MORRISTOWN, N.J., Oct. 28, 2021 /PRNewswire/ -- Covanta Holding
Corporation (NYSE: CVA) ("Covanta" or the "Company"), a world
leader in sustainable waste and energy solutions, reported
financial results today for the three and nine months ended
September 30, 2021.
|
Three Months
Ended
September 30,
|
|
2021
|
|
2020
|
|
|
|
|
|
(Unaudited, $ in
millions)
|
Revenue
|
$539
|
|
$491
|
Net income
|
$30
|
|
$5
|
Adjusted
EBITDA
|
$169
|
|
$128
|
Net cash provided by
operating activities
|
$90
|
|
$36
|
Free Cash
Flow
|
$60
|
|
$2
|
Reconciliations of
non-GAAP measures can be found in the exhibits to this press
release.
|
Key Highlights
- Adjusted EBITDA up $41 million
year-over-year
- Waste-to-energy tip fee price growth of 4.5%
year-over-year
- Capturing materially higher prices for energy and recycled
metals
- UK construction and commissioning activities on track
- EQT transaction received shareholder approval on October 12, and is expected to close by end of
year, subject to final regulatory approvals
"Our team continues to execute extremely well, with consistent
operating performance positioning the Company to maximize revenue
in a strong market environment that includes upward pressure on
disposal prices, growing demand for sustainable waste solutions,
and higher values for the commodities we generate," said
Michael Ranger, President and CEO.
"While we work toward closing our transaction with EQT and
preparing for the Company's next chapter, we remain focused on our
customers and communities, operating safely and efficiently, and
leveraging the unique value of our assets."
Discussion of Third Quarter 2021 Results
Total revenue
for the three months ended September 30,
2021 was $539 million, up
$48 million as compared to the prior
year period, driven by the following:
- Waste revenue improved by $20
million, with growth in nearly all areas, including:
-
- Tip fees up $16 million on higher
prices and volumes; and
- Material processing and recycling revenue up $7 million amid strong recovery in demand for
environmental services;
- Energy revenue increased by $11
million due to higher market prices and increased revenue
from renewable energy credits, partially offset by lower wholesale
load serving revenue; and
- Materials sales increased by $21
million, with a $15 million
increase in ferrous revenue and a $6
million increase in non-ferrous revenue due to higher market
prices for metal products.
Total operating expenses were $465
million in the quarter, up $24
million over the prior year period, driven by the
following:
- Wages and benefits rose by $9
million, with normalized compensation costs compared to
COVID-related cost mitigation actions taken in the third quarter of
2020 and higher accruals for incentive compensation based on
financial performance;
- Maintenance expense decreased by $7
million due to the timing of planned outage activity;
- Other operating costs increased by $5
million primarily related to higher insurance premiums,
transportation and fuel costs; and
- General and administrative expense rose by $9 million, with the cost mitigation actions
taken in the prior year period and increased costs relating to the
strategic review impacting the comparison.
Adjusted EBITDA increased by $41
million to $169 million,
driven primarily by higher waste and commodity prices and lower
maintenance expense, partially offset by higher costs compared to
the prior year cost mitigation program.
Free Cash Flow was $60 million in
the quarter, up $58 million compared
to the prior year. This improvement was driven primarily by higher
Adjusted EBITDA and reduced maintenance capital expenditures.
The Company ended the quarter with $2.4 billion of net debt outstanding and a
leverage ratio of 5.2x.
About Covanta
Covanta is a world leader in providing
sustainable waste and energy solutions. Annually, Covanta's
modern Waste-to-Energy ("WtE") facilities safely convert
approximately 21 million tons of waste from municipalities and
businesses into clean, renewable electricity to power one million
homes and recycle 600,000 tons of metal. Through a vast network of
treatment and recycling facilities, Covanta also provides
comprehensive industrial material management services to companies
seeking solutions to some of today's most complex environmental
challenges. For more information, visit www.covanta.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute
"forward-looking" statements as defined in Section 27A of the
Securities Act of 1933 (the "Securities Act"), Section 21E of the
Securities Exchange Act of 1934 (the "Exchange Act"), the Private
Securities Litigation Reform Act of 1995 (the "PSLRA") or in
releases made by the Securities and Exchange Commission ("SEC"),
all as may be amended from time to time. Forward-looking statements
are those that address activities, events or developments that we
or our management intend, expect, project, believe or anticipate
will or may occur in the future. They are based on management's
assumptions and assessments in light of past experience and trends,
current economic and industry conditions, expected future
developments and other relevant factors. They are not guarantees of
future performance or actual results. Developments and business
decisions may differ from those envisaged by our forward-looking
statements. Forward-looking statements, including, without
limitation, statements with respect to the consummation of the
transaction with EQT, involve known and unknown risks,
uncertainties and other important factors that could cause the
actual results, performance or achievements of Covanta Holding
Corporation ("Covanta"), its subsidiaries and joint ventures or
industry results, to differ materially from any future results,
performance or achievements expressed or implied by such
forward-looking statements, in particular, the announced business
combination with EQT depends on the satisfaction of the closing
conditions to the business combination, and there can be no
assurance as to whether or when the business combination will be
consummated. For additional information see the Cautionary Note
Regarding Forward-Looking Statements in the Company's 2020 Annual
Report on Form 10-K as well as Risk Factors in the Company's most
recent Quarterly Report on Form 10-Q for the period ended
September 30, 2021.
Covanta Holding
Corporation
|
|
|
|
Exhibit
1
|
Consolidated
Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
September 30,
|
|
Nine Months
Ended
September 30,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
(In millions, except per
share amounts)
|
OPERATING
REVENUE:
|
|
|
|
|
|
|
|
|
Waste
revenue
|
|
$
|
378
|
|
|
$
|
358
|
|
|
$
|
1,085
|
|
|
$
|
1,035
|
|
Energy
revenue
|
|
104
|
|
|
93
|
|
|
294
|
|
|
264
|
|
Materials sales
revenue
|
|
42
|
|
|
21
|
|
|
116
|
|
|
58
|
|
Services
revenue
|
|
15
|
|
|
19
|
|
|
48
|
|
|
56
|
|
Total operating
revenue
|
|
539
|
|
|
491
|
|
|
1,543
|
|
|
1,413
|
|
OPERATING
EXPENSE:
|
|
|
|
|
|
|
|
|
Cost of
operations
|
|
366
|
|
|
358
|
|
|
1,154
|
|
|
1,080
|
|
Other operating
expense, net
|
|
—
|
|
|
2
|
|
|
(1)
|
|
|
6
|
|
General and
administrative expense
|
|
36
|
|
|
27
|
|
|
102
|
|
|
84
|
|
Depreciation and
amortization expense
|
|
63
|
|
|
54
|
|
|
175
|
|
|
168
|
|
Impairment charges
(a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
Total operating
expense
|
|
465
|
|
|
441
|
|
|
1,430
|
|
|
1,357
|
|
Operating
income
|
|
74
|
|
|
50
|
|
|
113
|
|
|
56
|
|
OTHER (EXPENSE)
INCOME:
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
(31)
|
|
|
(32)
|
|
|
(94)
|
|
|
(100)
|
|
Net gain on sale of
business and investments (a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
Loss on extinguishment
of debt (a)
|
|
—
|
|
|
(12)
|
|
|
—
|
|
|
(12)
|
|
Other
expense
|
|
(1)
|
|
|
—
|
|
|
(1)
|
|
|
(2)
|
|
Total other
expense
|
|
(32)
|
|
|
(44)
|
|
|
(95)
|
|
|
(105)
|
|
Income (loss)
before income tax (expense) benefit and equity in net
income from unconsolidated investments
|
|
42
|
|
|
6
|
|
|
18
|
|
|
(49)
|
|
Income tax (expense)
benefit
|
|
(14)
|
|
|
(3)
|
|
|
(8)
|
|
|
6
|
|
Equity in net income
from unconsolidated investments
|
|
2
|
|
|
2
|
|
|
3
|
|
|
3
|
|
Net income
(loss)
|
|
$
|
30
|
|
|
$
|
5
|
|
|
$
|
13
|
|
|
$
|
(40)
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
Common Shares Outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
133
|
|
|
132
|
|
|
133
|
|
|
132
|
|
Diluted
|
|
138
|
|
|
134
|
|
|
137
|
|
|
132
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) Per
Share
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.23
|
|
|
$
|
0.04
|
|
|
$
|
0.10
|
|
|
$
|
(0.30)
|
|
Diluted
|
|
$
|
0.22
|
|
|
$
|
0.04
|
|
|
$
|
0.10
|
|
|
$
|
(0.30)
|
|
|
|
|
|
|
|
|
|
|
Cash Dividend
Declared Per Share
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.24
|
|
|
$
|
0.41
|
|
|
|
(a)
For additional information, see Exhibit 4
of this Press Release.
|
Covanta Holding
Corporation
|
Exhibit 2
|
Consolidated
Balance Sheets
|
|
|
September
30,
|
|
December
31,
|
|
2021
|
|
2020
|
|
|
|
|
|
(Unaudited)
|
|
|
ASSETS
|
(In millions, except per share amounts)
|
Current:
|
|
|
|
Cash and cash
equivalents
|
$
|
54
|
|
|
$
|
55
|
|
Restricted funds held
in trust
|
8
|
|
|
11
|
|
Receivables (less
allowances of $8 and $8, respectively)
|
259
|
|
|
260
|
|
Prepaid expenses and
other current assets
|
78
|
|
|
117
|
|
Total Current
Assets
|
399
|
|
|
443
|
|
Property, plant and
equipment, net
|
2,364
|
|
|
2,421
|
|
Restricted funds held
in trust
|
17
|
|
|
6
|
|
Intangible assets,
net
|
222
|
|
|
237
|
|
Goodwill
|
302
|
|
|
302
|
|
Other
assets
|
294
|
|
|
297
|
|
Total
Assets
|
$
|
3,598
|
|
|
$
|
3,706
|
|
LIABILITIES AND
EQUITY
|
|
|
|
Current:
|
|
|
|
Current portion of
long-term debt
|
$
|
28
|
|
|
$
|
18
|
|
Current portion of
project debt
|
9
|
|
|
9
|
|
Accounts
payable
|
70
|
|
|
75
|
|
Accrued expenses and
other current liabilities
|
341
|
|
|
303
|
|
Total Current
Liabilities
|
448
|
|
|
405
|
|
Long-term
debt
|
2,338
|
|
|
2,396
|
|
Project
debt
|
109
|
|
|
116
|
|
Deferred income
taxes
|
343
|
|
|
362
|
|
Other
liabilities
|
137
|
|
|
117
|
|
Total
Liabilities
|
3,375
|
|
|
3,396
|
|
Equity:
|
|
|
|
Preferred stock ($0.10
par value; authorized 10 shares; none issued and
outstanding)
|
—
|
|
|
—
|
|
Common stock ($0.10
par value; authorized 250 shares; issued 136 shares,
outstanding
133 shares and 132 shares, respectively)
|
14
|
|
|
14
|
|
Additional paid-in
capital
|
897
|
|
|
882
|
|
Accumulated other
comprehensive loss
|
(114)
|
|
|
(32)
|
|
Accumulated
deficit
|
(574)
|
|
|
(554)
|
|
Treasury stock, at
par
|
—
|
|
|
—
|
|
Total
Equity
|
223
|
|
|
310
|
|
Total Liabilities
and Equity
|
$
|
3,598
|
|
|
$
|
3,706
|
|
Covanta Holding
Corporation
|
Exhibit 3
|
Consolidated
Statements of Cash Flow
|
|
|
Nine Months Ended
September 30,
|
|
2021
|
|
2020
|
|
|
|
|
|
(Unaudited, in
millions)
|
OPERATING
ACTIVITIES:
|
|
|
|
Net income
(loss)
|
$
|
13
|
|
|
$
|
(40)
|
|
Adjustments to
reconcile net income (loss) to net cash provided by operating
activities:
|
|
|
|
Depreciation and
amortization expense
|
175
|
|
|
168
|
|
Amortization of
deferred debt financing costs
|
3
|
|
|
3
|
|
Net gain on sale of
business and investments (a)
|
—
|
|
|
(9)
|
|
Impairment charges
(a)
|
—
|
|
|
19
|
|
Loss on extinguishment
of debt (a)
|
—
|
|
|
12
|
|
Stock-based
compensation expense
|
23
|
|
|
19
|
|
Provision for expected
credit losses
|
1
|
|
|
1
|
|
Equity in net income
from unconsolidated investments
|
(3)
|
|
|
(3)
|
|
Deferred income
taxes
|
5
|
|
|
(7)
|
|
Dividends from
unconsolidated investments
|
4
|
|
|
3
|
|
Other, net
|
2
|
|
|
4
|
|
Changes in working
capital
|
23
|
|
|
18
|
|
Changes in noncurrent
assets and liabilities, net
|
1
|
|
|
3
|
|
Net cash provided by
operating activities
|
247
|
|
|
191
|
|
INVESTING
ACTIVITIES:
|
|
|
|
Purchase of property,
plant and equipment
|
(109)
|
|
|
(117)
|
|
Proceeds from asset
sales
|
—
|
|
|
3
|
|
Property insurance
proceeds
|
1
|
|
|
—
|
|
Investment in equity
affiliates
|
(6)
|
|
|
(11)
|
|
Other, net
|
(2)
|
|
|
(10)
|
|
Net cash used in
investing activities
|
(116)
|
|
|
(135)
|
|
FINANCING
ACTIVITIES:
|
|
|
|
Proceeds from
borrowings on long-term debt
|
—
|
|
|
538
|
|
Proceeds from
borrowings on revolving credit facility
|
244
|
|
|
631
|
|
Payments on long-term
debt
|
(14)
|
|
|
(551)
|
|
Payments on revolving
credit facility
|
(281)
|
|
|
(574)
|
|
Payments on project
debt
|
(7)
|
|
|
(6)
|
|
Payment of deferred
financing costs
|
—
|
|
|
(8)
|
|
Cash dividends paid to
stockholders
|
(34)
|
|
|
(78)
|
|
Proceeds from related
party note
|
—
|
|
|
9
|
|
Payments of insurance
premium financing
|
(28)
|
|
|
(24)
|
|
Other, net
|
(3)
|
|
|
(5)
|
|
Net cash used in
financing activities
|
(123)
|
|
|
(68)
|
|
Effect of exchange
rate changes on cash, cash equivalents and restricted
cash
|
(1)
|
|
|
—
|
|
Net increase
(decrease) in cash, cash equivalents and restricted cash
|
7
|
|
|
(12)
|
|
Cash, cash
equivalents and restricted cash at beginning of period
|
72
|
|
|
63
|
|
Cash, cash
equivalents and restricted cash at end of period
|
$
|
79
|
|
|
$
|
51
|
|
|
|
|
|
(a)
For additional information, see Exhibit 4
of this Press Release.
|
Covanta Holding
Corporation
|
Exhibit 4
|
Consolidated
Reconciliation of Net Income (Loss) and Net Cash Provided by
Operating Activities to
Adjusted EBITDA
|
|
|
|
Three Months
Ended
September 30,
|
|
Nine Months
Ended
September 30,
|
|
Year Ended
December 31,
|
|
LTM
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2020
|
|
September 30,
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited, in millions)
|
|
|
|
|
Net income
(loss)
|
|
$
|
30
|
|
|
$
|
5
|
|
|
$
|
13
|
|
|
$
|
(40)
|
|
|
$
|
(28)
|
|
|
$
|
25
|
|
Depreciation and
amortization expense
|
|
63
|
|
|
54
|
|
|
175
|
|
|
168
|
|
|
224
|
|
|
231
|
|
Interest
expense
|
|
31
|
|
|
32
|
|
|
94
|
|
|
100
|
|
|
133
|
|
|
127
|
|
Income tax expense
(benefit)
|
|
14
|
|
|
3
|
|
|
8
|
|
|
(6)
|
|
|
(18)
|
|
|
(4)
|
|
Impairment charges
(a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
19
|
|
|
—
|
|
Net gain on sale of
businesses and investments (b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9)
|
|
|
(26)
|
|
|
(17)
|
|
Loss on extinguishment
of debt (c)
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|
12
|
|
|
—
|
|
Property insurance
recoveries, net
|
|
(1)
|
|
|
—
|
|
|
(1)
|
|
|
—
|
|
|
(1)
|
|
|
(2)
|
|
Loss on sale of
assets
|
|
2
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
2
|
|
Accretion
expense
|
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
Business development
and transaction costs (d)
|
|
7
|
|
|
1
|
|
|
11
|
|
|
1
|
|
|
1
|
|
|
11
|
|
Severance and
reorganization costs
|
|
—
|
|
|
1
|
|
|
5
|
|
|
2
|
|
|
5
|
|
|
8
|
|
Stock-based
compensation expense
|
|
5
|
|
|
5
|
|
|
23
|
|
|
19
|
|
|
29
|
|
|
33
|
|
Adjustments to reflect
Adjusted EBITDA
from unconsolidated investments
|
|
6
|
|
|
6
|
|
|
19
|
|
|
18
|
|
|
24
|
|
|
25
|
|
Capital type
expenditures at client owned
facilities (e)
|
|
6
|
|
|
5
|
|
|
27
|
|
|
24
|
|
|
36
|
|
|
39
|
|
Other
(f)
|
|
5
|
|
|
3
|
|
|
8
|
|
|
9
|
|
|
9
|
|
|
8
|
|
Adjusted
EBITDA
|
|
$
|
169
|
|
|
$
|
128
|
|
|
$
|
385
|
|
|
$
|
321
|
|
|
$
|
424
|
|
|
$
|
488
|
|
|
|
(a)
|
During the nine
months ended September 30, 2020 and the year ended December 31,
2020, we recorded a $19 million, respectively, non-cash impairment
charge related to our Covanta Environmental Solutions reporting
unit.
|
(b)
|
During the nine
months ended September 30, 2020, we recorded a $9 million gain
related to the Newhurst Energy Recovery Facility development
project.
|
|
During the year ended
December 31, 2020, we recorded a $26 million gain on the sale of
business and investments comprised of a $9 million gain related to
the Newhurst Energy Recovery Facility development project and a $17
million gain related to the Protos Energy Recovery Facility
development project.
|
(c)
|
During the nine
months ended September 30, 2020 and year ended December 31, 2020,
we recorded a $12 million loss on extinguishment of debt,
respectively, comprised of approximately $10 million related to the
redemption of our 5.875% Senior Notes due 2024 and approximately $1
million related to the refinancing of our tax-exempt
bonds.
|
(d)
|
During the three and
nine months ended September 30, 2021 we recorded $7 million and $11
million, respectively of legal, accounting and other expenses in
connection with our merger related activities.
|
(e)
|
Adjustment for
capital equipment related expenditures at our service fee operated
facilities which are capitalized at facilities that we
own.
|
(f)
|
Added back under the
definition of Adjusted EBITDA in Covanta Energy, LLC's credit
agreement.
|
|
|
Three Months
Ended
September 30,
|
|
Nine Months
Ended
September 30,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited, in millions)
|
Net cash provided
by operating activities
|
|
$
|
90
|
|
|
$
|
36
|
|
|
$
|
247
|
|
|
$
|
191
|
|
Capital type
expenditures at client owned facilities (a)
|
|
6
|
|
|
5
|
|
|
27
|
|
|
24
|
|
Cash paid for
interest
|
|
52
|
|
|
56
|
|
|
112
|
|
|
104
|
|
Cash paid for
taxes
|
|
2
|
|
|
2
|
|
|
4
|
|
|
3
|
|
Equity in net income
from unconsolidated investments
|
|
2
|
|
|
2
|
|
|
3
|
|
|
3
|
|
Adjustments to reflect
Adjusted EBITDA from unconsolidated investments
|
|
6
|
|
|
6
|
|
|
19
|
|
|
18
|
|
Dividends from
unconsolidated investments
|
|
—
|
|
|
—
|
|
|
(4)
|
|
|
(3)
|
|
Adjustments for
working capital and other
|
|
11
|
|
|
21
|
|
|
(23)
|
|
|
(19)
|
|
Adjusted
EBITDA
|
|
$
|
169
|
|
|
$
|
128
|
|
|
$
|
385
|
|
|
$
|
321
|
|
|
|
(a)
See Adjusted EBITDA reconciliation
above - Note (e).
|
Covanta Holding
Corporation
|
Exhibit 5
|
Reconciliation of
Net Cash Provided by Operating Activities to Free Cash
Flow
|
|
|
Three Months
Ended
September 30,
|
|
Nine Months
Ended
September 30,
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
(Unaudited, in millions)
|
Net cash provided
by operating activities
|
$
|
90
|
|
|
$
|
36
|
|
|
$
|
247
|
|
|
$
|
191
|
|
Changes in restricted
funds - operating (a)
|
(8)
|
|
|
2
|
|
|
(10)
|
|
|
—
|
|
Software implementation
expenditures (b)
|
(1)
|
|
|
(1)
|
|
|
(2)
|
|
|
(2)
|
|
Maintenance capital
expenditures (c)
|
(21)
|
|
|
(35)
|
|
|
(94)
|
|
|
(107)
|
|
Free Cash
Flow
|
$
|
60
|
|
|
$
|
2
|
|
|
$
|
141
|
|
|
$
|
82
|
|
|
(a) Adjustment
for the impact of the adoption of ASU 2016-18 effective January 1,
2018. As a result of adoption, the statement of cash flows explains
the change during the period in the total of cash, cash
equivalents, and amounts generally described as restricted cash or
restricted cash equivalents. Therefore, changes in restricted funds
are eliminated in arriving at net cash, cash equivalents and
restricted funds provided by operating activities.
|
|
(b) Due
to the adoption of ASU 2018-15 effective January 1, 2020, these
expenditures, previously included in Maintenance capital
expenditures above and Purchases of property, plant and equipment
on our consolidated statement of cash flows, are now included in
Other, net in the investing section of our consolidated statement
of cash flows.
|
|
|
|
|
|
|
|
|
(c)
Purchases of property, plant and equipment are also referred to as
capital expenditures. Capital expenditures that primarily maintain
existing facilities are classified as maintenance capital
expenditures. The following table provides the components of total
purchases of property, plant and equipment:
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
September 30,
|
|
Nine Months
Ended
September 30,
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
(Unaudited, in millions)
|
Maintenance capital
expenditures
|
$
|
(21)
|
|
|
$
|
(35)
|
|
|
$
|
(94)
|
|
|
$
|
(107)
|
|
Net maintenance
capital expenditures paid but incurred in prior periods
|
(1)
|
|
|
—
|
|
|
(11)
|
|
|
2
|
|
|
|
|
|
|
|
|
|
Total ash processing
system
|
(1)
|
|
|
(3)
|
|
|
(2)
|
|
|
(11)
|
|
Capital expenditures
associated with other organic growth initiatives
|
(2)
|
|
|
—
|
|
|
(2)
|
|
|
(1)
|
|
Total capital
expenditures associated with growth investments
(d)
|
(3)
|
|
|
(3)
|
|
|
(4)
|
|
|
(12)
|
|
Total purchases of
property, plant and equipment
|
$
|
(25)
|
|
|
$
|
(38)
|
|
|
$
|
(109)
|
|
|
$
|
(117)
|
|
|
|
|
|
|
|
|
|
(d) Total
growth investments represents investments in growth opportunities,
including organic growth initiatives, technology, business
development, and other similar expenditures, net of third party
loans collateralized by unconsolidated project equity:
|
|
|
|
|
|
|
|
|
Capital expenditures
associated with growth investments
|
$
|
(3)
|
|
|
$
|
(3)
|
|
|
$
|
(4)
|
|
|
$
|
(12)
|
|
UK business
development projects
|
—
|
|
|
—
|
|
|
—
|
|
|
(9)
|
|
Investment in equity
affiliate
|
(2)
|
|
|
(1)
|
|
|
(6)
|
|
|
(11)
|
|
Less: Third party
project loan proceeds collateralized by project equity
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
Total growth
investments
|
$
|
(5)
|
|
|
$
|
(4)
|
|
|
$
|
(10)
|
|
|
$
|
(23)
|
|
|
Covanta Holding
Corporation
|
Exhibit
6
|
Supplemental
Information
|
(Unaudited, $ in
millions)
|
|
Three Months Ended
September 30,
|
|
2021
|
|
2020
|
REVENUE:
|
|
|
|
Waste:
|
|
|
|
Tip fees
|
$
|
184
|
|
|
$
|
168
|
|
Service
fees
|
120
|
|
|
119
|
|
Waste to energy
processing
|
304
|
|
|
287
|
|
Materials processing
and recycling
|
29
|
|
|
22
|
|
Waste handling and
disposal
|
80
|
|
|
81
|
|
Intercompany
|
(35)
|
|
|
(31)
|
|
Total waste
revenue
|
378
|
|
|
358
|
|
Energy:
|
|
|
|
Energy
sales
|
75
|
|
|
63
|
|
Capacity
|
11
|
|
|
10
|
|
Wholesale load serving
(1)
|
8
|
|
|
17
|
|
Renewable energy
credits and other
|
10
|
|
|
3
|
|
Total energy
revenue
|
104
|
|
|
93
|
|
Materials
sales:
|
|
|
|
Ferrous
|
27
|
|
|
12
|
|
Non-ferrous
|
15
|
|
|
9
|
|
Total materials
sales revenue
|
42
|
|
|
21
|
|
Services
revenue
|
15
|
|
|
19
|
|
Total
revenue
|
$
|
539
|
|
|
$
|
491
|
|
|
|
|
|
OPERATING
EXPENSE:
|
|
|
|
Cost of
operations:
|
|
|
|
Wages &
benefits
|
$
|
127
|
|
|
$
|
118
|
|
Maintenance
|
59
|
|
|
66
|
|
Other operating
costs
|
179
|
|
|
174
|
|
Cost of
operations
|
366
|
|
|
358
|
|
Other operating
expense, net
|
—
|
|
|
2
|
|
General and
administrative
|
36
|
|
|
27
|
|
Depreciation and
amortization
|
63
|
|
|
54
|
|
Total operating
expense
|
$
|
465
|
|
|
441
|
|
|
|
|
|
Operating
income
|
$
|
74
|
|
|
$
|
50
|
|
|
(1) Includes
wholesale energy load serving revenue not included in Energy sales
line, such as transmission and ancillaries.
|
|
Note: Certain amounts
may not total due to rounding.
|
Covanta Holding
Corporation
|
|
|
Exhibit
7
|
Operating
Metrics
|
|
|
|
(Unaudited)
|
|
|
|
|
Three Months Ended
September 30,
|
|
2021
|
|
2020
|
WtE
Waste
|
|
|
|
Tons: (in
millions)
|
|
|
|
Tip fees-
contracted
|
2.36
|
|
|
2.28
|
|
Tip fees-
uncontracted
|
0.51
|
|
|
0.46
|
|
Service
fees
|
2.68
|
|
|
2.74
|
|
Total tons
|
5.55
|
|
|
5.48
|
|
Tip Fee revenue
per ton:
|
|
|
|
Tip fees-
contracted
|
$
|
57.39
|
|
|
$
|
55.45
|
|
Tip fees-
uncontracted
|
$
|
95.54
|
|
|
$
|
89.89
|
|
Average tip
fees
|
$
|
64.13
|
|
|
$
|
61.23
|
|
WtE
Energy
|
|
|
|
Energy sales: (MWh
in millions)
|
|
|
|
Contracted
|
0.51
|
|
|
0.51
|
|
Hedged
|
0.75
|
|
|
1.13
|
|
Market
|
0.39
|
|
|
NM
|
|
Total
energy
|
1.64
|
|
|
1.65
|
|
Market sales by
geography: (MWh in millions)
|
|
|
|
PJM East
|
0.2
|
|
|
—
|
|
NEPOOL
|
0.1
|
|
|
—
|
|
NYISO
|
0.1
|
|
|
—
|
|
Other
|
0.1
|
|
|
—
|
|
Revenue per MWh
(excludes capacity and other energy revenue):
|
|
|
|
Contracted
|
$
|
72.18
|
|
|
$
|
65.89
|
|
Hedged
|
$
|
30.44
|
|
|
$
|
26.31
|
|
Market
|
$
|
39.17
|
|
|
NM
|
|
Average revenue per
MWh
|
$
|
45.49
|
|
|
$
|
38.24
|
|
Materials
sales
|
|
|
|
Tons Recovered:
(in thousands)
|
|
|
|
Ferrous
|
128.4
|
|
|
118.2
|
|
Non-ferrous
|
13.7
|
|
|
12.2
|
|
Tons Sold: (in
thousands)
|
|
|
|
Ferrous
|
110.8
|
|
|
101.3
|
|
Non-ferrous
|
8.5
|
|
|
9.1
|
|
Revenue per
ton:
|
|
|
|
Ferrous
|
$
|
240
|
|
|
$
|
115
|
|
Non-ferrous
|
$
|
1,769
|
|
|
$
|
1,003
|
|
|
Note: Waste volume
includes solid tons only. Materials and energy volume are presented
net of client revenue sharing. Steam sales are converted to MWh
equivalent at an assumed average rate of 11 klbs of steam / MWh.
Hedged energy sales includes the energy component of wholesale load
serving. Uncontracted energy sales include sales under PPAs that
are based on market prices.
|
Note: Certain amounts
may not total due to rounding.
|
|
|
|
Covanta Holding
Corporation
|
Exhibit 8
|
Capitalization
Summary
|
|
(Face value;
unaudited, in millions)
|
September 30,
2021
|
|
December 31,
2020
|
|
December 31,
2019
|
|
|
|
|
|
|
Cash and cash
equivalents
|
$
|
54
|
|
|
$
|
55
|
|
|
$
|
37
|
|
|
|
|
|
|
|
Corporate
debt:
|
|
|
|
|
|
Secured
|
$
|
641
|
|
|
$
|
691
|
|
|
$
|
659
|
|
Unsecured
|
1,744
|
|
|
1,744
|
|
|
1,744
|
|
Total corporate
debt
|
$
|
2,385
|
|
|
$
|
2,435
|
|
|
$
|
2,403
|
|
Project
debt
|
116
|
|
|
123
|
|
|
131
|
|
Total debt
|
$
|
2,501
|
|
|
$
|
2,558
|
|
|
$
|
2,534
|
|
|
|
|
|
|
|
Net debt
(a)
|
$
|
2,444
|
|
|
$
|
2,499
|
|
|
$
|
2,483
|
|
|
|
|
|
|
|
Stockholders'
equity
|
$
|
223
|
|
|
$
|
310
|
|
|
$
|
376
|
|
|
|
|
|
|
|
Credit
Ratios:
|
|
|
|
|
|
Leverage ratio
(a)
|
5.2x
|
|
|
6.2x
|
|
|
6.1x
|
|
Senior credit
facility leverage ratio (b)
|
1.6x
|
|
|
2.0x
|
|
|
2.2x
|
|
|
(a) Leverage ratio is
defined as net debt (total principal amount of debt outstanding on
consolidated balance sheet, less cash and cash equivalents,
restricted funds escrowed for debt principal repayment, and
escrowed construction financing proceeds) divided by Adjusted
EBITDA, excluding proportional Adjusted EBITDA from unconsolidated
projects but including cash dividends from unconsolidated
projects.
|
|
(b) Leverage ratio as
calculated for senior credit facility covenant. Effectively
represents leverage at Covanta Energy, LLC and subsidiaries and
ratio is pro forma for acquisitions (when applicable).
|
Discussion of Non-GAAP Financial Measures
We use a number of different financial measures, both
United States generally accepted
accounting principles ("GAAP") and non-GAAP, in assessing the
overall performance of our business. To supplement our assessment
of results prepared in accordance with GAAP, we use the measures of
Adjusted EBITDA and Free Cash Flow, which are non-GAAP financial
measures as defined by the Securities and Exchange Commission. The
non-GAAP financial measures of Adjusted EBITDA and Free Cash Flow
as described below, and used in the tables above, are not intended
as a substitute or as an alternative to net income, cash flow
provided by operating activities or diluted earnings per share as
indicators of our performance or liquidity or any other measures of
performance or liquidity derived in accordance with GAAP. In
addition, our non-GAAP financial measures may be different from
non-GAAP measures used by other companies, limiting their
usefulness for comparison purposes.
The presentations of Adjusted EBITDA and Free Cash Flow are
intended to enhance the usefulness of our financial information by
providing measures which management internally use to assess and
evaluate the overall performance of its business and those of
possible acquisition candidates, and highlight trends in the
overall business.
Adjusted EBITDA
We use Adjusted EBITDA to provide additional ways of viewing
aspects of operations that, when viewed with the GAAP results
provide a more complete understanding of our core business. As we
define it, Adjusted EBITDA represents earnings before interest,
taxes, depreciation and amortization, as adjusted for additional
items subtracted from or added to net income including the effects
of impairment losses, gains or losses on sales, dispositions or
retirements of assets, adjustments to reflect the Adjusted EBITDA
from our unconsolidated investments, adjustments to exclude
significant unusual or non-recurring items that are not directly
related to our operating performance plus adjustments to capital
type expenses for our service fee facilities in line with our
credit agreements. We adjust for these items in our Adjusted EBITDA
as our management believes that these items would distort their
ability to efficiently view and assess our core operating trends.
As larger parts of our business are conducted through
unconsolidated investments, we adjust EBITDA for our proportionate
share of the entity's depreciation and amortization, interest
expense, tax expense and other adjustments to exclude significant
unusual or non-recurring items that are not directly related to the
entity's operating performance. in order to improve comparability
to the Adjusted EBITDA of our wholly owned entities. We do not have
control, nor have any legal claim to the portion of our
unconsolidated investees' revenues and expenses allocable to our
joint venture partners. As we do not control, but do exercise
significant influence, we account for these unconsolidated
investments in accordance with the equity method of accounting. Net
income (losses) from these investments are reflected within our
consolidated statements of operations in Equity in net income from
unconsolidated investments. In order to provide a meaningful basis
for comparison, we are providing information with respect to our
Adjusted EBITDA for the three and nine months ended September 30, 2021 and 2020, reconciled for each
such period to net income and net cash provided by operating
activities, which are believed to be the most directly comparable
measures under GAAP.
Our projections of the proportional contribution of our
interests in joint ventures to our Adjusted EBITDA and Free Cash
Flow are not based on GAAP net income/loss or cash flow provided by
operating activities, respectively, and are anticipated to be
adjusted to exclude the effects of events or circumstances in 2021
that are not representative or indicative of our results of
operations and that are not currently determinable. Due to the
uncertainty of the likelihood, amount and timing of any such
adjusting items, we do not have information available to provide a
quantitative reconciliation of projected net income/loss to an
Adjusted EBITDA projection.
Free Cash Flow
Free Cash Flow is defined as cash flow provided by operating
activities, plus changes in operating restricted funds, less
expenditures for software implementation and maintenance capital
expenditures, which are capital expenditures primarily to maintain
our existing facilities.
We use the non-GAAP measure of Free Cash Flow as a criterion of
liquidity and performance-based components of employee
compensation. We use Free Cash Flow as a measure of liquidity to
determine amounts we can reinvest in our core businesses, such as
amounts available to make acquisitions, invest in construction of
new projects, make principal payments on debt, or amounts we can
return to our stockholders through dividends and/or stock
repurchases.
In order to provide a meaningful basis for comparison, we are
providing information with respect to our Free Cash Flow for the
three and nine months ended September 30,
2021 and 2020, reconciled for each such period to net cash
provided by operating activities, which we believe to be the most
directly comparable measure under GAAP.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Certain statements in this press release may constitute
"forward-looking" statements as defined in Section 27A of the
Securities Act of 1933 (the "Securities Act"), Section 21E of the
Securities Exchange Act of 1934 (the "Exchange Act"), the Private
Securities Litigation Reform Act of 1995 (the "PSLRA") or in
releases made by the Securities and Exchange Commission ("SEC"),
all as may be amended from time to time. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors that could cause the actual results, performance
or achievements of Covanta Holding Corporation and its subsidiaries
("Covanta") or industry results, to differ materially from any
future results, performance or achievements expressed or implied by
such forward-looking statements. Statements that are not historical
fact are forward-looking statements. Forward-looking statements can
be identified by, among other things, the use of forward-looking
language, such as the words "plan," "believe," "expect,"
"anticipate," "intend," "estimate," "project," "may," "will,"
"would," "could," "should," "seeks," or "scheduled to," or other
similar words, or the negative of these terms or other variations
of these terms or comparable language, or by discussion of strategy
or intentions. These cautionary statements are being made pursuant
to the Securities Act, the Exchange Act and the PSLRA with the
intention of obtaining the benefits of the "safe harbor" provisions
of such laws. Covanta cautions investors that any forward-looking
statements made by us are not guarantees or indicative of future
performance. Important factors, risks and uncertainties that could
cause actual results to differ materially from those
forward-looking statements include, but are not limited to:
- potential delay or failure to consummate the announced
transaction with EQT;
- the impact of the COVID-19 pandemic on our employees, business,
and operations, or on the economy in general, including commercial
and financial markets;
- our ability to identify opportunities and execute on strategies
and transactions, including in connection with a strategic review
of our business and including acquisitions, divestitures, and
restructuring opportunities;
- seasonal or long-term fluctuations in the prices of energy,
waste disposal, scrap metal and commodities;
- our ability to renew or replace expiring contracts at
comparable prices and with other acceptable terms;
- adoption of new laws and regulations in the United States and abroad, including energy
laws, environmental laws, tax laws, labor laws and healthcare
laws;
- failure to maintain historical performance levels at our
facilities and our ability to retain the rights to operate
facilities we do not own;
- our ability to avoid adverse publicity or reputational damage
relating to our business;
- advances in technology;
- difficulties in the operation of our facilities, including fuel
supply and energy delivery interruptions, failure to obtain
regulatory approvals, equipment failures, labor disputes and work
stoppages, and weather interference and catastrophic events;
- difficulties in the financing, development and construction of
new projects and expansions, including increased construction costs
and delays;
- our ability to realize the benefits of long-term business
development and bear the cost of business development over
time;
- limits of insurance coverage;
- our ability to avoid defaults under our long-term
contracts;
- performance of third parties under our contracts and such third
parties' observance of laws and regulations;
- concentration of suppliers and customers;
- geographic concentration of facilities;
- increased competitiveness in the energy and waste
industries;
- changes in foreign currency exchange rates;
- limitations imposed by our existing indebtedness, including
limitations on strategic alternatives or transactions;
- our ability to perform our financial obligations and guarantees
and to refinance our existing indebtedness;
- exposure to counterparty credit risk and instability of
financial institutions in connection with financing
transactions;
- the scalability of our business;
- our ability to attract and retain talented people;
- failures of disclosure controls and procedures and internal
controls over financial reporting;
- our ability to utilize net operating loss carryforwards;
- general economic conditions in the
United States and abroad, including the availability of
credit and debt financing; and
- other risks and uncertainties affecting our business described
in Item 1A. Risk Factors of our Annual Report on Form 10-K and in
Part II Item 1A in the most recent Quarterly Report on Form 10-Q
for the period ended June 30, 2021
and in other filings by Covanta with the SEC.
Although Covanta believes that its plans, cost estimates,
returns on investments, intentions and expectations reflected in or
suggested by such forward-looking statements are reasonable, actual
results could differ materially from a projection or assumption in
any forward-looking statements. Covanta's and the joint ventures
future financial condition and results of operations, as well as
any forward-looking statements, are subject to change and to
inherent risks and uncertainties. The forward-looking statements
contained in this press release are made only as of the date hereof
and Covanta does not have, or undertake, any obligation to update
or revise any forward-looking statements whether as a result of new
information, subsequent events or otherwise, unless otherwise
required by law.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/covanta-holding-corporation-reports-2021-third-quarter-results-301411461.html
SOURCE Covanta Holding Corporation