Covanta Holding Corporation Reports 2019 Fourth Quarter and

|Feb 20|magazine69 min read

MORRISTOWN, N.J., Feb. 20, 2020 /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 year ended December 31, 2019.


Year Ended December 31,


2019


2018






(Unaudited, $ in millions, except per share
amounts)

Revenue

$1,870


$1,868

Net income

$10


$152

Adjusted EBITDA

$428


$457

Net cash provided by operating activities

$226


$238

Free Cash Flow

$140


$100

Reconciliations of non-GAAP measures can be found in the exhibits to this press release.

Key Highlights:

  • Processed 21.4 million tons of waste at EfW facilities, a new annual record for Covanta 
  • 2019 EfW tip fee prices grew 5% same store, including 11% profiled waste revenue growth
  • Reached construction stage on 3 development projects in the UK
  • Issued 5th Comprehensive Sustainability Report highlighting continued progress towards our Environmental, Social and Governance goals

"2019 finished on a positive note, as we saw continued strength in waste pricing and improved processing volume on a year-over-year basis. Our focus on a strong operating culture helped our fleet break multiple processing records," said Stephen J. Jones, Covanta's President and CEO. "At the same time, our development efforts continue to advance as we progressed our third UK project to financial close. Looking ahead to 2020, we continue to invest in our fleet to drive growth, both domestically and overseas as we help the world meet its growing need for sustainable waste solutions."

More detail on our fourth quarter results can be found in the exhibits to this release and in our fourth quarter 2019 earnings presentation found in the Investor Relations section of the Covanta website at www.covanta.com.

2020 Guidance
The Company established 2020 guidance for the following key metrics:

(In millions)

Metric

2019 Actual

2020

Guidance Range

Adjusted EBITDA

$428

$415 - $445

Free Cash Flow

$140

$100 - $140

Reconciliations of non-GAAP measures can be found in the exhibits to this press release.

Guidance as of February 20, 2020.

Conference Call Information
Covanta will host a conference call at 8:30 AM (Eastern) on Friday, February 21, 2020 to discuss its fourth quarter results.

The conference call will begin with prepared remarks, which will be followed by a question and answer session.  To participate on the live call, please dial 1-888-317-6003 (US) or 1-412-317-6061 (international) approximately 15 minutes prior to the scheduled start of the call and enter the passcode 0233059. The conference call will also be webcast live from the Investor Relations section of the Company's website. A presentation will be made available during the call and will be found in the Investor Relations section of the Covanta website at www.covanta.com.

An archived webcast will be available two hours after the end of the conference call and can be accessed through the Investor Relations section of the Covanta website at www.covanta.com.

About Covanta
Covanta is a world leader in providing sustainable waste and energy solutions.  Annually, Covanta's modern Energy-from-Waste ("EfW") facilities safely convert approximately 21 million tons of waste from municipalities and businesses into clean, renewable electricity to power one million homes and recycle 500,000 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, as amended (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.  For additional information see the Cautionary Note Regarding Forward-Looking Statements at the end of the Exhibits.

 

Covanta Holding Corporation

Exhibit 1

Consolidated Statements of Operations






Three Months Ended
December 31,


Twelve Months Ended
December 31,



2019


2018


2019


2018












(Unaudited)
(In millions, except per share amounts)

OPERATING REVENUE:









Waste and service revenue


$

354



$

350



$

1,393



$

1,327


Energy revenue


82



86



329



343


Recycled metals revenue


25



23



86



95


Other operating revenue


24



41



62



103


Total operating revenue


485



500



1,870



1,868


OPERATING EXPENSE:









Plant operating expense


333



334



1,371



1,321


Other operating expense, net


21



21



64



65


General and administrative expense


32



30



122



115


Depreciation and amortization expense


56



56



221



218


Impairment charges (a)


(1)





2



86


Total operating expense


441



441



1,780



1,805


Operating income


44



59



90



63


OTHER (EXPENSE) INCOME:









Interest expense


(35)



(34)



(143)



(145)


Net gain on sale of business and investments (a)






49



217


Loss on extinguishment of debt (a)




(12)





(15)


Other income (expense), net




(2)



1



(3)


Total other (expense) income


(35)



(48)



(93)



54


Income (loss) before income tax benefit and equity in net income 
     from unconsolidated investments


9



11



(3)



117


Income Tax Benefit (Expense)


1



(5)



7



29


Equity in net income from unconsolidated investments


2



3



6



6


Net income


$

12



$

9



$

10



$

152











Weighted Average Common Shares Outstanding:









Basic


131



130



131



130


Diluted


134



133



133



132











Earnings Per Share:









Basic


$

0.09



$

0.07



$

0.07



$

1.17


Diluted


$

0.09



$

0.07



$

0.07



$

1.15











Cash Dividend Declared Per Share


$

0.25



$

0.25



$

1.00



$

1.00



(a) For additional information, see Exhibit 4 of this Press Release.

 

Covanta Holding Corporation

Exhibit 2

Consolidated Balance Sheets





As of


December 31,


2019


2018






(Unaudited)



ASSETS

(In millions, except per share amounts)

Current:




Cash and cash equivalents

$

37



$

58


Restricted funds held in trust

18



39


Receivables (less allowances of $9 and $8, respectively)

240



338


Prepaid expenses and other current assets

105



64


Total Current Assets

400



499


Property, plant and equipment, net

2,451



2,514


Restricted funds held in trust

8



8


Intangible assets, net

258



279


Goodwill

321



321


Other assets

277



222


Total Assets

$

3,715



$

3,843


LIABILITIES AND EQUITY




Current:




Current portion of long-term debt

$

17



$

15


Current portion of project debt

8



19


Accounts payable

36



76


Accrued expenses and other current liabilities

292



333


Total Current Liabilities

353



443


Long-term debt

2,366



2,327


Project debt

125



133


Deferred income taxes

372



378


Other liabilities

123



75


Total Liabilities

3,339



3,356


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 131 shares)

14



14


Additional paid-in capital

857



841


Accumulated other comprehensive loss

(35)



(33)


Accumulated deficit

(460)



(334)


Treasury stock, at par



(1)


Total Equity

376



487


Total Liabilities and Equity

$

3,715



$

3,843


 

Covanta Holding Corporation

Exhibit 3

Consolidated Statements of Cash Flow





Twelve Months Ended
December 31,


2019


2018






(Unaudited, in millions)

OPERATING ACTIVITIES:




Net income

$

10



$

152


Adjustments to reconcile net income to net cash provided by operating activities:




Depreciation and amortization expense

221



218


Amortization of deferred debt financing costs

5



5


Net gain on sale of business and investments (a)

(49)



(217)


Impairment charges (a)

2



86


Loss on extinguishment of debt (a)



15


Provision for doubtful accounts

2



2


Stock-based compensation expense

25



24


Equity in net income from unconsolidated investments

(6)



(6)


Deferred income taxes

(9)



(31)


Dividends from unconsolidated investments

9



13


Other, net

3



(10)


Change in working capital, net of effects of acquisitions and dispositions

12



(12)


Changes in noncurrent assets and liabilities, net

1



(1)


Net cash provided by operating activities

226



238


INVESTING ACTIVITIES:




Purchase of property, plant and equipment

(158)



(206)


Acquisition of businesses, net of cash acquired

2



(50)


Proceeds from the sale of assets, net of restricted cash

27



128


Property insurance proceeds



18


Payment of indemnification claim related to sale of asset



(7)


Investment in equity affiliate

(14)



(16)


Other, net

(2)



(6)


Net cash used in investing activities

(145)



(139)


FINANCING ACTIVITIES:




Proceeds from borrowings on long-term debt

80



1,165


Proceeds from borrowings on revolving credit facility

536



740


Proceeds from insurance premium financing

29



25


Payments on long-term debt

(16)



(944)


Payments on revolving credit facility

(565)



(973)


Payments on project debt

(18)



(23)


Payment of deferred financing costs

(1)



(16)


Cash dividends paid to stockholders

(133)



(134)


Payment of insurance premium financing

(26)



(24)


Other, net

(8)



(5)


Net cash used in financing activities

(122)



(189)


Effect of exchange rate changes on cash, cash equivalents and restricted cash

(1)



1


Net decrease in cash, cash equivalents and restricted cash

(42)



(89)


Cash, cash equivalents and restricted cash at beginning of period

105



194


Cash, cash equivalents and restricted cash at end of period

$

63



$

105






(a) For additional information, see Exhibit 4 of this Press Release.

 

Covanta Holding Corporation

Exhibit 4

Consolidated Reconciliation of Net Income and Net Cash Provided by Operating Activities to 
     Adjusted EBITDA






Three Months Ended
December 31,


Twelve Months Ended
December 31,



2019


2018


2019


2018












(Unaudited, in millions)

Net income


$

12



$

9



$

10



$

152


Depreciation and amortization expense


56



56



221



218


Interest expense


35



34



143



145


Income tax (benefit) expense


(1)



5



(7)



(29)


Impairment charges (a)


(1)





2



86


Net gain on sale of businesses and investments (b)






(49)



(217)


Loss on extinguishment of debt (c)




12





15


Property insurance recoveries, net




(11)





(18)


Loss (gain) on asset sales


1



(1)



4



1


Capital type expenditures at client owned facilities (e)


6



9



34



37


Accretion expense






2



2


Business development and transaction costs




(1)



2



3


Severance and reorganization costs (d)


2





13



5


Stock-based compensation expense


5



6



25



24


Adjustments to reflect Adjusted EBITDA from unconsolidated 
     investments


7



7



25



23


Other (f)


3



7



3



10


Adjusted EBITDA


$

125



$

132



$

428



$

457


Capital type expenditures at client owned facilities (e)


(6)



(9)



(34)



(37)


Cash paid for interest


(29)



(21)



(152)



(136)


Cash paid for taxes, net






(5)



(2)


Equity in net income from unconsolidated investments


(2)



(3)



(6)



(6)


Adjustments to reflect Adjusted EBITDA from unconsolidated 
     investments


(7)



(7)



(25)



(23)


Dividends from unconsolidated investments


4



12



9



13


Adjustment for working capital and other


29



(13)



11



(28)


Net cash provided by operating activities


$

114



$

91



$

226



$

238



(a)

During the year ended December 31, 2018, we identified indicators of impairment associated with certain of our EfW facilities and recorded a non-cash impairment charge of $86 million, to reduce the carrying value of the facilities to their estimated fair value.

(b)

During the year ended December 31, 2019, we recorded a $56 million gain related to the Rookery South Energy Recovery Facility development project and a $11 million loss related to the divestiture of our Springfield and Pittsfield EfW facilities.


During the year ended December 31, 2018, we recorded a $7 million gain on the sale of our equity interests in Koma Kulshan, a $204 million gain on the sale of 50% of our Dublin project to our joint venture with the Green Investment Group Limited and a $6 million gain on the sale of our remaining interests in China.

(c)

During the year ended December 31, 2018, we recorded a $3 million loss related to the refinancing of our tax-exempt bonds and a $12 million loss related to the redemption of our 6.375% Senior Notes due 2022.

(d)

During the year ended December 31, 2019, we recorded $13 million of costs related to our ongoing asset rationalization and portfolio optimization efforts, early retirement program, and certain organizational restructuring activities.

(e)

Adjustment for capital equipment related expenditures at our service fee operated facilities which are capitalized at facilities that we own.

(f)

Includes certain other items that are added back under the definition of Adjusted EBITDA in Covanta Energy, LLC's credit agreement.

 

Covanta Holding Corporation

Exhibit 5

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow





Three Months Ended
December 31,


Twelve Months Ended
December 31,


Full Year
Estimated 2020


2019


2018


2019


2018













(Unaudited, in millions)



Net cash provided by operating activities

$

114



$

91



$

226



$

238



$260 - $290

Add: Changes in restricted funds - operating (a)

2



(3)



20



4



-

Less: Maintenance capital expenditures (b)

(25)



(47)



(106)



(142)



(150 - 160)

Free Cash Flow

$

91



$

41



$

140



$

100



$100 - $140




(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)   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
December 31,


Twelve Months Ended
December 31,




2019


2018


2019


2018



Maintenance capital expenditures

$

(25)



$

(47)



$

(106)



$

(142)




Net maintenance capital expenditures paid but 
     incurred in prior periods

(2)



9



(9)



(1)




Capital expenditures associated with construction 
     of Dublin EfW facility







(22)




Capital expenditures associated with the New York 
     City MTS contract



(4)



(19)



(13)




Capital expenditures associated with organic 
     growth initiatives

(8)



(6)



(22)



(24)




Total capital expenditures associated with growth 
     investments (c)

(8)



(10)



(41)



(59)




Capital expenditures associated with property 
     insurance events

(2)





(2)



(4)




Total purchases of property, plant and equipment

$

(37)



$

(48)



$

(158)



$

(206)














(c)  Total growth investments represents investments in growth opportunities, including organic growth 
       initiatives, technology, business development, and other similar expenditures.






Capital expenditures associated with growth 
     investments

$

(8)



$

(10)



$

(41)



$

(59)




UK business development projects

(2)



(1)



(3)



(5)




Investment in equity affiliate

(5)



(16)



(14)



(16)




Asset and business acquisitions, net of cash acquired





2



(50)




Total growth investments

$

(15)



$

(27)



$

(56)



$

(130)




 

Covanta Holding Corporation




Exhibit 6

Supplemental Information





(Unaudited, $ in millions)







Twelve Months Ended
December 31,



2019


2018

REVENUE:





Waste and service revenue:





EfW tip fees


$

638



$

624


EfW service fees


466



424


Environmental services (a)


140



141


Municipal services (b)


231



207


Other (c)


34



38


Intercompany (d)


(116)



(107)


Total waste and service


1,393



1,327


Energy revenue:





Energy sales


273



291


Capacity


44



52


Other (e)


12




Total energy


329



343


Recycled metals revenue:





Ferrous


46



58


Non-ferrous


40



37


Total recycled metals


86



95


Other revenue (f)


62



103


Total revenue


$

1,870



$

1,868







OPERATING EXPENSE:





Plant operating expense:





Plant maintenance


$

308



$

299


Other plant operating expense


1,063



1,023


Total plant operating expense


1,371



1,321


Other operating expense


64



65


General and administrative


122



115


Depreciation and amortization


221



218


Impairment charges


2



86


Total operating expense


$

1,780



$

1,805







Operating income


$

90



$

63







Plus: impairment charges


2



86


Operating income excluding impairment charges


$

92



$

149







(a) Includes the operation of material processing facilities and related services provided by our Covanta Environmental Solutions business.

(b) Consists of transfer stations and the transportation component of our NYC Marine Transfer Station contract.

(c) Includes waste brokerage, debt service and other revenue not directly related to EfW waste processing activities.

(d) Consists of elimination of intercompany transactions primarily relating to transfer stations.

(e) Primarily components of wholesale load serving revenue not included in Energy sales line, such as transmission and ancillaries.

(f) Consists primarily of construction revenue.

Note: Certain amounts may not total due to rounding.

 

Covanta Holding Corporation





Exhibit 7

Revenue and Operating Income Changes - FY 2018 to FY 2019







(Unaudited, $ in millions)





















Contract Transitions(b)








FY 2018


Organic
Growth (a)


%


Waste


Transactions (c)


Total
Changes


FY 2019

REVENUE:














Waste and service:














EfW tip fees

$

624



$

28



4.6

%


$

13



$

(28)



$

14



$

638


EfW service fees

424



13



3.0

%


(17)



46



42



466


Environmental services

141





(0.3)

%






(1)



140


Municipal services

207



8



3.6

%




17



24



231


Other revenue

38





1.1

%


(4)



(1)



(5)



34


Intercompany

(107)



(5)







(4)



(9)



(116)


Total waste and service

1,327



44



3.3

%


(7)



29



66



1,393


Energy revenue:














Energy sales

291



(17)



(5.7)

%


7



(8)



(18)



273


Capacity

52



(7)



(13.3)

%




(1)



(8)



44


Other



13



%






12



12


Total energy

343



(11)



(3.2)

%


7



(9)



(14)



329


Recycled metals:














Ferrous

58



(13)



(22.7)

%




1



(12)



46


Non-ferrous

37



2



4.6

%




1



3



40


Total recycled metals

95



(11)



(12.0)

%




2



(9)



86


Other revenue

103



(40)



(38.6)

%






(41)



62


Total revenue

$

1,868



$

(18)



(0.9)

%


$

(1)



$

21



$

2



$

1,870
















OPERATING EXPENSE:














Plant operating expense:














Plant maintenance

$

299



$

7



2.5

%


$



$

2



$

9



$

308


Other plant operating
expense

1,023



22



2.2

%


4



14



40



1,063


Total plant operating
expense

1,321



30



2.3

%


3



16



50



1,371


Other operating expense

65











(1)



64


General and administrative

115



7









6



122


Depreciation and
amortization

218



(1)





(1)



5



3



221


Total operating expense(d)

$

1,719



$

36





$

3



$

21



$

59



$

1,778


Operating income (loss) (d)

$

149



$

(54)





$

(3)



$

1



$

(57)



$

92




(a) Reflects the performance at each facility on a comparable period-over-period basis, excluding the impacts of transitions and transactions.

(b) Includes the impact of the expiration of: (1) long-term major waste and service contracts, most typically representing the transition to a new contract structure, and (2) long-term energy contracts.

(c) Includes the impacts of acquisitions, divestitures and the addition or loss of operating contracts.

(d) Excludes impairment charges

Note: Certain amounts may not total due to rounding

 

EfW Operating Metrics (Unaudited)








Exhibit 8





Three Months Ended


Year
Ended


Three Months Ended


Year
Ended


Mar 31,


Jun 30,


Sep 30,


Dec 31,


Dec 31,


Mar 31,


Jun 30,


Sep 30,


Dec 31,


Dec 31,


2019


2019


2019


2019


2019


2018


2018


2018


2018


2018

EfW Waste




















Tons: (in millions)




















Tip fee - contracted

2.04



2.29



2.28



2.18



8.78



2.08



2.32



2.25



2.27



8.92


Tip fee - uncontracted

0.54



0.43



0.48



0.57



2.01



0.65



0.44



0.46



0.53



2.08


Service fee

2.62



2.70



2.74



2.64



10.70



2.11



2.31



2.37



2.75



9.54


Total tons

5.20



5.41



5.49



5.39



21.49



4.84



5.07



5.08



5.55



20.54






















EfW tip fee per ton:




















Contracted

$

52.64



$

54.16



$

53.93



$

53.93



$

53.69



$

53.33



$

51.52



$

52.36



$

51.72



$

52.20


Uncontracted

$

76.57



$

89.06



$

85.22



$

81.31



$

82.61



$

65.38



$

84.05



$

80.27



$

78.58



$

75.97


Average revenue per ton

$

57.66



$

59.66



$

59.36



$

59.58



$

59.08



$

56.20



$

56.68



$

57.13



$

56.78



$

56.70






















EfW Energy




















Energy sales: (MWh in millions)



















Contracted

0.47



0.47



0.55



0.57



2.06



0.52



0.52



0.53



0.55



2.12


Hedged

0.80



0.73



0.76



0.73



3.02



0.75



0.81



0.77



0.76



3.09


Market

0.29



0.37



0.38



0.27



1.31



0.33



0.30



0.33



0.36



1.32


Total energy sales

1.56



1.57



1.69



1.56



6.38



1.60



1.62



1.62



1.67



6.52






















Market sales by geography:



















PJM East

0.1



0.2



0.2



0.1



0.6



0.2



0.1



0.1



0.2



0.6


NEPOOL

0.1



0.1



0.1



0.1



0.3





0.1



0.1



0.1



0.2


NYISO









0.1











0.1


Other

0.1



0.1



0.1



0.1



0.3



0.1



0.1



0.1



0.1



0.3


Revenue per MWh: (excludes capacity)

Contracted

$

67.33



$

66.00



$

62.77



$

67.33



$

65.80



$

67.86



$

64.81



$

65.41



$

68.21



$

66.59


Hedged

$

49.67



$

26.42



$

28.69



$

31.10



$

34.29



$

50.07



$

25.99



$

28.24



$

27.89



$

32.88


Market

$

32.44



$

21.69



$

25.36



$

27.22



$

26.31



$

44.08



$

30.86



$

33.66



$

38.98



$

37.12


Average revenue per MWh

$

51.74



$

37.19



$

39.08



$

43.52



$

42.81



$

54.56



$

39.28



$

41.48



$

43.58



$

44.68






















Metals




















Tons recovered, net: (in thousands)









Ferrous

96.3



110.8



111.9



104.7



423.7



101.9



106.6



111.4



104.2



424.0


Non-ferrous

12.6



12.5



12.8



13.0



50.8



11.1



11.7



12.9



13.6



49.3


Tons sold, net: (in thousands)



















Ferrous

84.0



94.9



96.4



94.9



370.3



76.6



81.4



89.8



85.1



332.8


Non-ferrous

8.3



6.7



8.2



10.4



33.7



7.5



7.0



6.8



9.2



30.6


Revenue per ton: ($ in millions)









Ferrous

$

137



$

132



$

118



$

108



$

123



$

193



$

182



$

159



$

162



$

173


Non-ferrous

$

1,123



$

1,255



$

984



$

1,346



$

1,184



$

1,192



$

1,432



$

1,360



$

971



$

1,218






















EfW plant operating expenses: ($ in millions)

Plant operating expenses
      - gross

$

294



$

278



$

256



$

269



$

1,097



$

282



$

264



$

240



$

271



$

1,057


Less: Client pass-
     through costs

(13)



(12)



(12)



(20)



(57)



(14)



(12)



(12)



(19)



(57)


Less: REC sales - 
     contra-expense

(3)



(2)



(4)



(3)



(12)



(3)



(3)



(4)



(4)



(12)


Plant operating expenses
      - reported

$

278



$

264



$

240



$

247



$

1,028



$

266



$

250



$

224



$

248



$

988






















Note: Waste volume includes solid tons only. Metals 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.  Uncontracted energy sales include sales under PPAs that are based on market prices.

Note: Certain amounts may not total due to rounding


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 year ended December 31, 2019 and 2018, reconciled for each such period to net income and cash flow 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 2020 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 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 year ended December 31, 2019 and 2018, reconciled for each such period to cash flow 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, as amended (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 Covanta are not guarantees or indicative of future performance.  Important factors, risks, and uncertainties that could cause actual results of Covanta and our joint ventures to differ materially from those forward-looking statements include, but are not limited to:

  • seasonal or long-term fluctuations in the prices of energy, waste disposal, scrap metal and commodities, and Covanta's 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, tax laws, environmental laws, labor laws and healthcare laws;
  • 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;
  • failure to maintain historical performance levels at Covanta's facilities and Covanta's ability to retain the rights to operate facilities Covanta does not own;
  • Covanta's and the joint ventures ability to avoid adverse publicity or reputational damage relating to its business;
  • difficulties in the financing, development and construction of new projects and expansions, including increased construction costs and delays;
  • Covanta's ability to realize the benefits of long-term business development and bear the costs of business development over time;
  • Covanta's ability to utilize net operating loss carryforwards;
  • limits of insurance coverage;
  • Covanta's ability to avoid defaults under its long-term contracts;
  • performance of third parties under its 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 Covanta's existing indebtedness and its ability to perform its financial obligations and guarantees and to refinance its existing indebtedness;
  • exposure to counterparty credit risk and instability of financial institutions in connection with financing transactions;
  • the scalability of its business;
  • restrictions in its certificate of incorporation and debt documents regarding strategic alternatives;
  • failures of disclosure controls and procedures and internal controls over financial reporting;
  • Covanta's and the joint ventures ability to attract and retain talented people;
  • general economic conditions in the United States and abroad, including the availability of credit and debt financing; and
  • other risks and uncertainties affecting Covanta's businesses described periodic securities 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.

 

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SOURCE Covanta Holding Corporation