendants NewQuest Capital Management (Cayman) Limited, NewQuest Asia Fund I (G.P.) Ltd., NewQuest Asia Fund I, L.P., CPI Ballpark Investments Ltd, Swiss Re Financial Products Corp., China Environment Fund III, L.P., China Environment Fund III Management, L.P., China Environment Fund III Holdings Ltd., Donald C. Ye, Shelby Chen, Michael Li, Larry Zhang, Ian Zhu, Aqua Resources Asia Holdings Limited, Aqua Resources Fund Limited, FourWinds Capital Management, Abrax, Abrax Limited, IWU International Ltd. (collectively the "Insurgent Group"). The Complaint alleges that the Insurgent Group violated Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by failing to file on a timely basis accurate disclosures required under the federal securities laws.

Specifically, the Complaint alleges that the Insurgent Group has been secretly planning to take control of the Company for an extended but unknown period of time. The Complaint alleges that the Insurgent Group violated the federal securities laws by failing to make timely disclosure of their plans and by making misleading disclosures and omitting material facts in the disclosures they finally made to shareholders of the Company and the Securities and Exchange Commission. The Complaint seeks declaratory and injunctive relief, including enjoining defendants from voting or soliciting proxies until they comply with Section 13(d) of the Exchange Act.

On September 10, 2012, United States District Judge Harold Baer signed an Order to Show Cause scheduling a preliminary injunction hearing on the Company's claims for October 4, 2012. The Court also scheduled an expedited discovery schedule in advance of the hearing.


Monday, September 10, 2012

Shareholder Letters

NEW YORK, September 8, 2012 /PRNewswire-FirstCall/ -- The Board of Directors of China Hydroelectric Corporation (NYSE: CHC, CHCWS) ("China Hydroelectric" or the "Company"), an owner, developer and operator of small hydroelectric power projects in the People's Republic of China (the "PRC"), today issued the following letter to its shareholders in response to recent actions taken by a minority shareholder group:

Dear Shareholder of China Hydroelectric Corporation:

As you may be aware, a group of minority shareholders (the "Insurgents") of China Hydroelectric Corporation (the "Company") has sought to unilaterally call an extraordinary general meeting of shareholders in an attempt to acquire control of your Company by seeking to replace the Company's Board of Directors (the "Board") with their own nominees. The Insurgents are trying to take advantage of the Company's currently low stock price in order to seize control of the Company without paying a control premium or even putting forward an alternative plan for the operation of the Company moving forward. The Board believes that these efforts being pressed by the Insurgents, led by NewQuest Capital Partners, to obscure their own internal agenda, are not in the best interests of a majority of shareholders, will lead to meaningful value destruction and represents a significant risk to the interest of all shareholders.

To advance their efforts, the Insurgents have purported to call their own unauthorized extraordinary general meeting on September 28, 2012. The Board requests that shareholders ignore and discard any proxies or solicitation materials they may receive from the Insurgents for a September 28th meeting.

The Insurgents have made certain criticisms of the Board and management, all of which the Board and management believe are unfounded, inaccurate and irresponsible. In that regard, you should be aware of the following:

  • The Insurgents Offer No Management or Operating Experience. Your management team is comprised of the founders of the Company, seasoned managers and operators of hydroelectric assets. They have a plan to move the Company forward and are best suited to turn around the Company, as witnessed by the Company's recent improving stock price performance. The Insurgents' proposed slate of directors offers NO management experience and NO operating experience. Rather, the Insurgents seem to be piecing together a slate on the fly. They offer up several inexperienced financial players, none of whom have any experience in managing or operating a hydroelectric business. For example, the Insurgents' have stated that Dr. You-Su Lin and Dr. Yong Cao will continue to serve as directors of the Company. The Company believes that that is not the case and that Dr. Lin and Dr Cao would resign rather than serve with the Insurgents' slate. Further, the Insurgents originally assumed that the Company's former President, James Li would serve on their board and act as President and Chief Executive Officer of the Company after they took control, but Mr. Li has resigned from the Company, leaving the Insurgents with no senior management at all. Accordingly, if the Insurgents are successful in taking control from the current experienced management team, the Company would have no continuing directors, no senior management, no operating expertise and no plan going forward.
  • The Insurgents Offer No Operating Plan for Your Company. The Insurgents have leveled numerous accusations against the Board and management, but have failed to offer any plan for how they would improve, alter or change the Company's operations. Quite simply, the Insurgents have no plan, let alone any well thought out and constructive ideas, other than to seize control of your Company for their own benefit.
  • Your Board and the Company have Retained Morgan Stanley. The Board and Company have retained the services of Morgan Stanley & Co. LLC ("Morgan Stanley") to serve as the Company's financial advisor. In that role Morgan Stanley is working with management and the Board to evaluate managements' financing and project expansion plans and consider strategic alternatives available to potentially unlock and increase shareholder value. Unlike the Insurgents' non-existent plan, your Board, and management, with the assistance of Morgan Stanley, are working hard to increase value for ALL shareholders.
  • Your Board and Management have Positioned the Company for Success. Like you, the Board and management were extremely disappointed with the historical performance of our stock in 2011. However, so far in 2012, the Company has achieved RECORD results across the board, including consolidated net revenue, gross profit, operating income and EBITDA. If not disrupted by a change of control, we are confident that the Company's improving financial condition will be positively reflected in our share price.
  • We are Concerned About the Potential for Highly Dilutive Financings by the Insurgents. The Insurgents have criticized the Board and management for failing to secure adequate long term funding to meet the Company's liquidity needs. They simply ignore the Company's recent announcement of the consummation of$74 million of bank debt refinancing in China, as well as the Company's announcement that it expects to be in a position to obtain more such refinancing during the balance of 2012 - something that the Board greatly fears will be at risk should the Insurgents succeed in seizing control of your Company. By contrast, the Insurgents fail to put forth a plan of their own. Some time ago, CPI (NewQuest) did put forward financing proposals that your Board rejected because, among other things, they were highly dilutive to existing shareholders and were designed to vest control of your Company with NewQuest - something the Board believed was not (and continues to believe is not) in the best interest of ALL shareholders. Given the Insurgents lack of any financing plan, we can only assume that, should the Insurgents be successful in their efforts to seize control of your Company, their hand-picked board will approve the same highly dilutive financing your current Board determined was destructive to your shareholder value.

Your Board and Management believe the Insurgents are self-serving and not acting in the best interests of ALL shareholders. Further, the Insurgents lack of relevant experience makes them wholly unqualified to operate your Company should they succeed in seizing control. Shareholders should ask themselves:

  • Do the Insurgents claim to have the power to make it rain or instantly improve capital markets? The Company has been significantly and adversely impacted by (i) the precipitous drop in the value of U.S. listed Chinese companies on the NYSE and Nasdaq generally, (ii) the tightening of credit in China and elsewhere, and (iii) the very low precipitation level experienced in 2011. The Insurgents have not disclosed any coherent plan as to how they would address these matters any differently than management, we can only assume that they expect to simply be able to make it rain more - as the amount of precipitation is the primary driver of the Company's operating results - and get the numerous banks and other institutions the Company has worked with to be more responsive to the Company's financing needs. They also conveniently ignore the Company's record results in 2012.
  • Do the Insurgents plan to simply fire critical personnel and gut internal controls? The Insurgents claim that General and Administrative expenses are too high. They are wrong. They treat the costs of operating a public company in the U.S. and maintaining robust internal and accounting controls, many of which went into effect during 2011, the year following the Company's IPO, as unnecessary and wasteful. Again, they are wrong. The Company is well aware of the need for expenses to be closely monitored and controlled. In fact, during 2012, the Company has undertaken significant expense reduction efforts. The Insurgents put forth no specific plan for additional steps they would expect to take. We think they have no such plan, but if they do, we would be deeply concerned it would involve undercutting shareholder accountability and gutting the Company's internal controls.
  • Do the Insurgents understand the severely disruptive impact their efforts will have on the Company's business and prospects? Your management maintains important relationships with key economic partners, such as the Company's banks and China's electric grid companies, who purchase all of the electricity generated by the Company. The Company runs a significant risk of severely harming those critical relationships if the Insurgents are successful in their takeover efforts.
  • Do the Insurgents have any plan on how to get the price of our shares up? Since the Insurgents first made public their efforts to seize control of your Company without paying any control premium, our share price has fallen. This is extremely unusual in a takeover situation, where the price of shares would customarily increase, and is a strong indication that the marketplace has no confidence in the Insurgents or their activities.

The Company will provide you with a proxy card and solicitation materials in the near future. Please do not confuse our materials with those provided by the Insurgents. We ask you to discard any proxy materials with a White proxy care provided by the Insurgents.

Your Board and management continue to be committed to increasing and preserving value for ALL SHAREHOLDERS and would be please to discuss any questions you may have with you and provide any further explanation or detail you request. We recommend that you reject all efforts by the Insurgents to wrest control of your Company away from the rest of the shareholders without offering any value or plans for increasing value to all shareholders. To that end, we ask for your continued support. If you have any questions, please do not hesitate to contact John Kuhns or Mary Fellows at either 646-467-9810 or 860-435-7000.

Thank you.

Best regards.

John D. Kuhns, Chairman


Thursday, September 6, 2012

Company Rebuttal

NEW YORK, September 6, 2012 /PRNewswire-FirstCall/ -- The Board of Directors of China Hydroelectric Corporation (NYSE: CHC, CHCWS) ("China Hydroelectric" or the "Company"), an owner, developer and operator of small hydroelectric power projects in the People's Republic of China (the "PRC"), today announced that it has called an Annual General Meeting of Shareholders (which will also serve as an Extraordinary General Meeting of Shareholders) for October 19, 2012. The record date for shareholders entitled to vote at that meeting is September 17, 2012.

As previously disclosed, a group of shareholders (the "Minority Group") of the Company have sought to call their own extraordinary general meeting on September 28, 2012 and have sought to set a record date for that meeting of August 29, 2012. At their proposed September 28th Meeting, the Minority Group will attempt to acquire control of the Company by seeking to replace all members of the Board not located in the PRC with their own nominees, as well as removing the senior executives and founders of the Company. Among other things, for shareholders, this raises a concern that the Minority Group is attempting to take advantage of the Company's currently low stock price in order to take control of the Company without paying a control premium or even putting forth an alternative or coherent plan for the operations of the Company moving forward. The Company's Board of Directors is concerned that the Minority Group's proposal will lead to meaningful value destruction for shareholders. The Board also notes that in their notice of meeting sent to shareholders, the Minority Group has included two existing directors of the Company, Dr. You-Su Lin and Dr. Yong Cao, as part of their proposed board. The Board has been advised that Dr. Lin and Dr. Cao would not be prepared to remain as directors of the Company if the new directors are elected as proposed by the Minority Group. This would leave the Company with no continuing directors, no senior management, no operating expertise and no plan going forward.

The Board is of the view that these efforts by the Minority Group are not in the best interest of shareholders. The Board believes that it is appropriate for all shareholders to be provided with an opportunity to consider and vote on the election of directors of the Company based upon full and complete information. However, in seeking to set the record date for their proposed meeting, the Minority Group has failed to comply with the Listed Company Manual of the New York Stock Exchange ("NYSE"), which requires 10 days advance notice of the setting of the record date. The Board is very concerned that this will create confusion, uncertainty and result in the disenfranchisement of a meaningful number of shareholders. Further, in light of these requirements of the NYSE, the Board considers that the extraordinary special meeting being sought by the Minority Group must be called through or by the Board, with the Board giving due regard to (i) the rights of members holding at least one-third of the shares of the Company and (ii) the NYSE Listed Company Manual.

Accordingly, the Board has resolved to call the Annual General Meeting of the Company (which last year was held on October 31st) and an extraordinary general meeting of the Company on the earliest date on which a record date can be validly set and notices provided in accordance with applicable laws, rules, regulations and contractual obligations to which the Company is subject, including those of the NYSE. That date is October 19th. The Minority Group has provided no explanation as to why holding a meeting on October 19th (a mere 21 days following the Minority Group's proposed date of September 28th) is not acceptable to them.

While the Minority Group asserts that they have attempted to avoid this public exchange by inviting a dialogue with the Board, no meaningful contact was made by the Minority Group prior to their public call for their proposed September 28th meeting. The Board welcomes such a dialogue and has been and remains willing to engage in discussions with the Minority Group regarding any concerns or issues they may have with respect to the Company, its business and management, as well as to ensure that the Company's Annual General Meeting and Extraordinary General Meeting is held in a manner that allows shareholders to properly propose and consider the appointment of directors.

In light of the foregoing, the Board considers that the Notice of EGM sent to shareholders onAugust 30, 2012 by the Minority Group is invalid and that any resolutions purportedly passed at the meeting on September 28, 2012 will be of no effect. Further, the Board requests that shareholders ignore and discard any proxies or solicitation materials they may receive from the Minority Group for a September 28th meeting. The Company (and, if they so choose, the Minority Group) will be providing proxy cards and solicitation materials for the October 19thmeeting in the near term.


Friday, August 17, 2012

Comments & Business Outlook

Second Quarter 2012 Results

  • Revenues, net of value added taxes, from continuing operations for the three months ended June 30, 2012 were $33.9 million, an increase of 72%, or $14.2 million, from $19.7 million for the three months ended June 30, 2011.
  • Non-GAAP net income was $6.4 million, or $0.12 net income per ADS, for the second quarter of 2012 compared to net loss of $0.2 million, or $0.00 net loss per ADS, for the second quarter of 2011.

"Management is very pleased with the Company's record consolidated net revenue, gross profit, operating income and EBITDA for the second quarter of 2012, as well on a year to date basis, with all of our power projects fully functioning in accordance with design. Our operating results were boosted by the above average precipitation experienced in Fujian and Zhejiang provinces, which amounted to 131% and 114% of average precipitation, respectively. We also received higher tariffs for some of our power projects in the second quarter. These results are in sharp contrast to those for the three and six months of 2011 when precipitation levels in all four provinces where we have power projects were materially below historical average levels," stated Mr. John D. Kuhns, Chairman and Chief Executive Officer.

"Along with these positive trends in operating results, the bank lending market in China has improved. While our ability to borrow remains somewhat challenging, we have been able to secure a total of $74.2 million through borrowings from banks and non-financial institutions so far this year, well ahead of what we had expected at the beginning of the year. As previously announced, we are pursuing the sale of one of our power projects. If a definitive agreement is reached, we believe the sales proceeds would substantially meet our current liquidity needs. Simultaneously, we continue to explore other financing alternatives, including capital raising from off-shore debt markets in Hong Kong and the United States. With the Company's share price continuing to trade at a depressed level, we believe seeking working capital and expansion financing by issuing equity securities would be unacceptably dilutive to our shareholders," Mr. Kuhns continued.

Mr. Kuhns concluded, "On a macro level, we are encouraged that recent fiscal and monetary actions by the Chinese government and monetary authorities will provide a boost to the economic and financing environment in China."

Business Outlook for Full Year 2012

As of the date of this release, rainfall in the third quarter of 2012 has been well above that of the same period in 2011 and more in line with 2010's above average level, particularly in Fujian and Zhejiang provinces, our higher tariff regions. However, the impact that the rest of this year's rainfall will have on the Company's full year results remains uncertain at this time as the precipitation levels in the upcoming quarters are not known.


Monday, July 2, 2012

Investor Alert

NEW YORK, June 30, 2012 /PRNewswire-Asia-FirstCall/ -- China Hydroelectric Corporation (NYSE: CHC, CHCWS) (the "Company"), an owner, developer and operator of small hydroelectric power projects in the People's Republic of China, today announced that on June 27, 2012, the Company was notified by the New York Stock Exchange ("NYSE") that it was not in compliance with the NYSE's continued listing standard that requires that the average closing price of the Company's American Deposit Shares ("ADS") not fall below $1.00 per ADS for any consecutive 30-trading-day period.

The Company's ADS continue to trade on the NYSE, subject to the Company's compliance with other NYSE continued listing requirements. Under NYSE rules, the Company has six months following receipt of the notification to regain compliance with the minimum share price requirement. The Company can regain compliance during the cure period if the Company's ADS have a closing share price of at least $1.00 on the last trading day of any calendar month during the period and also have an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month or on the last day of the cure period. The Company has notified the NYSE that the Company intends to cure this deficiency within the prescribed timeframe.

"While this notice is disappointing, we are very confident in our strategy and encouraged by the positive developments which we have experienced so far this year," said John D. Kuhns, Chairman and Chief Executive Officer. "We intend to deliver our plan to return to compliance with the NYSE regarding the listing standard, and we will explore various initiatives and work towards successful execution of the plan."


Friday, June 15, 2012

Comments & Business Outlook

First Quarter 2012 Results

  • Revenues, net of value added taxes, from continuing operations for the three months ended March 31, 2012 were $22.5 million, an increase of 105%, or $11.5 million, from $11.0 million for the three months ended March 31, 2011.
  • Non-GAAP net income was $1.8 million, or $0.03 net income per ADS, for the first quarter of 2012 compared to net loss of $4.4 million, or $0.09 net loss per ADS, for the first quarter of 2011.

"In light of the challenges that China Hydroelectric faced in fiscal 2011, I am gratified to report several positive developments so far in fiscal 2012," stated Mr. John D. Kuhns, Chairman and Chief Executive Officer.

"The Company's consolidated net revenue, gross profit, operating income and EBITDA for the first quarter of 2012, each of which represent record amounts, were positively impacted by above average precipitation experienced in the two eastern provinces of Fujian and Zhejiang. This is in stark contrast to our financial results for the first quarter of 2011 when precipitation in all four provinces where we have power projects fell well below historical average levels. Since year-to-year variations in hydrological conditions are a fundamental part of the hydroelectric power generation business, it is important to keep historical averages in mind when assessing our results of operations," Mr. Kuhns stated.

Mr. Kuhns continued, "On another front, tariffs, or the prices that the grids pay us for the electric power we generate, have increased for six of our twenty-six power projects, which represent 21.5% of our total installed capacity. The positive effect of these six tariff increases, which range from 5.8% to 17.0%, equates to an increase in estimated net revenue and operating income in excess of $1 million annually at average precipitation levels. While we cannot predict when tariffs might be increased for our other power projects, or the magnitude thereof, we remain hopeful that we will see additional tariff increases."

"We are encouraged by the new multibillion dollar economic stimulus program announced by the Chinese government during early 2012 and remain optimistic that this will lead to an expansion of local bank lending programs. However, the bank lending and capital markets environments for our Company continue to be problematic. While since January 1, 2012, we have been able to raise a total of $21.5 million through borrowings from banks and non-financial institutions, our continued ability to refinance a certain portion of our current bank debt and short term loans remains challenging. The consensus that domestic banks will be more active lending in 2012 than in 2011, as well as the timing and extent of such lending improvement, remains to be seen. Furthermore, our interest in obtaining financing from off-shore markets, such as Hong Kong and the United States, has not yet yielded any results," Mr. Kuhns concluded.

Business Outlook for Full Year 2012

As of the date of this release, rainfall in the second quarter of 2012 has been well above that of the same period in 2011 and more in line with above average level we experienced in 2010, particularly in Fujian and Zhejiang provinces, our higher tariff regions. However, the impact the rest of the year's rainfall will have on the Company's full year results remains uncertain at this time as the precipitation levels in the upcoming quarters are not known.


Tuesday, May 22, 2012

Comments & Business Outlook

NEW YORK, May 22, 2012 /PRNewswire-Asia-FirstCall/ -- China Hydroelectric Corporation (NYSE: CHC, CHCWS) ("China Hydroelectric" or the "Company"), an owner, developer and operator of small hydroelectric power projects in the People's Republic of China ("China"), today announced the Company has received tariff increases at four more of its hydroelectric power projects. These tariff increases are in addition to the recently announced tariff increases for two other power projects in Fujian province.

The Company has received substantial tariff increases for its Dazhaihe hydroelectric power project ("Dazhaihe"), one of its ten projects located in Yunnan province. Dazhaihe, acquired in April 2011, has 15 megawatts ("MW") of installed capacity and receives seasonally adjusted tariff rates. The new tariffs for each season represent an effective annual increase of 17% for Dazhaihe.

Furthermore, the Company has received a RMB 0.021 per kilowatt hour tariff increase for the Jinling complex which is located in Fujian Province and consists of three hydroelectric power projects: Dongguan, with 4.8 MW of installed capacity, Qianling, with 10.0 MW of installed capacity, and, Jinjiu, a 3.0 MW project. These three facilities received tariff increases of 7.5%, 8.8% and 7.5%, respectively.

Mr. John D. Kuhns, Chairman and Chief Executive Officer of China Hydroelectric, stated, "We are pleased to receive the increases in tariffs paid to these four projects, particularly because they became effective before the rainy seasons in both Yunnan and Fujian. We are especially pleased with the timing of the substantial seasonal increase for Dazhaihe for the June to October period since it corresponds with Dazhaihe's peak power generation period. Based on our current precipitation outlook, we expect to see a welcome revenue increase for Dazhaihe, as well as for Dongguan, Qianling and Jinjiu. These tariff increases follow our recent tariff increases for two other power projects in Fujian province, and we look forward to additional tariff increases of varying magnitudes for our other hydroelectric power projects to, among other things, generally keep pace with two tariff increases granted to thermal electric power producers in China in 2011," concluded Mr. Kuhns.


Friday, April 27, 2012

Comments & Business Outlook

Fourth Quarter 2011 Results

  • Revenues, net of value added taxes, from continuing operations for the three months ended December 31, 2011 were $10.7 million, an increase of 13%, or $1.2 million, from $9.5 million for the three months ended December 31, 2010.
  • Non-GAAP net loss was $11.2 million, or $0.21 net loss per ADS, for the fourth quarter of 2011 compared to net loss of $4.8 million, or $0.09 net loss per ADS, for the fourth quarter of 2010.

Mr. John D. Kuhns, Chairman and Chief Executive Officer of the Company, reported that "2011 unfortunately proved to be a particularly difficult year due to a number of factors the Company could not control: the weather, the bank lending environment in China, off shore debt markets and the equity markets. We are, however, pleased to report that weather conditions thus far in 2012 have been very favorable, and that the Chinese government has taken steps to revitalize lending."

Business Outlook for First Quarter 2012 

As of the date of this release, rainfall in the first quarter of 2012 is well above that of the same period in 2011 and more in line with 2010's level, particularly in Fujian and Zhejiang, our higher tariff regions. We similarly expect revenues in the first quarter of 2012 to exceed revenues recorded in the first quarter of 2011.


Wednesday, December 7, 2011

Comments & Business Outlook

NEW YORK, December 7, 2011 /PRNewswire-Asia-FirstCall/ -- China Hydroelectric Corporation (NYSE: CHC, CHCWS) ("China Hydroelectric" or the "Company"), an owner, developer and operator of small hydroelectric power projects in the People's Republic of China ("PRC"), today announced the Company has entered into an Equity Purchase and Sale Agreement (the "Agreement") with Fujian Dachuang Group to sell its Yuanping hydroelectric power project, a 16 megawatt ("MW") project located in Fujian province, for total consideration of $22.0 million, including the assumption of debt by the buyer. The sale of the project is expected to close in early 2012 and will result in a small profit to the Company.

Mr. John D. Kuhns, Chairman and Chief Executive Officer of China Hydroelectric, stated, "While the key component of the Company's business strategy has been to acquire, develop and construct hydroelectric power projects, we view our portfolio of operating assets as fluid and will make opportunistic sales of certain assets from time to time. We believe this transaction to sell one of our operating assets at a gain and to simultaneously reduce the Company's debt levels is in the Company's best interests."


Friday, November 11, 2011

Comments & Business Outlook

Third Quarter 2011 Financial and Operational Results

Revenues

  • Revenues, net of value added taxes, for the three months ended September 30, 2011 were $16.3 million, a decrease of 11%, or $2.1 million, from $18.4 million for the three months ended September 30, 2010.
  • Gross profit was $7.6 million for the third quarter of 2011, a decrease of $4.4 million, from $12.0 million in the third quarter of 2010. The $4.4 million decrease in gross profit reflects a $4.6 million decrease by existing projects as of September 30, 2010, offset by a $0.2 million increase contributed by projects acquired in the last twelve months. Gross margin for the third quarter of 2011 was 46% compared to 65% in the same period of 2010 due principally to lower revenue and the fixed nature of expenses included in cost of revenues.
  • Net loss attributable to China Hydroelectric shareholders was $4.1 million in the third quarter of 2011 compared to net income of $1.7 million in the same period in 2010. Net loss attributable to ordinary shareholders was $4.1 million, or $0.08 net loss per ADS, for the third quarter of 2011 compared to net income of $1.7 million, or $0.03 net income per ADS for the third quarter of 2010.
  • Non-GAAP net loss was $3.2 million, or $0.06 net loss per ADS, for the third quarter of 2011 compared to net income of $3.0 million, or $0.06 net income per ADS, for the third quarter of 2010. For a reconciliation between GAAP and non-GAAP earnings, see the table entitled "GAAP Net Income / (Loss) to Non-GAAP Net Income / (Loss) Reconciliation."

This decrease in revenue was due principally to less than average hydrological conditions in the current quarter compared to the prior year quarter, which experienced better than average hydrological conditions, and, to a lesser extent, a lower effective tariff rate due to the mix of revenue from the respective provinces. These factors were partially offset by incremental revenue contributed in the current quarter by projects acquired after September 30, 2010.

The $2.1 million decrease in revenue for the three months ended September 30, 2011 was primarily attributable to the net effect of (i) a $3.8 million, or 21%, decrease in revenue contributed by projects owned as of September 30, 2010, principally due to hydrological factors, and (ii) a $1.7 million revenue contribution by projects acquired in the twelve month period since September 30, 2010. Such projects have a total installed capacity of 70.4 MW as set forth below.

Business Outlook for Full Year 2011

Although Yunnan and Zhejiang experienced higher than normal precipitation in the current quarter, both have experienced below average precipitation for of the nine months ended September 30, 2011. The precipitation to be realized in the fourth quarter of 2011 will not affect the likelihood that 2011 will be a less than average year in terms of precipitation.


Monday, August 22, 2011

Notable Share Transactions

NEW YORK, August 20, 2011 /PRNewswire-Asia-FirstCall/ -- China Hydroelectric Corporation (NYSE: CHC, CHCWS) ("China Hydroelectric" or the "Company"), an owner, developer and operator of small hydroelectric power projects in the People's Republic of China, today announced that it has sold 8,662,509 of its ordinary shares, the equivalent of 2,887,503 American Depository Shares (ADS) of the Company, to Vicis Capital Master Fund ("Vicis") for $1.15 per ordinary share (the equivalent of $3.45 per ADS, each of which represents 3 ordinary shares), thereby generating gross proceeds to the Company of $10 million. The purchase was made by way of the partial exercise of an existing warrant held by Vicis to purchase up to 18,666,666 ordinary shares of the Company, which originally had an exercise price of $5.00 per ordinary share. The partial exercise of that warrant for the 8,662,509 ordinary shares was at an agreed upon reduced exercise price of $1.15 (which was equivalent to the 25 day trailing average closing price of the Company's ADSs as of the close of business on Wednesday, August 17, 2011). In addition, the existing warrant was further amended to, among other things, (i) reduces the exercise price on the balance of the warrant (representing 10,0004,157 ordinary shares) from $5 per ordinary share to $1.15 per ordinary share, or $3.45 per ADS, and (ii) extends the expiration date of the warrant from November 10, 2011 to December 31, 2013.

Mr. John D. Kuhns, Chairman and Chief Executive Officer of China Hydroelectric Corporation, commented, "The purchase of shares by Vicis, already a major institutional shareholder of the Company, provides capital, further strengthens our shareholder base and reduces the number of warrants outstanding. We believe their investment is an endorsement of our strategic plans, growth strategies and international management team, especially in light of the ongoing investor scrutiny of China-based issuers."


Tuesday, August 16, 2011

Comments & Business Outlook
  • Revenues, net of value added taxes, for the three months ended June 30, 2011 were $20.5 million, a decrease of 9%, or $2.0 million, from $22.5 million for the three months ended June 30, 2010. This decrease was due principally to less than average hydrological conditions in the current quarter compared to the prior year quarter, which experienced better than average hydrological conditions, and, to a lesser extent, a lower effective tariff rate due to the mix of revenue from the respective provinces. These factors were partially offset by incremental revenue contributed in the current quarter by projects acquired after June 30, 2010.
  • The $2.0 million decrease in revenue for the three months ended June 30, 2011 was primarily attributable to the net effect of (i) a $5.4 million, or 24%, decrease in revenue contributed by projects owned as of June 30, 2010, principally due to hydrological factors, and (ii) a $3.4 million revenue contribution by projects acquired in the twelve month period since June 30, 2010. Such acquired projects have a total installed capacity of 133.3 MW as set forth below.
  • The Company sold 463.2 million kWh in the three months ended June 30, 2011, a decrease of 5.9 million kWh, or 1%, from 469.1 million kWh sold in the three months ended June 30, 2010, attributable to a 104.8 million kWh contribution from projects acquired since June 30, 2010, offset by a 110.7 million kWh, or 24%, decline in power sold by existing projects.
  • The consolidated effective utilization rate in the three months ended June 30, 2011 was 42%, compared to 55% in the three months ended June 30, 2011. The lower consolidated effective utilization rate was principally the result of below average precipitation in Zhejiang and Fujian provinces, compared to above average precipitation in those two provinces in the three months ended June 30, 2010.
  • The effective tariff decreased from RMB 0.35/kWh in the three months ended June 30, 2010 to RMB 0.29/kWh in the three months ended June 30, 2011. The decrease was caused by a higher revenue contribution from projects located in Yunnan province, where tariffs are lower than in the two eastern provinces.
  • Net loss attributable to China Hydroelectric shareholders was $1.4 million in the second quarter of 2011 compared to net income of $5.9 million in the same period in 2010. Net loss attributable to ordinary shareholders was $1.4 million, or $0.03 net loss per ADS, for the second quarter of 2011 compared to net income of $5.9 million, or $0.11 net income per ADS for the second quarter of 2010.
  • Non-GAAP net loss was $0.2 million, or $0.004 net loss per ADS, for the second quarter of 2011 compared to net income of $7.1 million, or $0.14 per ADS, for the second quarter of 2010. For a reconciliation between GAAP and non-GAAP earnings, see the table entitled "GAAP Net Income (loss) to Non-GAAP Net Income (Loss) Reconciliation."

Weighted average American Depository Shares used in the second quarter 2011 and 2010 earnings per share calculation was 51.1 million ADS, representing 153.3 million ordinary shares.

"Operationally in the second quarter, we are pleased to report that all our facilities were online and continued to generate electrical power in accordance with their production specifications, that no material problems occurred with respect to grid connectivity and power transmission and our expenses that are classified as cost of revenue or general and administrative expenses were in line with expectations," Mr. Kuhns stated.


Investor Alert

Liquidity

The Company's cash and cash equivalents as of June 30, 2011 amounted to $10.1 million compared to $33.5 million as of December 31, 2010, a decrease of $23.4 million. This decrease was principally attributable to the excess of cash flow used in investing activities of $21.4 million, principally consisting of acquisition-related payments, over cash provided by financing activities of $1.3 million. Cash provided by financing activities was adversely impacted by central government policy in effect during the current year period that effectively delayed new bank financing. Cash flow used in operating activities was $3.2 million for the six months ended June 30, 2011, which compares favorably to cash flow used in operating activities of $9.9 million in the prior year period. Cash flow provided by operating activities in the current period was unfavorably impacted by a $7.3 million decrease in adjusted EDITDA that resulted from lower revenue and profitability due to our relatively fixed expense levels, as well as working capital requirements.

Historically, the Company has partially relied on the ready availability of credit in China to fund its operations and expansion. However, during the first half of 2011, the Company's ability to obtain financing from its principal lender in China has been constrained by restrictions on bank lending imposed by the central government in an effort to contain inflation. While Management is of the view that this policy will likely end in the near term, there is no assurance that this will occur. As a result, as a precautionary step to best assure that it will be in a position to continue to meet working capital and debt service requirements through cash flow from operations, Management has commenced discussions with lenders about restructuring certain near term principal payments. Based on discussions to date, Management believes that the Company's lenders will agree to such a restructuring. In addition, assuming bank lending in China does not become less restrictive in the near term, Management expects to explore the possibility of raising additional debt and/or equity financing from alternative sources.


Saturday, August 6, 2011

Liquidity Requirements
We believe that our current cash and cash equivalents, anticipated cash flow from operations will be sufficient to meet our expected cash requirements, including for working capital and capital expenditure purposes, for at least the next 12 months. We may, however, require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue.

Friday, May 20, 2011

Comments & Business Outlook

First Quarter Results:

  • Q1 revenue decreased by 27% to $11.5 million.
  • Q1 gross profit decreased by 61% to $4.1 million. Gross margin decreased by 31% to 36%.
  • Q1 adjusted EBITDA (see reconciliation table) decreased by 44% to $6.0 million. Adjusted EBITDA margin was 52% vs. 68% first quarter last year.
  • Q1 GAAP net loss attributable to ordinary shareholders was $5.6 million, or $0.11 net loss per American Depository Share ("ADS") (each representing three ordinary shares) compared to a loss of $13.5 million in Q1 2010, which included $15.8 million in non-cash charges.
  • Q1 non-GAAP net loss (see reconciliation table) decreased to $4.4 million, or $0.09 net loss per ADS, from a non-GAAP income of $2.6 million in Q1 2010.

"Although as a result of differing weather conditions during the first quarter of 2011 versus the unusually favorable weather conditions during the first quarter of 2010, revenue and profitability are down from the prior year period, we are extremely pleased with our results for this period and are equally pleased to report all of our equipment is performing within designed utilization rate ranges in anticipation of the second and third quarters, which traditionally experience more rainfall than the first and fourth quarters. As a hydroelectric power producer, we are subject to seasonal variations in precipitation at each of our 26 operating projects spread across four different PRC provinces. In order to mitigate the possible risk of low rainfall in one region and to take advantage of two different weather systems in the PRC, we own and operate hydroelectric power projects in the eastern and western parts of China. Overall, our projects for the first three months of 2011 experienced less than average rainfall in Fujian and Zhejiang, while our projects in Yunnan and Sichuan experienced average rainfall, whereas in the first quarter of 2010 each province experienced better than average precipitation. While 2010 benefited from better than average rainfall, 2009 was adversely affected by below average rainfall," commented Mr. John D. Kuhns, Chief Executive Officer and Chairman of the Board of Directors of the Company. The impact of hydrological conditions, whereby precipitation in any given year could vary by about 25% above or below the mean, is something beyond the control of the Company.

 

 


Friday, November 12, 2010

Comments & Business Outlook

Fourth Quarter Results:

  • Q4 revenue increased by 75% to $10.0 million.
  • Q4 gross profit increased by 2500% to $2.6 million. Gross margin increased by 25% to 26%.
  • Q4 adjusted EBITDA (see reconciliation table) increased by 420% to $2.6 million. Adjusted EBITDA margin was 26% vs. 9% last year.
  • Q4 GAAP net loss attributable to ordinary shareholders was $ 6.2 million, or $ 0.12 net loss per American Depository Share ("ADS") (each representing three ordinary shares) compared to a loss of $32.5 million in Q4 2009, which included$12.3 million in non-cash charges.
  • Q4 non-GAAP net loss (see reconciliation table) decreased to $4.8 million, or $0.09 net loss per ADS, from a loss of $6.5 million in Q4 2009.

"We made significant progress from both an acquisition and operational perspective during 2010. We expanded our geographic diversification by acquiring five operating projects in Yunnan province plus five operating projects in Fujian, bringing a total of 172.2 MW of new capacity online, an increase of 46% year over year," commented Mr. John D. Kuhns, Chief Executive Officer and Chairman of the Board of Directors of the Company.


Wednesday, November 10, 2010

Analyst Reports

Third Quarter 2010 Financial and Operating Highlights

  • Revenue increased by 42% to $18.4 millionfor the third quarter of 2010 compared to $13.0 million for the third quarter of 2009.
  • Gross profit increased by 41% to $12.0 millionin the third quarter of 2010 compared to $8.5 million for the third quarter of 2009. Gross margin remained at 65% for the third quarter of 2010, the same as the third quarter of 2009.
  • Operating income increased by 17% to $7.4 millionin the third quarter of 2010 compared to$6.3 millionin the third quarter of 2009.
  • GAAP net income attributable to ordinary shareholders of $1.7 million, or $0.03 per American Depository Share ("ADS") (each representing three ordinary shares) for the third quarter of 2010 compared to GAAP net loss attributable to ordinary shareholders of $7.5 million for the same period in 2009. Net loss attributable to ordinary shareholders in the third quarter of 2009 was impacted by a non-cash charge of $8.8 million in cumulative dividends on the redeemable preferred shares outstanding in that period that were converted into ordinary shares at the time of the Company's IPO in January 2010.
  • Non-GAAP net income (see the table entitled "GAAP Net Income (loss) to Non-GAAP Net Income (loss) Reconciliation" for detailed information) of $3.0 million, or $0.06 per ADS for the third quarter of 2010 compared to $1.5 million for the same period in 2009.

"We are pleased with the progress we continued to make in the third quarter of this year towards meeting our operational and acquisition goals for the year. The first half of 2010 saw favorable rainfall in most of our catchment areas, producing excellent runoff and a high level of reservoir storage at many of our projects. The third quarter continued to see favorable rainfall at our Fujian and Yunnan projects, while our Zhejiang projects saw slightly less than favorable rainfall. However, due to our geographic diversification, less than favorable rainfall in one region does not significantly impact our operations. However, the latter half of the year promises to be much drier than the first half."

"In the first nine months of this year, we expanded our geographic diversification by completing three acquisitions in Yunnan province of four operating projects, with a combined installed capacity totaling 116.8 MW," said Mr. John D. Kuhns, Chief Executive Officer and Chairman of the Board of Directors of the Company.

"For the remainder of 2010, we continue to expand our geographically diverse portfolio through the evaluation and acquisition of operational, construction and development hydroelectric projects in the PRC. We seek to continue to utilize our IPO proceeds, cash generated from operations, and funds expected to be available under the loan framework arrangement we have with the Bank of China's Fujian Branch to further expand our asset base."

Business Outlook for Full Year 2010

Although Yunnan and Fujian continued to experience favorable rainfall during the third quarter of 2010, less than favorable rainfall was realized in Zhejiang as a result of fewer than normal impacting typhoons. However, the impact that fourth quarter results will have on the Company's full year results remains uncertain at this time.

In addition to our 493.4 MW capacity as of September 30, 2010, as of today, we have signed definitive agreements to acquire the first five of seven Taiyu Projects, totaling 55.4 MW, as well as the Dazhaihe project, a 15 MW facility in Yunnan. Consummation of these two acquisitions is expected to be completed in November of 2010. Due to the length of bank financing processes, the remaining 44 MW to complete our overall 607.8 MW post IPO capacity target will likely be delayed until December 2010 or possibly the first quarter of 2011.



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