EX-99.1 2 c12779exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
(COVANTA LOGO)
COVANTA HOLDING CORPORATION REPORTS
2006 FOURTH QUARTER AND FULL-YEAR RESULTS
REAFFIRMS 2007 GUIDANCE
2006 Diluted EPS of $0.72
2006 Adjusted EBITDA of $542 million for Covanta Energy
Covanta Energy Free Cash Flow of $260 million
FAIRFIELD, NJ, February 26, 2007 — Covanta Holding Corporation (NYSE:CVA) (“Covanta” or the “Company”) reported financial results today for the three and twelve months ended December 31, 2006. The Company is presenting comparative financial results on an as reported basis for the fourth quarter and a pro forma basis for the full year. The pro forma information was prepared as if the acquisition of Covanta ARC Holdings Inc., which occurred in June 2005, was consummated on January 1, 2005. The Company believes that such presentation will assist in assessing Covanta’s performance.
Fourth Quarter Results
For the three months ended December 31, 2006 total operating revenues were $318 million versus $303 million in the prior year period. Net income was $12 million, or $0.08 per diluted share which compares with 2005 fourth quarter net income of $6 million, or $0.04 per diluted share. The fourth quarter of 2006 was impacted by a higher than expected effective tax rate.
At Covanta Energy Corporation (“Covanta Energy”), the Company’s principal subsidiary, domestic waste and energy operating revenues grew 7 percent to $290 million, driven primarily by higher energy rates, contractual service fee escalation and the inclusion of a full quarter of revenue from the Warren facility in the fourth quarter of 2006. International revenues of $25 million decreased approximately $3 million versus the prior year primarily due to the sale of a small facility in China during the second quarter of 2006. Covanta Energy’s adjusted EBITDA was $118 million compared to $126 million in the prior year period. The reduction was primarily due to the Company’s increased spending on scheduled domestic plant maintenance during the fourth quarter of 2006.
Full Year 2006 As Reported Results versus 2005 Pro Forma Results
For the twelve months ended December 31, 2006, total operating revenues rose 5 percent to $1.3 billion while net income was $106 million, up 53 percent from the prior year period. Diluted earnings per share increased to $0.72 from $0.47 in the prior year, driven primarily by strong operating performance. Covanta Energy’s adjusted EBITDA grew 8 percent to $542 million resulting from higher revenues, strong operating performance and the successful execution of cost reduction initiatives.


 

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“We are very pleased with our strong operating results in 2006, in particular the meaningful growth we produced from our existing facilities.” said Anthony Orlando, President and Chief Executive Officer of Covanta. “We are also happy with our recently completed recapitalization which positions Covanta to take advantage of promising domestic and international growth opportunities.”
Recapitalization Plan Successfully Implemented
The Company completed a comprehensive recapitalization utilizing a series of equity and debt financings in the first quarter of 2007, which included the following components:
    the refinancing of Covanta Energy’s debt facilities with new Covanta Energy debt facilities, comprised of a $300 million revolving credit facility, a $320 million funded letter of credit facility, and a $650 million term loan (collectively referred to as the “New Credit Facilities”);
 
    an underwritten public offering of 6.118 million shares of Covanta’s common stock, in which the Company received proceeds of $136.6 million, net of underwriting discounts and commissions;
 
    an underwritten public offering of $373.75 million aggregate principal amount of convertible debentures issued by the Company, from which Covanta received proceeds of $364.4 million, net of underwriting discounts and commissions; and
 
    the repayment, by means of a tender offer, of $604.4 million in aggregate principal amount of outstanding notes previously issued by Covanta Energy’s intermediate subsidiaries.
2007 Guidance Reaffirmed
The Company is reaffirming its full year 2007 guidance on the following key metrics:
    Covanta Energy Adjusted EBITDA in the range of $545 million to $565 million;
 
    Covanta Energy Free Cash Flow in the range of $290 million to $320 million; and
 
    Covanta diluted earnings per share in the range of $0.65 to $0.75.
Conference Call Information
Covanta will host a conference call at 8:30 am (Eastern) on Tuesday, February 27, 2007 to discuss its results for the three and twelve months ended December 31, 2006. Prepared remarks will be followed by a question-and-answer session. To participate, please dial 800-479-9001 approximately 10 minutes prior to the scheduled start of the call. If you are calling from outside of the United States, please dial 719-457-2618. The conference call will also be web cast live on the Investor Relations section of the Covanta website at www.covantaholding.com.
A replay of the conference call will be available from 11:00 am (Eastern) on Tuesday, February 27, 2007 through midnight (Eastern) Tuesday, March 6, 2007. To access the replay, please dial 888-203-1112 or 719-457-0820 and use the replay pass code: 4581586. The web cast will also be archived on www.covantaholding.com.


 

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Non-GAAP Measures
The information presented herein and in the exhibits attached includes the measures of adjusted EBITDA and free cash flow, which are non-GAAP measures as defined by the Securities and Exchange Commission. The calculation of Adjusted EBITDA is based on the definitions in Covanta Energy’s credit facilities that were in effect as of December 31, 2006, or are now in effect for 2007, as applicable. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, as adjusted for additional items subtracted from or added to net income, in accordance with covenants included in the applicable credit facilities. Free Cash Flow is defined as cash flow provided by operating activities, less purchases or property, plant and equipment. These measures may be different from non-GAAP measures used by other companies. The presentation of such non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with United States generally accepted accounting principles (“GAAP”). These non-GAAP financial measures should be read in conjunction with Covanta’s financial information reported in accordance with GAAP, and may not be comparable to those used by other companies. Covanta uses these measures to provide further information that is useful to an understanding of Covanta Energy’s financial covenants and additional ways of viewing aspects of its operations that, when viewed with the GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting Covanta’s business.
Adjusted EBITDA
Under Covanta Energy’s credit facilities that were in place as of December 31, 2006, Covanta Energy was required to maintain a minimum level of Adjusted EBITDA of $425 million on a trailing 12 month basis and certain ratios of Adjusted EBITDA to interest expense. Failure to maintain such levels of Adjusted EBITDA, or such ratios, would have resulted in a default under the terms of such credit facilities, which default would have had a material adverse affect on Covanta’s financial condition and liquidity.
Under its New Credit Facilities, Covanta Energy must satisfy certain financial covenants, including certain ratios of which Adjusted EBITDA is an important component. Compliance with such ratios is expected to be the principal limiting factor which will affect Covanta Energy’s ability to engage in a broad range of activities in furtherance of its business, including making certain investments, acquiring businesses and incurring additional debt. Failure to comply with such ratios would result in a default under such New Credit Facilities, which default would have a material adverse affect on Covanta’s financial condition and liquidity.
Adjusted EBITDA is not a measurement defined under GAAP and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as indicators of Covanta’s performance or any other measures of performance derived in accordance with GAAP. In addition to providing information that is useful to an understanding of the covenants discussed above, the presentation of Adjusted EBITDA is intended to enhance the usefulness of Covanta’s financial information by providing a measure which management internally uses to assess and evaluate the overall performance of its business and those of possible acquisition candidates, highlight trends in the overall business, as well as a significant criterion of performance-based components of employee compensation.


 

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In order to provide a meaningful basis for comparison, Covanta is providing information with respect to Covanta Energy’s Adjusted EBITDA for 2005 and 2006, 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. Covanta is providing similar reconciliations with respect to its guidance for 2007 Adjusted EBITDA.
Free Cash Flow
Free Cash Flow is used by management as an alternative measure of cash flow available for the repayment of debt and for investments and strategic opportunities. Free Cash Flow is not a measurement defined under GAAP and is and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or other performance measures in accordance with GAAP. Free Cash Flow is reconciled to cash provided by operating activities, the most directly comparable measure under GAAP.
About Covanta
Covanta is a New York Stock Exchange listed company engaging in waste disposal, energy services and specialty insurance through its subsidiaries. Covanta’s subsidiary, Covanta Energy, is an internationally recognized owner and operator of energy-from-waste and power generation projects. Covanta Energy’s energy-from-waste facilities convert municipal solid waste into renewable energy for numerous communities, predominantly in the United States.
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, 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 and its subsidiaries, 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,” “proposed,” 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 assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements with respect to Covanta, include, but are not limited to, those factors, risks and uncertainties that are described in Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2006, and in other securities filings by Covanta.


 

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Although Covanta believes that its plans, 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 future financial condition and results of operations, as well as any forward-looking statements, are subject to change and 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.
Contact:
Gavin Bell
Vice President, Investor Relations
Covanta Holding Corporation
 
973.882.7107
Attachments


 

Covanta Holding Corporation   Exhibit 1
Consolidated Statements of Operations    
                                 
    Three Months Ended     Twelve Months Ended  
    December 31,     December 31,  
    2006     2005 (A)     2006     2005 (A)  
    (Unaudited)     (Audited)  
    (In thousands, except per share amounts)  
Operating revenues
                               
Waste and service revenues
  $ 209,660     $ 201,879     $ 817,633     $ 638,503  
Electricity and steam sales
    104,224       97,229       433,834       322,770  
Other operating revenues
    4,045       4,254       17,069       17,490  
 
                       
Total operating revenues
    317,929       303,362       1,268,536       978,763  
 
                       
Operating expenses
                               
Plant operating expenses
    189,826       165,455       712,156       559,638  
Depreciation and amortization expense
    50,230       46,814       193,217       124,925  
Net interest expense on project debt
    14,197       15,731       60,210       52,431  
Other operating expenses
    1,343       3,279       2,594       11,015  
General and administrative expenses
    19,422       22,092       73,599       67,481  
California Grantor Trust Settlement
          10,342             10,342  
Restructuring charges
          110             2,765  
Acquisition-related charges
          987             3,950  
 
                       
Total operating expenses
    275,018       264,810       1,041,776       832,547  
 
                       
Operating income
    42,911       38,552       226,760       146,216  
 
                       
 
                               
Other income (expense)
                               
Investment income
    3,969       2,599       11,770       6,129  
Interest expense
    (26,695 )     (30,920 )     (113,960 )     (89,973 )
Loss on extinguishment of debt
                (2,342 )      
Gain on derivative instruments, ACL warrants
          397             15,193  
 
                       
Total other expenses
    (22,726 )     (27,924 )     (104,532 )     (68,651 )
 
                       
 
                               
Income before income tax expense, minority interests and equity in net income from unconsolidated investments
    20,185       10,628       122,228       77,565  
Income tax expense
    (8,670 )     (10,643 )     (38,465 )     (34,651 )
Minority interests
    (1,749 )     114       (6,610 )     (9,197 )
Equity in net income from unconsolidated investments
    2,176       5,606       28,636       25,609  
 
                       
Net Income
  $ 11,942     $ 5,705     $ 105,789     $ 59,326  
 
                       
 
                               
Earnings Per Share:
                               
Basic
  $ 0.08     $ 0.04     $ 0.73     $ 0.49  
 
                       
Weighted Average Shares
    146,465       140,096       145,663       122,209  
 
                       
 
                               
Diluted
  $ 0.08     $ 0.04     $ 0.72     $ 0.46  
 
                       
Weighted Average Shares
    147,983       145,799       147,030       127,910  
 
                       
 
(A)   Certain prior period amounts have been reclassified to conform to current period presentation.

 


 

Covanta Holding Corporation   Exhibit 2
Consolidated Pro Forma Statements of Operations    
                 
    Twelve Months Ended  
    December 31,  
    2006     2005  
    As Reported     Pro Forma  
            (Unaudited)  
    (In thousands, except  
    per share amounts)  
 
               
Operating revenues
               
Waste and service revenues
  $ 817,633     $ 789,155  
Electricity and steam sales
    433,834       402,430  
Other operating revenues
    17,069       17,490  
 
           
Total operating revenues
    1,268,536       1,209,075  
 
           
 
               
Operating expenses
               
Plant operating expenses
    712,156       666,391  
Depreciation and amortization expense
    193,217       183,452  
Net interest expense on project debt
    60,210       67,497  
Other operating expenses
    2,594       11,534  
General and administrative expenses
    73,599       77,215  
California Grantor Trust Settlement
          10,342  
 
           
Total operating expenses
    1,041,776       1,016,431  
 
           
Operating income
    226,760       192,644  
 
           
 
               
Other income (expense)
               
Investment income
    11,770       7,354  
Interest expense
    (113,960 )     (119,244 )
Loss on extinguishment of debt
    (2,342 )      
Gain on derivative instruments, ACL warrants
          15,193  
 
           
Total other expenses
    (104,532 )     (96,697 )
 
           
 
               
Income before income tax expense, minority interests and equity in net income from unconsolidated investments
    122,228       95,947  
Income tax expense
    (38,465 )     (43,176 )
Minority interests
    (6,610 )     (9,253 )
Equity in net income from unconsolidated investments
    28,636       25,609  
 
           
Net Income
  $ 105,789     $ 69,127  
 
           
 
               
Earnings Per Share:
               
Basic
  $ 0.73     $ 0.49  
 
           
Weighted Average Shares
    145,663       139,996  
 
           
 
               
Diluted
  $ 0.72     $ 0.47  
 
           
Weighted Average Shares
    147,030       145,698  
 
           
Covanta Holding Corporation (“Covanta”) has prepared consolidated pro forma statements of operations for the twelve months ended December 31, 2005 as if the acquisition of Covanta ARC Holdings Inc. (“ARC Holdings”) had been consummated on January 1, 2005.

 


 

Covanta Holding Corporation   Exhibit 3
Reconciliation of Net Income and Pro Forma Net Income to Adjusted EBITDA    
                                         
    Three Months Ended     Twelve Months Ended        
    December 31,     December 31,     Full Year  
    2006     2005     2006     2005     Estimated 2007  
    As Reported     As Reported     As Reported     Pro Forma          
                    (Unaudited, in thousands)                  
Net Income — Covanta Holding Corporation
  $ 11,942     $ 5,705     $ 105,789     $ 69,127          
Less: Net Income — Other Services
    6,468       1,378       7,944       9,155          
 
                               
Net Income — Covanta Energy Corporation
    5,474       4,327       97,845       59,972     $ 99,000 - $114,000  
Depreciation and amortization expense
    50,188       46,787       193,114       183,341       193,000  
Debt service:
                                       
Net interest expense on project debt
    14,197       15,731       60,210       67,497          
Interest expense
    26,695       30,920       113,960       119,244          
Loss on extinguishment of debt
                2,342                
Investment income
    (3,154 )     (2,205 )     (9,059 )     (6,553 )        
 
                               
Subtotal debt service
    37,738       44,446       167,453       180,188       114,000  
Income tax expense
    13,800       12,045       42,356       36,195       61,000 - 69,000  
Other Adjustments:
                                       
Change in unbilled service receivables (A)
    4,672       1,505       17,294       10,176          
Energy contract levelization (A)
    107       1,061       3,419       2,759          
Non-cash compensation (A)
    2,021       2,414       6,887       4,054          
Other non-cash operating expenses (A)
    1,506       2,578       5,991       4,527          
California Grantor Trust Settlement (B)
          10,342             10,342          
 
                               
Subtotal other adjustments
    8,306       17,900       33,591       31,858       38,000 - 35,000  
Expense related to Recapitalization Plan
                                    32,000  
Minority interests
    2,016       25       7,514       9,876       8,000  
 
                               
Total adjustments
    112,048       121,203       444,028       441,458          
 
                               
Adjusted EBITDA — Covanta Energy Corporation (C)
  $ 117,522     $ 125,530     $ 541,873     $ 501,430     $ 545,000 - $565,000  
 
                             
 
(A)   These items represent amounts that are non-cash in nature.
 
(B)   One-time operating expense of $10.3 million relating to a settlement with the California Insurance Commissioner’s Conservation and Liquidation Office of matters relating to Covanta predecessor insurance entities.
 
(C)   Adjusted EBITDA is provided for Covanta Energy Corporation (“Covanta Energy”) as defined in Covanta Energy’s financing arrangements as of December 31, 2006. The corporate debt resides at Covanta Energy and, therefore, Covanta provides adjusted EBITDA at that level and not at the Covanta level which includes the insurance business and the holding company.
 
    Covanta Energy’s new credit facilities will require it to satisfy financial covenants, including certain ratios, of which Adjusted EBITDA is an important component.
 
    Adjusted EBITDA is not a measurement defined under United States generally accepted accounting principles (“GAAP”) and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as indicators of Covanta’s performance or any other measures of performance derived in accordance with GAAP. In addition to providing information that is useful to an understanding of the covenants discussed above, the presentation of adjusted EBITDA is intended to enhance the usefulness of Covanta’s financial information by providing a measure which management internally uses to assess and evaluate the overall performance of its business and those of possible acquisition candidates, highlight trends in the overall business, and serves as a significant criteria of the performance-based components of employee compensation.
 
    Adjusted EBITDA is an unaudited, non-GAAP financial measure, and is provided for information purposes only. Certain items are included in the table above that are not measured under GAAP and are not intended to supplant other information provided in accordance with GAAP. Furthermore, these measures may not be comparable to those used by other companies. This information should be read in conjunction with the audited consolidated financial statements of Covanta and the notes thereto as filed in its Annual Report on Form 10-K for the year ended December 31, 2006.
 
    Adjusted EBITDA, set forth above, is reconciled to net income, which is the most directly comparable GAAP performance measure.
 
    Covanta has prepared adjusted EBITDA for the twelve months ended December 31, 2005 on a pro forma basis, as if the acquisition of ARC Holdings had been consummated on January 1, 2005.

 


 

Covanta Holding Corporation   Exhibit 4
Reconciliation of Cash Flow Provided by Operating Activities to Adjusted EBITDA    
                                         
    Three Months Ended     Twelve Months Ended        
    December 31,     December 31,     Full Year  
    2006     2005     2006     2005     Estimated 2007  
    As Reported     As Reported     As Reported     Pro Forma          
    (Unaudited, in thousands)          
Cash flow provided by operating activities — Covanta Energy Corporation
  $ 79,587     $ 71,469     $ 314,414     $ 260,000     $ 345,000 - $375,000  
Debt Service
    37,738       44,446       167,453       180,188       114,000  
Amortization of debt premium and deferred financing costs
    4,586       1,498       14,195       17,220       14,000  
Other
    (4,389 )     8,117       45,811       44,022       72,000 - 62,000  
 
                             
Adjusted EBITDA — Covanta Energy Corporation (A)
  $ 117,522     $ 125,530     $ 541,873     $ 501,430     $ 545,000 - $565,000  
 
                             
 
(A)   Adjusted EBITDA is provided for Covanta Energy as defined in Covanta Energy’s financing arrangements as of December 31, 2006. The corporate debt resides at Covanta Energy and, therefore, Covanta provides adjusted EBITDA at that level and not at the Covanta level which includes the insurance business and the holding company.
 
    Covanta Energy’s new credit facilities will require it to satisfy financial covenants, including certain ratios, of which Adjusted EBITDA is an important component.
 
    Adjusted EBITDA is not a measurement defined under United States generally accepted accounting principles (“GAAP”) and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as indicators of Covanta’s performance or any other measures of performance derived in accordance with GAAP. In addition to providing information that is useful to an understanding of the covenants discussed above, the presentation of adjusted EBITDA is intended to enhance the usefulness of Covanta’s financial information by providing a measure which management internally uses to assess and evaluate the overall performance of its business and those of possible acquisition candidates, highlight trends in the overall business, and serves as a significant criteria of the performance-based components of employee compensation.
 
    Adjusted EBITDA is an unaudited, non-GAAP financial measure, and is provided for information purposes only. Certain items are included in the table above that are not measured under GAAP and are not intended to supplant other information provided in accordance with GAAP. Furthermore, these measures may not be comparable to those used by other companies. This information should be read in conjunction with the audited consolidated financial statements of Covanta and the notes thereto as filed in its Annual Report on Form 10-K for the year ended December 31, 2006.
 
    Adjusted EBITDA, set forth above, is reconciled to cash flow provided by operating activities, which is the most directly comparable GAAP liquidity measure.
 
    Covanta has prepared adjusted EBITDA for the twelve months ended December 31, 2005 on a pro forma basis, as if the acquisition of ARC Holdings had been consummated on January 1, 2005.

 


 

Covanta Energy Corporation   Exhibit 5
Reconciliation of Free Cash Flow to Cash Flow Provided by Operating Activities    
                         
    Three Months Ended     Twelve Months Ended     Full Year  
    December 31, 2006     December 31, 2006     Estimated 2007  
    (Unaudited, in thousands)          
Cash Flow Provided by Operating Activities
  $ 79,587     $ 314,414     $ 345,000 - $375,000  
Less: Purchase of Property, Plant and Equipment (A)
    (18,566 )     (54,250 )     (55,000)  
 
                 
Free Cash Flow (B)
  $ 61,021     $ 260,164     $ 290,000 - $320,000  
 
                 
 
(A)   Purchase of Property, Plant and Equipment is also referred to as capital expenditures.
 
(B)   Free Cash Flow is provided for Covanta Energy. The corporate debt resides at Covanta Energy and, therefore, Covanta provides Free Cash Flow at that level and not at the Covanta level which includes the insurance business and the holding company.
 
    Covanta Energy’s new credit facilities will require it to satisfy financial covenants, including certain ratios, of which Free Cash Flow is an important component.
 
    Free Cash Flow is an unaudited, non-GAAP financial measure, and is provided for information purposes only. Certain items are included in the table above that are not measured under GAAP and are not intended to supplant other information provided in accordance with GAAP. Furthermore, these measures may not be comparable to those used by other companies. This information should be read in conjunction with the audited consolidated financial statements of Covanta and the notes thereto as filed in its Annual Report on Form 10-K for the year ended December 31, 2006.
 
    Free Cash Flow is defined as, for any period, Cash Flow Provided by Operating Activities less the Purchase of Property, Plant and Equipment. Free Cash Flow is used by management as an alternative measure of cash flow available for the repayment of debt and for investments in strategic opportunities. Free Cash Flow is not a measurement defined under GAAP and should not be considered as an alternative to cash flow provided by operating activities or as a measure of liquidity or other performance measures in accordance with GAAP. Free Cash Flow is reconciled to cash flow provided by operating activities, which is the most directly comparable measure under GAAP.

 


 

Covanta Holding Corporation
Components of Diluted Earnings Per Share
  Exhibit 6
         
    Twelve Months Ended  
    December 31, 2006  
    (Unaudited)  
Philippine Tax Ruling — Cumulative Adjustment (A)
  $ 0.05  
APB 23 — Cumulative Adjustment (B)
    0.07  
All other
    0.60  
 
     
Diluted Earnings Per Share
  $ 0.72  
 
     
 
(A)   Covanta is a minority shareholder in the “Quezon Project Company” that owns the Quezon Power, Inc. (“Quezon”) facility in the Philippines. In June 2006, the Philippine tax authorities issued a ruling clarifying the deductibility of unrealized foreign exchange losses to the Quezon Project Company. As a result, the Quezon Project Company recorded a cumulative deferred income tax benefit in the quarter ended June 30, 2006 which increased Covanta’s equity in net income from unconsolidated investments by $7 million or 5 cents per diluted share for the three months ended June 30, 2006. The impact of this ruling, on periods subsequent to the quarter ended June 30, 2006, will be based on the fluctuations in the value of the Philippine peso versus the US dollar in those respective periods. During the last six months of 2006, we reduced this cumulative deferred income tax benefit by approximately $2.1 million as a result of the strengthening of the Philippine peso versus the US dollar. The impact of the $2.1 million is included in the caption “All other” in the table above to determine that component of diluted earnings per share.
 
(B)   During the quarter ended June 30, 2006, consistent with its strategy to pursue international investment opportunities, Covanta adopted the permanent reinvestment exception under Accounting Principles Board Opinion No. 23, “Accounting for Income Taxes — Special Areas” (“APB 23”) with respect to the earnings of its foreign subsidiaries. Pursuant to this election, Covanta now considers foreign earnings to be permanently reinvested and, as a result, Covanta recorded a catch-up, cumulative adjustment during the three months ended June 30, 2006 of $10 million or 7 cents per diluted share to reflect the reversal of the deferred taxes that were accrued over the last two years prior to the election under APB 23.

 


 

Covanta Energy Corporation   Exhibit 7
Effect of Philippine Tax Ruling — Cumulative Adjustment as Component of Adjusted EBITDA    
         
    Twelve Months Ended  
    December 31, 2006  
    (Unaudited, in thousands)  
Philippine Tax Ruling — Cumulative Adjustment (A)
  $ 7,037  
All other
    534,836  
 
     
Adjusted EBITDA — Covanta Energy Corporation (B)
  $ 541,873  
 
     
 
(A)   Covanta is a minority shareholder in the “Quezon Project Company” that owns the Quezon Power, Inc. (“Quezon”) facility in the Philippines. In June 2006, the Philippine tax authorities issued a ruling clarifying the deductibility of unrealized foreign exchange losses to the Quezon Project Company. As a result, the Quezon Project Company recorded a cumulative deferred income tax benefit in the quarter ended June 30, 2006 which increased Covanta’s equity in net income from unconsolidated investments by $7 million or 5 cents per diluted share for the three months ended June 30, 2006. The impact of this ruling, on periods subsequent to the quarter ended June 30, 2006, will be based on the fluctuations in the value of the Philippine peso versus the US dollar in those respective periods. During the last six months of 2006, we reduced this cumulative deferred income tax benefit by approximately $2.1 million as a result of the strengthening of the Philippine peso versus the US dollar. The impact of the $2.1 million is included in the caption “All other” in the table above to determie that component of diluted earnings per share.
 
(B)   Adjusted EBITDA is provided for Covanta Energy Corporation (“Covanta Energy”) as defined in Covanta Energy’s financing arrangements as of December 31, 2006. The corporate debt resides at Covanta Energy and, therefore, Covanta provides adjusted EBITDA at that level and not at the Covanta level which includes the insurance business and the holding company.
 
    Covanta Energy’s new credit facilities will require it to satisfy financial covenants, including certain ratios, of which Adjusted EBITDA is an important component.
 
    Adjusted EBITDA is not a measurement defined under United States generally accepted accounting principles (“GAAP”) and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as indicators of Covanta’s performance or any other measures of performance derived in accordance with GAAP. In addition to providing information that is useful to an understanding of the covenants discussed above, the presentation of adjusted EBITDA is intended to enhance the usefulness of Covanta’s financial information by providing a measure which management internally uses to assess and evaluate the overall performance of its business and those of possible acquisition candidates, highlight trends in the overall business, and serves as a significant criteria of the performance-based components of employee compensation.
 
    Adjusted EBITDA is an unaudited, non-GAAP financial measure, and is provided for information purposes only. Certain items are included in the table above that are not measured under GAAP and are not intended to supplant other information provided in accordance with GAAP. Furthermore, these measures may not be comparable to those used by other companies. This information should be read in conjunction with the audited consolidated financial statements of Covanta and the notes thereto as filed in its Annual Report on Form 10-K for the year ended December 31, 2006.
 
    Adjusted EBITDA, set forth above, is reconciled to net income in Exhibit 3, which is the most directly comparable GAAP performance measure.
 
    Covanta has prepared adjusted EBITDA for the twelve months ended December 31, 2005 on a pro forma basis, as if the acquisition of ARC Holdings had been consummated on January 1, 2005.