Exhibit 99.1
Certain information provided to and by
Goldman Sachs Credit Partners, L.P. and Credit Suisse First Boston
Capitalization of Covanta Energy Corporation and American Ref-Fuel Holdings Corp.
On a Pro Forma Basis ($mm)
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Pro Forma 12/31/04 Cap Table | |
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| | Debt | | | x2004 Adj. | | | | | | | | | | | x2004 Adj. | |
Capitalization | | Amount1 | | | EBITDA2 | | | Cash Amount | | | Net Debt | | | EBITDA2 | |
|
Project Level Restricted Cash | | | | | | | | | | $ | 419.0 | | | | | | | | | |
Project Level Unrestricted Cash | | | | | | | | | | | 53.9 | | | | | | | | | |
ARC Non-recourse Project Debt | | $ | 500.6 | | | | | | | | | | | | | | | | | |
Covanta Non-recourse Project Debt | | | 907.0 | | | | | | | | | | | | | | | | | |
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Total Non-recourse Project Debt | | $ | 1,407.6 | | | | 2.7 x | | | $ | 472.9 | | | $ | 934.75 | | | | 1.8 x | |
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Other Recourse Project Debt | | | 251.2 | | | | | | | | | | | | | | | | | |
ARC 6.26% Sr Nts due 2015 | | | 240.0 | | | | | | | | | | | | | | | | | |
MSW I 8.500% Sr Sec Nts due 2010 | | | 200.0 | | | | | | | | | | | | | | | | | |
MSW II 7.375% Sr Sec Nts due 2010 | | | 225.0 | | | | | | | | | | | | | | | | | |
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Total Project and Intermediate Debt | | $ | 2,323.8 | | | | 4.5 x | | | $ | 472.9 | | | $ | 1,850.95 | | | | 3.6 x | |
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Covanta Corporate Level Unrestricted Cash | | | | | | | | | | | 40.5 | | | | | | | | | |
New First Lien Term Loan | | | 250.0 | | | | | | | | | | | | | | | | | |
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Total First Priority Debt | | $ | 2,573.8 | | | | 5.0 x | | | $ | 513.4 | | | $ | 2,060.45,6 | | | | 4.0 x | |
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New Second Lien Term Loan / Notes | | | 425.0 | | | | | | | | | | | | | | | | | |
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Total Debt | | $ | 2,998.8 | | | | 5.8 x | | | $ | 513.4 | | | $ | 2,485.4 | | | | 4.8 x | |
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Market Equity3 | | | 1,537.0 | | | | | | | | | | | | | | | | | |
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Total Capitalization | | $ | 4,535.8 | | | | 8.8 x | | | $ | 513.4 | | | | | | | | | |
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Selected Pro Forma Operating Assumptions and Credit Statistics | | | | | | | | | | | | | | | | | | | | |
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Adj. EBITDA/Interest | | | | | | | 2.3 x | | | | | | | | | | | | | |
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(Adj. EBITDA-CapEx)/Interest | | | | | | | 2.1 x | | | | | | | | | | | | | |
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Revenue | | | | | | $ | 1,136 | | | | | | | | | | | | | |
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Adjusted EBITDA2 | | | | | | $ | 514 | | | | | | | | | | | | | |
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Capex4 | | | | | | $ | 53 | | | | | | | | | | | | | |
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Interest7 | | | | | | $ | 220 | | | | | | | | | | | | | |
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1. Par Amount
2. 2004 Adjusted EBITDA of $514mm based on $278mm for ARC LLC and $236mm for Covanta. Adjusted EBITDA is a non-GAAP financial measure, as discussed below.
3. Represents market cap as of 10-May-05 pro forma for a cash equity contribution of $400mm.
4. See Investments in Facilities for Covanta in Covanta’s public filings. See Additions of PP&E for ARC in ARC’s public filings.
5. Includes Project Level Restricted Cash of $419mm. $15mm of Corp Cash at CPIH included in Restricted Cash total.
6. Includes Corporate Unrestricted Cash of $41mm.
7. Includes all the interest at MSW Energy Holdings LLC and MSW Energy Holdings II LLC and pro forma interest expense for the new Covanta credit facilities.
Non-GAAP Financial Measures
The following summarizes unaudited non-GAAP financial measures for Covanta Energy Corporation (“Covanta”). Certain items are included in the Historical Financials below that are not measured under U.S. generally accepted accounting principles (“GAAP”) and are not intended to supplant other information provided by Covanta in accordance with GAAP. Furthermore, these measures may not be comparable to those used by other companies. The following information should be read in conjunction with the Historical Financials set forth below. Adjusted EBITDA means, for any period, EBITDA plus additional items deducted from net income, as provided below, that have been made to EBITDA. Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as indicators of Covanta’s performance or any other measures of performance derived in accordance with GAAP. The presentation of Adjusted EBITDA is intended to enhance the usefulness of the financial information by providing a measure which management uses as an indicator of Covanta’s ability to meet prospective financial covenants. Adjusted EBITDA for each of the periods set forth in the Historical Financials below is reconciled to net income, which is believed to be the most directly comparable measure of GAAP.
Historical Financials of Covanta
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Covanta | | Fiscal Year Ended December 31, | |
($ in millions) | | 2002 | | | 2003 | | | 2004 | |
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Total Revenues | | $ | 826 | | | $ | 790 | | | $ | 700 | |
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Total Operating Costs and Expenses | | $ | 879 | | | $ | 730 | | | $ | 613 | |
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Net Income (Loss) | | $ | (179 | ) | | $ | 44 | | | $ | 61 | |
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Adjusted EBITDA | | $ | 227 | | | $ | 266 | | | $ | 236 | |
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Reconciliation to Adjusted EBITDA | | | | | | | | | | | | |
Net income (loss) | | $ | (179 | ) | | $ | 44 | | | $ | 61 | |
Loss (gain) from discontinued operations, net of income taxes | | | 43 | | | | (79 | ) | | | 0 | |
Cumulative effect of change in accounting principles, net of income taxes | | | 8 | | | | 9 | | | | 0 | |
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Income (loss) from continuing operations before discontinued operations and change in accounting principles | | $ | (128 | ) | | $ | (27 | ) | | $ | 61 | |
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Depreciation and amortization | | | 77 | | | | 72 | | | | 69 | |
Net Interest on project debt | | | 86 | | | | 77 | | | | 46 | |
Interest on recourse debt | | | 44 | | | | 40 | | | | 41 | |
Interest income | | | (2 | ) | | | (3 | ) | | | (3 | ) |
Income taxes | | | (1 | ) | | | (18 | ) | | | 54 | |
Minority interests | | | 9 | | | | 9 | | | | 9 | |
Change in unbilled service receivables | | | 5 | | | | 9 | | | | 12 | |
Non-cash compensation | | | 0 | | | | 0 | | | | 1 | |
Reorganization items | | | 50 | | | | 83 | | | | 58 | |
Gain on cancellation of pre-petition debt | | | 0 | | | | 0 | | | | (511 | ) |
Fresh start adjustments | | | 0 | | | | 0 | | | | 399 | |
Loss on sale of businesses | | | 2 | | | | 7 | | | | 0 | |
Write-down of assets held for use1 | | | 85 | | | | 17 | | | | 0 | |
Total Adjustments | | $ | 355 | | | $ | 293 | | | $ | 175 | |
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Adjusted EBITDA | | $ | 227 | | | $ | 266 | | | $ | 236 | |
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1. | “Write-down of assets held for use” includes charges relating to the following discrete events, each of which is related to a disposition of a non-core business in the Covanta bankruptcy or to entities that have declared bankruptcy or are being liquidated, and accordingly none are capable of recurrence: |
| • | During 2002, relating to impairment of the contract value on Covanta’s Battan energy project in the Philippines, because a potential contract extension in 2004 was determined to be unlikely ($37.2 million). This contract was subsequently terminated in 2004 and the project’s assets are currently being sold for scrap. |
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| • | During 2002, relating to impairment of the contract value on Covanta’s Magellan energy project in the Philippines, because of material fuel price increases without corresponding increases in electricity tariffs ($41.7 million). This project subsequently filed for bankruptcy protection in the Philippines; its future is uncertain. |
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| • | During 2002, relating to impairment of the contract value on Covanta’s entertainment business in Ottawa, Canada which it disposed of as part of its bankruptcy in 2003 ($6.0 million). |