-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CLLCnH4487RLLWu4CZP2he6Zr+VgjA3ytO3LI2OGMu4r7JjCMTPtMJzxAltmNKm5 RDFNVv8ozlUtORzvroEnQQ== 0001157523-10-001270.txt : 20100226 0001157523-10-001270.hdr.sgml : 20100226 20100226131652 ACCESSION NUMBER: 0001157523-10-001270 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100225 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100226 DATE AS OF CHANGE: 20100226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Macquarie Infrastructure CO LLC CENTRAL INDEX KEY: 0001289790 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 206196808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32384 FILM NUMBER: 10637735 BUSINESS ADDRESS: STREET 1: 125 WEST 55TH STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-231-1000 MAIL ADDRESS: STREET 1: 125 WEST 55TH STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Macquarie Infrastructure Assets LLC DATE OF NAME CHANGE: 20040510 8-K 1 a6195400.htm MACQUARIE INFRASTRUCTURE COMPANY LLC 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 25, 2010


MACQUARIE INFRASTRUCTURE COMPANY LLC
(Exact name of registrant as specified in its charter)

Delaware

 

001-32384

 

43-2052503

(State or other jurisdiction

of incorporation)

(Commission File Number)

 

(IRS Employer

Identification No.)

125 West 55th Street,

New York, New York

 

10019

(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code: (212) 231-1000

 

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


“Macquarie Group” refers to the Macquarie Group of companies, which comprises Macquarie Group Limited and its worldwide subsidiaries and affiliates.

Macquarie Infrastructure Company LLC is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia) and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Infrastructure Company LLC.


Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

Attached as Exhibit 99.1 hereto is a press release issued February 25, 2010 by Macquarie Infrastructure Company LLC regarding its financial results for the quarter and year ended December 31, 2009.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, is deemed to be furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not otherwise subject to the liabilities of that Section and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits

            99.1         Press release


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

MACQUARIE INFRASTRUCTURE COMPANY LLC

 

 
Date: February 25, 2010 By:  

/s/ James Hooke

Name: James Hooke

Title: Chief Executive Officer

EX-99.1 2 a6195400ex991.htm EXHIBIT 99.1

Exhibit 99.1

MIC Issues Release on 2009 Financial Performance

  • Strong Demand and Pricing Drive Increased Cash Generation at Energy-Related Businesses
  • Aviation Services Continues to Recover, Reduce Leverage
  • Holding Company Debt Fully Repaid
  • Airport Parking a “Discontinued Operation” as a Result of January Sale Announcement

NEW YORK--(BUSINESS WIRE)--February 25, 2010--Macquarie Infrastructure Company (NYSE: MIC) reported financial results for 2009 including an aggregate 22% increase in the amount of free cash flow generated by its energy-related businesses compared with 2008. A recovery in general aviation flight activity in the second half of 2009 generated improved gross profit and aided debt reduction efforts underway at MIC’s airport services business.

MIC reported consolidated revenue of $710.1 million for 2009, or a decrease of 27% compared with 2008. The majority of the decrease was attributable to lower energy costs incurred by Atlantic Aviation and The Gas Company. Energy costs are typically passed through to customers of these businesses and recovered in revenue.

An analysis of gross profit removes the volatility in revenue associated with fluctuations in energy costs. MIC’s consolidated gross profit was $361.4 million in 2009, a decrease of 10% compared with 2008. The decrease reflects primarily the reduced level of general aviation activity at Atlantic Aviation partially offset by increased demand for and prices of the services of MIC’s energy-related businesses and cost reductions.

MIC reported a net loss from continuing operations of $109.2 million, or $2.43 per share. The loss comprises primarily $102.0 million of non-cash asset impairment charges at Atlantic Aviation in the first half of the year, net non-cash losses on interest rate hedges for the year of $14.2 million (including MIC’s proportional interest in swap contracts of IMTT) and a non-cash income tax valuation allowance of $9.5 million booked in the fourth quarter. An additional $6.9 million of income tax valuation allowance was attributable to the discontinued airport parking operations.

“In 2009 we significantly reduced risks in MIC. We are debt free at our holding company and as of January 2010 we have divested our airport parking business,” said James Hooke, Chief Executive Officer of MIC. “Our energy-related businesses performed particularly well, reflecting the inherent strengths of these businesses. We combined the good performance of the energy businesses with effective operational management at the airport services business and execution against strategic priorities,” he added.

MIC’s airport services business, Atlantic Aviation, benefited from increased general aviation activity levels averaging 4% in the third and fourth quarters, sequentially. If the trend in activity continues, the business will remain in compliance with the provisions of its debt facility and will not require additional equity injections.

Atlantic Aviation offset a portion of the 16% year on year decline in the volume of fuel sold with:

  • An increase in aggregate market share;
  • Stable margins on fuel sales;
  • A 12% reduction in selling, general and administrative expenses; and,
  • Application of excess cash flows and an equity contribution from MIC to the repayment of 9% of the principal balance of its term loan facility.

Additional debt repayments of $15.5 million made since the end of 2009 have further reduced Atlantic Aviation’s leverage.

The cash generated by MIC’s three energy-related businesses increased as a result of:

  • The successful rate case outcome and effective propane purchases achieved by The Gas Company;
  • Continued strong demand for the bulk liquid storage services of International-Matex Tank Terminals (“IMTT”); and
  • A net increase in the number of customers receiving chilled water for building cooling from District Energy.

MIC achieved one of its high priority objectives late in the fourth quarter of 2009 when it repaid the entirety of the outstanding balance on its holding company revolving credit facility. The repayment was funded with cash generated by the energy-related businesses during the year, combined with the proceeds from the sale of a non-controlling interest in District Energy in December.


MIC achieved another high priority objective when it announced in January that its airport parking business had entered into a sale and purchase agreement. Parking Company of America Airports (“PCAA”) entered into the agreement and filed for protection under Chapter 11 of the bankruptcy code on January 28, 2010. The sale of the business is expected to close in the first half of 2010. MIC had indicated in late summer 2009 that the airport parking business was likely to be sold. MIC has recorded the results for PCAA under discontinued operations in this press release and its report on Form 10-K for 2009.

The closing of the sale of a 49.99% non-controlling interest in District Energy on December 23, 2010 resulted in a taxable gain, although the gain was offset by a portion of MIC’s accumulated federal net operating loss (“NOL”) carry forward. MIC expects that operating losses generated in 2009, combined with existing NOLs and the impact of the sales of the interest in District Energy and of PCAA, will result in its having no consolidated federal income tax liability through at least 2012. IMTT and District Energy will each file stand-alone federal income tax returns, and all of MIC’s businesses file state and local tax returns in the jurisdictions in which they operate.

Cash Generation

MIC has reported EBITDA excluding non-cash items on a consolidated and operating segment basis and reconciled each to the corresponding financial statements. EBITDA excluding non-cash items is a metric relied upon by management in evaluating the performance of its businesses and investments. EBITDA excluding non-cash items is defined as earnings before interest, taxes, depreciation and amortization and non-cash items, which include impairments, derivative gains and losses and adjustments for other non-cash items reflected in the statement of operations. MIC believes that EBITDA excluding non-cash items provides additional insight into the performance of its operating businesses, relative to each other and to similar businesses, without regard to capital structure, and their ability to service or reduce debt, fund capital expenditures and/or support distributions to the holding company.

Effective this reporting period, MIC is also reporting free cash flow, as defined below, as a means of assessing the amount of cash generated by its businesses and as a supplement to other information provided in accordance with GAAP. MIC believes that reporting free cash flow will provide investors with additional insight into its ability to deploy cash in the future, as GAAP metrics such as net income and cash from operating activities do not reflect all of the items that management considers in estimating the amount of cash generated by its operating entities. Free cash flow replaces the previously reported estimated cash available before debt reduction (“CADR”).

MIC defines free cash flow as cash from operating activities, less maintenance capital expenditures and changes in working capital. Working capital movements are excluded on the basis that these are largely timing differences in payables and receivables, and are therefore not reflective of its ability to generate cash.

MIC notes that free cash flow does not fully reflect its ability to freely deploy generated cash, as it does not reflect required principal payments on indebtedness, payments of dividends and other fixed obligations or the other cash items excluded when calculating free cash flow. Free cash flow may be calculated in a different manner by other companies, which limits its usefulness as a comparative measure. Free cash flow, as defined by MIC, should be used as a supplemental measure and not in lieu of financial results reported under GAAP.

Proportionately combined free cash flow (including MIC’s 50% interest in IMTT and 100% interest in District Energy in 2009) totaled $98.9 million or $2.20 per share in 2009 excluding the impact of the discontinued airport parking business.

In 2008 MIC disclosed EBITDA only. The following tables, reflecting results of operations for MIC's businesses for the years ended December 31, 2009 and 2008, have been conformed to current periods’ presentation reflecting EBITDA excluding non-cash items and free cash flow.

Energy-Related Businesses

IMTT

MIC has a 50% equity interest in IMTT, the operator of one of the largest bulk liquid storage terminal businesses in the U.S. IMTT owns and operates 10 marine storage terminals in the U.S. and is the part owner and operator of two terminals in Canada. The terminals store and handle a wide variety of petroleum grades, chemicals and vegetable and animal oils. To aid in meaningful analysis of the performance of IMTT across periods, the table and discussion below refers to results for 100% of the business, not just MIC’s interest.

($Millions)   2009   2008   %Change
Terminal Gross Profit   173.8   151.1   15.0
EBITDA ex. non-cash items*   147.7   136.6   8.1
Free Cash Flow*   77.1   66.8   15.5
($Millions)   4Q’09   4Q’08   %Change  
Terminal Gross Profit   45.9   42.0   9.3  
EBITDA ex. non-cash items*   39.2   36.0   9.0  
Free Cash Flow*   19.8   21.1   (6.5 )

* See attached tables for a reconciliation of net income to EBITDA excluding non-cash items and cash from operating activities to free cash flow


Terminal gross profit grew during the fourth quarter and full-year periods as a result of increases in storage tank rental rates and the addition of tank storage capacity during the year. Storage rates increased by an average of 9.7% in 2009 compared with 2008. The business also constructed and/or refurbished 1.3 million barrels of additional tank storage in 2009.

The business generated an increase in free cash flow for the full year, although free cash flow in the fourth quarter of 2009 was down from the prior comparable period. The decrease primarily reflects larger maintenance capital expenditures in the fourth quarter of 2009 compared with the fourth quarter of 2008. Free cash flow generated by IMTT in 2009 was retained for reinvestment in growth projects.

Maintenance and environmental capital expenditures totaled $13.1 million and $40.0 million for the quarter and year to date 2009 periods, respectively. Expenditures were lower than previously forecast primarily as a result of the deferral of a number of tank cleanings and inspections as well as repairs and upgrades to some of the infrastructure at its Louisiana terminals originally anticipated to be completed in 2009. Total maintenance and environmental capital expenditures for 2010 are expected to be in a range of between $55.0 million and $65.0 million.

IMTT anticipates spending an additional $54.8 million to complete growth projects currently underway. Committed financing for these projects is in place. These projects are expected to produce an incremental $16.5 million of annualized gross profit of which $12.6 million should be recorded in 2010.

IMTT had $632.2 million of debt outstanding at December 31, 2009. The weighted average cost of the debt, including the cost of interest rate hedges and letter of credit fees, was 4.8%. Per the business’ debt agreement (primary facility), the ratio of debt to EBITDA cannot exceed 4.75x. At December 31, 2009 the ratio was 3.82x. The business’ revolving credit facility, representing $515.8 million of the total outstanding debt balance at December 31, 2009, matures in June of 2012. The debt of IMTT is not consolidated with that of MIC or its other operating businesses.

The Gas Company

The Gas Company is the owner and operator of the only regulated (“utility”) gas manufacturing and pipeline distribution network on the islands of Hawaii. The business is also the owner and operator of the largest unregulated (“non-utility”) gas distribution operation on the islands.

($Millions)   2009   2008   %Change
Gross Profit   57.8   44.9   28.8
EBITDA ex, non-cash items*   37.6   27.9   35.1
Free Cash Flow*   20.3   12.7   59.3
($Millions)   4Q’09   4Q’08   %Change
Gross Profit   15.9   10.7   48.6
EBITDA ex. non-cash items*   10.2   6.1   68.0
Free Cash Flow*   3.7   2.2   63.2

* See attached tables for a reconciliation of net income to EBITDA excluding non-cash items and cash from operating activities to free cash flow

Financial results for The Gas Company reflect receipt of interim approval of a utility rate increase in early June 2009. The rate increase, which is subject to final approval by the Hawaii Public Utilities Commission, would produce a $9.5 million annualized increase in revenue, assuming a constant volume of gas sold.

Reductions in the cost of liquid petroleum gas resulted in a decline in revenue in the non-utility portion of the business. Gross profit, or revenue less cost of goods sold, is net of the change in input costs. Gross profit increased in both the utility and non-utility portions of the business in each of the fourth quarter and full-year periods.

The Gas Company had $179.0 million of debt outstanding at December 31, 2009. The weighted average cost of the debt, including the cost of interest rate hedges, was 4.62%. Per the business’ debt agreement, the ratio of 12-month forward looking and 12-month backward looking adjusted EBITDA to interest cannot be less than 3.5x. The ratios at December 31, 2009 were 7.9x forward and 7.7x backward. The debt of this business matures in June of 2013.

District Energy

MIC’s District Energy business produces chilled water that it distributes via underground pipelines to buildings in downtown Chicago for use in air conditioning and process cooling. The business also operates a site-specific operation in Las Vegas, Nevada that supplies both cooling and heating services to a hotel/casino complex and a shopping mall. The table and discussion below refers to results for 100% of District Energy, not just MIC’s 50.01% interest.

($Millions)   2009   2008   %Change  
Gross Profit   16.6   16.4   1.0  
EBITDA ex. non-cash items*   20.8   21.1   (1.4 )
Free Cash Flow*   12.9   12.8   0.9  
($Millions)   4Q’09   4Q’08   %Change  
Gross Profit   3.5   2.9   20.8  
EBITDA ex. non-cash items*   4.8   5.4   (11.8 )
Free Cash Flow*   2.6   3.4   (21.8 )

* See attached tables for a reconciliation of net income to EBITDA excluding non-cash items and cash from operating activities to free cash flow


Gross profit improved versus the prior comparable periods, with an increase in the number of customers connected to the Chicago system and the step-up in inflation-linked rate escalators. The increases offset a decline in the consumption of chilled water resulting from cooler weather in Chicago in 2009 compared with 2008.

MIC completed the sale of a minority (49.99%) interest in District Energy in December 2009. The sale generated $29.5 million in proceeds that were used to repay a portion of MIC’s holding company level debt. For periods after the date of the sale, MIC will consolidate the results of the business and report its 50.01% proportionate interest in the EBITDA, excluding non-cash items, and free cash flow of the business. In addition, District Energy will no longer be a part of MIC’s consolidated federal income tax group.

District Energy had $170.0 million of debt outstanding at December 31, 2009. The weighted average cost of the debt, including the cost of interest rate hedges and letter of credit fees, is 5.30%. Per the business’ debt agreement, the ratio of funds from operations less interest expense to net debt during the preceding 12 months cannot be less than 6.0%. At December 31, 2009 the ratio was 8.6%. The business’ $150.0 million term loan debt facility and $20.0 million capital expenditure loan facility both mature in September of 2014.

Aviation-Related Business

Atlantic Aviation

Atlantic Aviation owns and operates a network of 72 fixed-base operations (FBO) that primarily provide fuel, terminal services, and aircraft hangar services to owners and operators of private (general aviation) jet aircraft. The network is the largest of its type in the U.S. air transportation industry.

($Millions)   2009   2008   %Change  
Gross Profit   287.0   342.0   (16.1 )
EBITDA ex. non-cash items*   106.5   137.1   (22.3 )
Free Cash Flow*   36.9   61.1   (39.6 )
($Millions)   4Q’09   4Q’08   %Change  
Gross Profit   71.8   76.8   (6.5 )
EBITDA ex. non-cash items*   26.7   28.4   (6.2 )
Free Cash Flow*   11.1   10.8   3.2  

* See attached tables for a reconciliation of net income to EBITDA excluding non-cash items and cash from operating activities to free cash flow

Atlantic Aviation reported a decrease in gross profit and free cash flow in 2009 compared with 2008. The decrease was the result of an overall decline in the number of general aviation flight movements in the U.S. A portion of the decrease in free cash flow was offset by reduced expenses stemming from the integration of acquired sites and staffing reductions.

The volume of general aviation jet fuel sold by Atlantic Aviation declined by 16% in 2009 compared with 2008, although volume increased in each of the third and fourth quarters, sequentially, by an average of 3%. The increase reflects the gradual improvement in general aviation activity levels during the year. Average margins on fuel sales were essentially flat with 2008. Atlantic Aviation’s aggregate share of general aviation jet fuel sales at the airports at which it operates increased.

Atlantic Aviation generated cash in excess of its operating requirements that it used to reduce the outstanding principal on its term loan facility and pay related interest rate swap breakage costs. During the year, Atlantic Aviation used a total of $40.4 million in excess cash flow and $50.0 million in cash contributed by MIC to pay down a total of $81.6 million of debt and $8.8 million in swap breakage costs. The swap breakage costs are recorded in interest expense.

Per the business’ debt agreement, the ratio of debt to EBITDA (adjusted, as defined in the agreement) could not exceed 8.25x in 2009. At December 31, 2009, the ratio was 7.97x. The maximum allowable leverage ratio steps down to 8.00x at the end of March 2010. Including additional principal payments of $15.5 million made since the end of 2009, the ratio at December 31, 2009 would have been 7.82x. Assuming the level of flight activity continues to improve as it did in the second half of 2009 Atlantic Aviation will remain in compliance with its debt covenants, continue to reduce its debt balance, and will not require additional equity injections.

Atlantic Aviation had $863.3 million of debt outstanding at December 31, 2009. The weighted average cost of the debt, including the cost of interest rate hedges, was 6.37%. The business’ debt facilities mature in October of 2014.


Conference Call and WEBCAST

When: Management has scheduled a conference call for 11:00 a.m. Eastern Time on Thursday, February 25, 2010 to review the Company’s results.

How: To listen to the conference call please dial +1(913) 312-1516 at least 10 minutes prior to the scheduled start time. Interested parties can also listen to a live webcast of the call. The webcast will be accessible via the Company’s website at www.macquarie.com/mic. Please allow extra time prior to the call to visit the site and download the necessary software to listen to the webcast.

Slides: The Company will prepare materials in support of its conference call presentation. The materials will be available for downloading from the Company’s website the morning of February 25, 2010 prior to the conference call. A link to the materials will be located on the homepage of the MIC website.

Replay: For interested individuals unable to participate in the live conference call, a replay will be available after 2:00 p.m. on February 25, 2010 through March 11, 2010, at +1(719) 457-0820, Passcode: 8879404. An online archive of the webcast will be available on the Company’s website for one year following the call.

About Macquarie Infrastructure Company

Macquarie Infrastructure Company owns, operates and invests in a diversified group of infrastructure businesses providing basic services to customers in the United States. Its businesses consist of three energy-related businesses including a gas production and distribution business in Hawaii, The Gas Company, a controlling interest in a District Energy business in Chicago, and a 50% indirect interest in a bulk liquid storage terminal business, International-Matex Tank Terminals. MIC also owns and operates an aviation-related airport services business, Atlantic Aviation. The Company is managed by a wholly-owned subsidiary of the Macquarie Group. For additional information, please visit the Macquarie Infrastructure Company website at www.macquarie.com/mic.

Forward-Looking Statements

This filing contains forward-looking statements. MIC may, in some cases, use words such as "project”, "believe”, "anticipate”, "plan”, "expect”, "estimate”, "intend”, "should”, "would”, "could”, "potentially”, or "may” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements in this report are subject to a number of risks and uncertainties, some of which are beyond MIC’s control including, among other things: changes in general economic or business conditions; its ability to service, comply with the terms of and refinance debt, successfully integrate and manage acquired businesses, retain or replace qualified employees, manage growth, make and finance future acquisitions, and implement its strategy; its shared decision-making with co-investors over investments including the distribution of dividends; its regulatory environment establishing rate structures and monitoring quality of service, demographic trends, the political environment, the economy, tourism, construction and transportation costs, air travel, environmental costs and risks, fuel and gas costs; its ability to recover increases in costs from customers, reliance on sole or limited source suppliers, risks or conflicts of interests involving its relationship with the Macquarie Group and changes in U.S. federal tax law.

MIC’s actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which MIC is not currently aware could also cause its actual results to differ. In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements. The forward-looking events discussed in this release may not occur. These forward-looking statements are made as of the date of this release. MIC undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

“Macquarie Group” refers to the Macquarie Group of companies, which comprises Macquarie Group Limited and its worldwide subsidiaries and affiliates. Macquarie Infrastructure Company LLC is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia) and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Infrastructure Company LLC.


MACQUARIE INFRASTRUCTURE COMPANY LLC
   
CONSOLIDATED BALANCE SHEETS
 
 
December 31,

2009

 

 

December 31,

2008 (1)

($ in Thousands, Except Share Data)
ASSETS
Current assets:
Cash and cash equivalents $ 27,455 $ 66,054
Accounts receivable, less allowance for doubtful accounts
of $1,629 and $2,141, respectively 47,256 60,874
Dividends receivable - 7,000
Inventories 14,305 15,968
Prepaid expenses 6,688 7,954
Deferred income taxes 23,323 21,960
Income tax receivable - 489
Other 10,839 13,591
Assets of discontinued operations held for sale 86,695 105,725
Total current assets 216,561 299,615
Property, equipment, land and leasehold improvements, net 580,087 592,435
Restricted cash 16,016 15,982
Equipment lease receivables 33,266 36,127
Investment in unconsolidated business 207,491 184,930
Goodwill 516,182 586,249
Intangible assets, net 751,081 811,973
Deferred financing costs, net of accumulated amortization 17,088 22,209
Other 1,449 2,916
Total assets $ 2,339,221 $ 2,552,436
 
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Due to manager - related party $ 1,977 $ 3,521
Accounts payable 44,575 45,565
Accrued expenses 17,432 23,189
Current portion of notes payable and capital leases 235 1,914
Current portion of long-term debt 45,900 -
Fair value of derivative instruments 49,573 45,464
Customer deposits 5,617 5,457
Other 9,338 10,201
Liabilities of discontinued operations held for sale 220,549 224,888
Total current liabilities 395,196 360,199
Notes payable and capital leases, net of current portion 1,498 1,622
Long-term debt, net of current portion 1,166,379 1,327,800
Deferred income taxes 107,840 83,228
Fair value of derivative instruments 54,794 105,970
Other 38,746 39,356
Total liabilities 1,764,453 1,918,175
Commitments and contingencies - -
Members’ equity:
LLC interests, no par value; 500,000,000 authorized; 45,292,913 LLC interests issued and outstanding at December 31, 2009 and 44,948,694 LLC interests issued and outstanding at December 31, 2008 959,897 956,956
Additional paid in capital 21,956 -
Accumulated other comprehensive loss (43,232) (97,190)
Accumulated deficit (360,095) (230,928)
Total members’ equity 578,526 628,838
Noncontrolling interests (3,758) 5,423
Total equity 574,768 634,261
Total liabilities and equity $ 2,339,221 $ 2,552,436
 
(1) Reclassified to conform to current period presentation.

 
MACQUARIE INFRASTRUCTURE COMPANY LLC
     
CONSOLIDATED STATEMENTS OF OPERATIONS
 
Year Ended

December 31,

2009

Year Ended

December 31,

2008 (1)

Year Ended

December 31,

2007 (1)

 
($ in Thousands, Except Share and Per Share Data)
Revenue
Revenue from product sales $ 394,200 $ 586,054 $ 445,852
Revenue from product sales - utility 95,769 121,770 95,770
Service revenue 215,349 264,851 207,680
Financing and equipment lease income   4,758     4,686     4,912  
 
Total revenue   710,076     977,361     754,214  
 
Costs and expenses
Cost of product sales 231,139 406,997 302,283
Cost of product sales - utility 71,252 103,216 64,371
Cost of services 46,317 63,850 53,387
Selling, general and administrative 214,865 231,273 185,370
Fees to manager - related party 4,846 12,568 65,639
Goodwill impairment 71,200 52,000 -
Depreciation 36,813 40,140 20,502
Amortization of intangibles   60,892     61,874     32,356  
Total operating expenses   737,324     971,918     723,908  
 
Operating (loss) income (27,248 ) 5,443 30,306
Other income (expense)
Interest income 119 1,090 5,705
Interest expense (91,154 ) (88,652 ) (65,356 )
Loss on extinguishment of debt - - (27,512 )
Equity in earnings (losses) and amortization charges
of investee 22,561 1,324 (32 )
Loss on derivative instruments (29,540 ) (2,843 ) (1,362 )
Other income (expense), net 760   (19 ) (1,088 )
Net loss from continuing operations before
income taxes and noncontrolling interests (124,502 ) (83,657 ) (59,339 )
Benefit for income taxes 15,818   14,061   16,764  
Net loss from continuing operations before noncontrolling interests (108,684 ) (69,596 ) (42,575 )
Net income attributable to noncontrolling interests   486     585     554  
 
Net loss from continuing operations $ (109,170 ) $ (70,181 ) $ (43,129 )
 
Discontinued operations
Net loss from discontinued operations before
income taxes and noncontrolling interests (23,647 ) (180,104 ) (9,679 )
Benefit (provision) for income taxes 1,787   70,059   (281 )
Net loss from discontinued operations before noncontrolling interests (21,860 ) (110,045 ) (9,960 )
Net loss attributable to noncontrolling interests (1,863 ) (1,753 ) (1,035 )
Net loss from discontinued operations $ (19,997 ) $ (108,292 ) $ (8,925 )
     
Net loss $ (129,167 ) $ (178,473 ) $ (52,054 )
 
Basic and diluted loss per share from continuing operations $ (2.43 ) $ (1.56 ) $ (1.05 )
Basic and diluted loss per share from discontinued operations (0.44 ) (2.41 ) (0.22 )
Basic and diluted loss per share: $ (2.87 ) $ (3.97 ) $ (1.27 )
Weighted average number of shares
outstanding: basic and diluted 45,020,085   44,944,326   40,882,067  
 
 
Cash distributions declared per share $ -   $ 2.125   $ 2.385  
 
(1) Reclassified to conform to current period presentation.
 

 
MACQUARIE INFRASTRUCTURE COMPANY LLC
     
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
Year Ended

December 31,

2009

Year Ended

December 31,

2008 (1)

Year Ended

December 31,

2007 (1)

($ in Thousands)

Operating activities
Net loss $ (129,167 ) $ (178,473 ) $ (52,054 )
Adjustments to reconcile net loss net cash provided by operating activities:
Net loss from discontinued operations 19,997 108,292 8,925
Non-cash goodwill impairment 71,200 52,000 -
Depreciation and amortization of property and equipment 42,899 45,953 26,294
Amortization of intangible assets 60,892 61,874 32,356
Equity in (earnings) losses and amortization charges of investees (22,561 ) (1,324 ) 32
Equity distributions from investees 7,000 1,324 -
Amortization of debt financing costs 5,121 4,762 4,429
Non-cash derivative loss (gain), net of non-cash interest expense (income) 29,540 2,843 (2,693 )
Base management and performance fees settled/to be settled in LLC interests 4,384 - 43,962
Equipment lease receivable, net 2,610 2,372 2,531
Deferred rent 183 183 178
Deferred taxes (17,923 ) (16,037 ) (22,536 )
Other non-cash expenses, net 2,601 4,700 4,243
Non-operating losses relating to foreign investments - - 3,437
Loss on extinguishment of debt - - 27,512
Changes in other assets and liabilities, net of acquisitions:
Restricted cash - - 264
Accounts receivable 13,020 16,392 (12,244 )
Inventories 1,233 2,698 (3,291 )
Prepaid expenses and other current assets 3,086 6,928 605
Due to manager - related party (3,438 ) (2,216 ) 1,453
Accounts payable and accrued expenses (4,670 ) (17,132 ) 22,923
Income taxes payable 535 (1,108 ) 4,981
Other, net   (3,566 )   1,548   2,192  
Net cash provided by operating activities from continuing operations 82,976 95,579 93,499
 
Investing activities
Acquisitions of businesses and investments, net of cash acquired - (41,804 ) (704,171 )
Proceeds from sale of equity investment - - 84,904
Proceeds from sale of investment 29,500 7,557 160
Settlements of non-hedging derivative instruments - - (2,530 )
Purchases of property and equipment (30,320 ) (49,560 ) (45,721 )
Return of investment in unconsolidated business - 26,676 28,000
Other   304     415   505  
Net cash used in investing activities from continuing operations (516 ) (56,716 ) (638,853 )
 
Financing activities
 
Proceeds from issuance of LLC interests - - 252,739
Proceeds from long-term debt 10,000 5,000 1,356,625
Net (payments) proceeds on line of credit facilities (45,400 ) 96,150 11,560
Offering and equity raise costs paid - (65 ) (11,392 )
Distributions paid to holders of LLC interests - (95,509 ) (97,913 )
Distributions paid to noncontrolling interests (583 ) (481 ) (395 )
Payment of long-term debt (81,621 ) - (904,500 )
Debt financing costs paid - (1,879 ) (26,234 )
Make -whole payment on debt refinancing - - (14,695 )
Change in restricted cash (33 ) (865 ) 5,367
Payment of notes and capital lease obligations (181 ) (653 ) (544 )
Net cash (used in) provided by financing activities from continuing operations (117,818 ) 1,698 570,618
         
Net change in cash and cash equivalents from continuing operations   (35,358 )   40,561   25,264  
 
Cash flows (used in) provided by discontinued operations:
Net cash (used in) provided by operating activities (4,732 ) (1,904 ) 3,051
Net cash used in investing activities (445 ) (26,684 ) (5,157 )
Net cash provided by (used in) financing activities 2,144   (1,215 ) (3,072 )
Cash used in discontinued operations (3,033 ) (29,803 ) (5,178 )
Change in cash of discontinued operations held for sale (2) (208 ) 2,459 5,902
 
Effect of exchange rate changes on cash - - (1 )
Net change in cash and cash equivalent (38,599 ) 13,217 25,987
Cash and cash equivalents, beginning of period 66,054   52,837   26,850  
 
Cash and cash equivalents, end of period- continuing operations $ 27,455   $ 66,054   $ 52,837  
 
Supplemental disclosures of cash flow information for continuing operations:
Non-cash investing and financing activities:
 
Accrued acquisition and equity offering costs $ -   $ -   $ 1,208  
 
Accrued purchases of property and equipment $ 1,277   $ 883   $ 1,647  
 
Acquisition of equipment through capital leases $ -   $ -   $ 30  
 
Issuance of LLC interests to manager for base management and performance fees $ 2,490   $ -   $ 43,962  
 
Issuance of LLC interests to independent directors $ 450   $ 450   $ 450  
 
Taxes paid $ 1,231   $ 3,048   $ 3,632  
 
Interest paid $ 87,308   $ 84,235   $ 77,914  
 
(1) Reclassified to conform to current period presentation.
(2) Cash of discontinued operations held for sale is reported in assets of discontinued operations held for sale in the accompanying consolidated
balance sheets. The cash used in discontinued operations is different than the change in cash of discontinued operations held for sale due to
intercompany transactions that are eliminated in consolidation.
 

       

CONSOLIDATED STATEMENT OF OPERATIONS – MD&A

 
Quarter Ended December 31, Change

Favorable/(Unfavorable)

Year Ended December 31, Change

Favorable/(Unfavorable)

2009   2008 (1) $   % 2009   2008 (1) $   %
($ In Thousands) (Unaudited)
 
Revenue
Revenue from product sales $ 112,561 $ 107,835 4,726 4.4 $ 394,200 $ 586,054 (191,854 ) (32.7 )
Revenue from product sales - utility 28,132 24,453 3,679 15.0 95,769 121,770 (26,001 ) (21.4 )
Service revenue 51,746 58,681 (6,935 ) (11.8 ) 215,349 264,851 (49,502 ) (18.7 )
Financing and equipment lease income   1,171     1,149   22   1.9   4,758     4,686   72   1.5
Total revenue   193,610     192,118   1,492   0.8   710,076     977,361   (267,285 ) (27.3 )
 
Costs and expenses
Cost of product sales 70,515 69,178 (1,337 ) (1.9 ) 231,139 406,997 175,858 43.2
Cost of product sales - utility 21,236 21,041 (195 ) (0.9 ) 71,252 103,216 31,964 31.0
Cost of services   10,716     11,565   849   7.3   46,317     63,850   17,533   27.5
Gross profit 91,143 90,334 809 0.9 361,368 403,298 (41,930 ) (10.4 )
 
Selling, general and administrative 56,077 56,259 182 0.3 214,865 231,273 16,408 7.1
Fees to manager - related party 1,894 696 (1,198 ) (172.1 ) 4,846 12,568 7,722 61.4
Goodwill impairment - 52,000 52,000 NM 71,200 52,000 (19,200 ) (36.9 )
Depreciation 7,216 20,001 12,785 63.9 36,813 40,140 3,327 8.3
Amortization of intangibles   8,969     31,610   22,641   71.6   60,892     61,874   982   1.6
 
Total operating expenses   74,156     160,566   86,410   53.8   388,616     397,855   9,239   2.3
 
Operating income (loss) 16,987 (70,232 ) 87,219 124.2 (27,248 ) 5,443 (32,691 ) NM
 
Other income (expense)
Interest income 11 143 (132 ) (92.3 ) 119 1,090 (971 ) (89.1 )
Interest expense (20,974 ) (22,505 ) 1,531 6.8 (91,154 ) (88,652 ) (2,502 ) (2.8 )
Equity in earnings (losses) and amortization NM
charges of investees 5,906 (9,279 ) 15,185 163.6 22,561 1,324 21,237 NM
Gain (loss) on derivative instruments 495 (946 ) 1,441 152.3 (29,540 ) (2,843 ) (26,697 ) NM

 

 

Other (expense) income, net   (535 )   (618 ) 83   13.4   760     (19 ) 779   NM
Net income (loss) from continuing operations before
income taxes and noncontrolling interests 1,890 (103,437 ) 105,327 101.8 (124,502 ) (83,657 ) (40,845 ) (48.8 )
(Provision) benefit for income taxes   (20,585 )   20,154   (40,739 ) NM   15,818     14,061   1,757   12.5
 
Net loss from continuing operations before noncontrolling interests (18,695 ) (83,283 ) 64,588 77.6 (108,684 ) (69,596 ) (39,088 ) (56.2 )
 
Net (loss) income attributable to noncontrolling interests   (29 )   148   (177 ) (119.6 )   486     585   (99 ) (16.9 )
 
Net loss from continuing operations $ (18,666 ) $ (83,431 ) 64,765   77.6 $ (109,170 ) $ (70,181 ) (38,989 ) (55.6 )
 
Discontinued Operations
 
Net loss from discontinued operations before
income taxes and noncontrolling interests (7,766 ) (169,849 ) 162,083 95.4 (23,647 ) (180,104 ) 156,457 86.9
(Provision) benefit for income taxes   (2,831 )   67,220   (70,051 ) (104.2 )   1,787     70,059   (68,272 ) (97.4 )
 
Net loss from discontinued operations before noncontrolling interests (10,597 ) (102,629 ) 92,032 (89.7 ) (21,860 ) (110,045 ) 88,185 80.1
 
Net loss attributable to noncontrolling interests   (428 )   (741 ) (313 ) (42.2 )   (1,863 )   (1,753 ) (110 ) 6.3
 
Net loss from discontinued operations $ (10,169 ) $ (101,888 ) 91,719   (90.0 ) $ (19,997 ) $ (108,292 ) 88,295   81.5
 
Net loss $ (28,835 ) $ (185,319 ) 156,484   84.4 $ (129,167 ) $ (178,473 ) 49,306   27.6
 
 
NM - Not meaningful
 
(1) Reclassified to conform to current period presentation.

       

MACQUARIE INFRASTRUCTURE COMPANY LLC
RECONCILIATION OF CONSOLIDATED NET LOSS FROM CONTINUING OPERATIONS TO EBITDA
EXCLUDING NON-CASH ITEMS AND CASH FROM OPERATING ACTIVITIES TO FREE CASH
FLOW

 
Quarter Ended December 31, Change

Favorable/(Unfavorable)

Year Ended December 31, Change

Favorable/(Unfavorable)

2009   2008 $   % 2009   2008 $   %

($ In Thousands) (Unaudited)

 
Net loss from continuing operations $ (18,666 ) $ (83,431 ) $ (109,170 ) $ (70,181 )
Interest expense, net 20,963 22,362 91,035 87,562
Provision (benefit) for income taxes 20,585 (20,154 ) (15,818 ) (14,061 )
Depreciation (1) 7,216 20,001 36,813 40,140
Depreciation - cost of services (1) 1,580 1,459 6,086 5,813
Amortization of intangibles (2) 8,969 31,610 60,892 61,874
Goodwill impairment - 52,000 71,200 52,000
(Gain) loss on derivative instruments (495 ) 946 29,540 2,843
Equity in earnings and amortization
charges of investees (3) (5,906 ) - (15,561 ) -
Base management and performance fees settled/to be settled in LLC interests 1,894 - 4,384 -
Other non-cash expense   1,715     3,074       2,784     4,883    
EBITDA excluding non-cash items from continuing operations $ 37,855   $ 27,867   9,988 35.8 $ 162,185   $ 170,873   (8,688 )   (5.1 )
 
EBITDA excluding non-cash items from continuing operations $ 37,855 $ 27,867 $ 162,185 $ 170,873
Interest expense, net (20,963 ) (22,362 ) (91,035 ) (87,562 )
Amortization of deferred financing costs 1,297 1,149 5,121 4,762
Equipment lease receivables, net 601 751 2,610 2,372
Provision/benefit for income taxes, net of changes in deferred taxes (1,235 ) (626 ) (2,105 ) (1,976 )
Changes in working capital   1,277     12,576     6,200     7,110  
Cash provided by operating activities 18,832 19,355 82,976 95,579
Changes in working capital (1,277 ) (12,576 ) (6,200 ) (7,110 )
Maintenance capital expenditures   (3,469 )   (2,850 )     (9,453 )   (14,846 )  

Free cash flow from continuing operations

$

14,086

$

3,929

10,157

NM

$

67,323

$

73,623

(6,300

)

(8.6

)

 
 
NM - Not meaningful
(1) Depreciation - cost of services includes depreciation expense for District Energy which is reported in cost of services in our consolidated statements of operations. Depreciation and Depreciation - cost of services do not include step-up depreciation expense of $1.7 million for each quarter and $6.9 million for each year in connection with our investment in IMTT, which is reported in equity in earnings and amortization charges of investees in our consolidated statements of operations.
 
(2) Amortization of intangibles does not include step-up amortization expense of $283,000 for each quarter and $1.1 million for each year related to intangible assets in connection with our investment in IMTT, which is reported in equity in earnings and amortization charges of investees in our consolidated statements of operations.
 
(3) Equity in (earnings) losses and amortization charges of investees in the above table includes our 50% share of IMTT's earnings offset by distributions we received only up to our share of the earnings recorded.

       
MACQUARIE INFRASTRUCTURE COMPANY LLC

RECONCILIATION OF SEGMENT NET INCOME (LOSS) TO EBITDA EXCLUDING NON-CASH ITEMS AND CASH FROM OPERATING ACTIVITIES TO FREE CASH FLOW

 
IMTT
 
Quarter Ended December 31, Change

Favorable/(Unfavorable)

Year Ended December 31, Change

Favorable/(Unfavorable)

2009   2008 $   % 2009   2008 $   %
($ In Thousands) (Unaudited)
 
Revenue
Terminal revenue $ 87,856 $ 82,918 4,938 6.0 $ 330,380 $ 306,103 24,277 7.9
Environmental response revenue   4,374     8,547   (4,173 ) (48.8 )   15,795     46,480   (30,685 ) (66.0 )
Total revenue 92,230 91,465 765 0.8 346,175 352,583 (6,408 ) (1.8 )
 
Costs and expenses
Terminal operating costs 41,975 40,939 (1,036 ) (2.5 ) 156,552 155,000 (1,552 ) (1.0 )
Environmental response operating costs   3,033     7,199   4,166   57.9   14,792     34,658   19,866   57.3
Total operating costs 45,008 48,138 3,130 6.5 171,344 189,658 18,314 9.7
 
Terminal gross profit 45,881 41,979 3,902 9.3 173,828 151,103 22,725 15.0
Environmental response gross profit   1,341     1,348   (7 ) (0.5 )   1,003     11,822   (10,819 ) (91.5 )
Gross profit 47,222 43,327 3,895 9.0 174,831 162,925 11,906 7.3
 
General and administrative expenses 8,217 8,614 397 4.6 27,437 30,076 2,639 8.8
Depreciation and amortization   16,263     12,655   (3,608 ) (28.5 )   55,998     44,615   (11,383 ) (25.5 )
Operating income 22,742 22,058 684 3.1 91,396 88,234 3,162 3.6
 
Interest expense, net (7,520 ) (6,739 ) (781 ) (11.6 ) (29,510 ) (23,540 ) (5,970 ) (25.4 )
Other income 350 280 70 25.0 522 2,141 (1,619 ) (75.6 )
Unrealized gains (losses) on derivative instruments 10,232 (41,775 ) 52,007 124.5 30,686 (46,277 ) 76,963 166.3
(Benefit) provision for income taxes (11,807 ) 9,422 21,229 NM (38,842 ) (9,452 ) 29,390 NM
Noncontrolling interest   180     561   (381 ) (67.9 )   332     1,003   (671 ) (66.9 )
Net income (loss) $ 14,177   $ (16,193 ) 30,370   187.6 $ 54,584   $ 12,109   42,475   NM
 
Reconciliation of net income (loss) to free cash flow:
Net income (loss) 14,177 (16,193 ) $ 54,584 $ 12,109
Interest expense, net 7,520 6,739 29,510 23,540
Benefit (provision) for income taxes 11,807 (9,422 ) 38,842 9,452
Depreciation and amortization 16,263 12,655 55,998 44,615
Unrealized (gains) losses on derivative instruments (10,232 ) 41,775 (30,686 ) 46,277
Other non-cash (income) expenses   (299 )   428       (590 )   601    
EBITDA excluding non-cash items   39,236     35,982   3,254   9.0   147,658     136,594   11,064   8.1
 
EBITDA excluding non-cash items 39,236 35,982 147,658 136,594
Interest expense, net (7,520 ) (6,739 ) (29,510 ) (23,540 )
Amortization of debt financing costs 190 118 543 473
Benefit/provision for income taxes, net of changes in deferred taxes 974 465 (1,593 ) (4,053 )
Changes in working capital   7,831     (12,216 )   16,284     (15,387 )
Cash provided by operating activities 40,711 17,610 133,382 94,087
Changes in working capital (7,831 ) 12,216 (16,284 ) 15,387
Maintenance capital expenditures   (13,113 )   (8,679 )     (39,977 )   (42,690 )  
Free cash flow   19,767     21,147   (1,380 ) (6.5 )   77,121     66,784   10,337   15.5
 
________________________
NM - Not meaningful

       

THE GAS COMPANY

 
Quarter Ended December 31, Change

Favorable/(Unfavorable)

Year Ended December 31, Change

Favorable/(Unfavorable)

2009   2008 $   % 2009   2008 $   %
($ In Thousands) (Unaudited)
 
Contribution margin
Revenue — utility $ 28,132 $ 24,453 3,679 15.0 $ 95,769 $ 121,770 (26,001 ) (21.4 )
Cost of revenue — utility   18,362     17,964   (398 ) (2.2 )   60,227     91,978   31,751   34.5
Contribution margin — utility 9,770 6,489 3,281 50.6 35,542 29,792 5,750 19.3
 
Revenue — non-utility 21,452 21,067 385 1.8 79,597 91,244 (11,647 ) (12.8 )
Cost of revenue — non-utility   10,011     11,123   1,112   10.0   36,580     55,504   18,924   34.1
Contribution margin — non-utility 11,441 9,944 1,497 15.1 43,017 35,740 7,277 20.4
 
Total contribution margin 21,211 16,433 4,778 29.1 78,559 65,532 13,027 19.9
 
Production 1,447 1,666 219 13.1 5,467 5,717 250 4.4
Transmission and distribution   3,849     4,054   205   5.1   15,264     14,912   (352 ) (2.4 )
 
Gross profit 15,915 10,713 5,202 48.6 57,828 44,903 12,925 28.8
 
Selling, general and administrative expenses 5,879 5,094 (785 ) (15.4 ) 21,802 18,374 (3,428 ) (18.7 )
Depreciation and amortization   1,694     1,730   36   2.1   6,829     6,739   (90 ) (1.3 )
Operating income 8,342 3,889 4,453 114.5 29,197 19,790 9,407 47.5
 
Interest expense, net (2,232 ) (2,365 ) 133 5.6 (8,941 ) (9,390 ) 449 4.8
Other (expense) income (97 ) (65 ) (32 ) (49.2 ) (165 ) 148 (313 ) NM
Unrealized (losses) gains on derivative instruments (244 ) 2 (246 ) NM (636 ) (221 ) (415 ) (187.8 )
Provision for income taxes   (2,260 )   (573 ) (1,687 ) NM   (7,619 )   (4,044 ) (3,575 ) (88.4 )
Net income (1) $ 3,509   $ 888   2,621   NM $ 11,836   $ 6,283   5,553   88.4
 
Reconciliation of net income to free cash flow:
Net income (1) $ 3,509 $ 888 $ 11,836 $ 6,283
Interest expense, net 2,232 2,365 8,941 9,390
Provision for income taxes 2,260 573 7,619 4,044
Depreciation and amortization 1,694 1,730 6,829 6,739
Unrealized losses (gains) on derivative instruments 244 (2 ) 636 221
Other non-cash expenses   246     508       1,771     1,180    
EBITDA excluding non-cash items   10,185     6,062   4,123   68.0   37,632     27,857   9,775   35.1
 
EBITDA excluding non-cash items $ 10,185 $ 6,062 $ 37,632 $ 27,857
Interest expense, net (2,232 ) (2,365 ) (8,941 ) (9,390 )
Amortization of deferred financing costs 120 119 478 478
Provision for income taxes, net of changes in deferred taxes (2,239 ) - (4,936 ) -
Changes in working capital   3,249     8,000     1,327     8,133  
Cash provided by operating activities 9,083 11,816 25,560 27,078
Changes in working capital (3,249 ) (8,000 ) (1,327 ) (8,133 )
Maintenance capital expenditures   (2,182 )   (1,578 )     (3,939 )   (6,202 )  
Free cash flow   3,652     2,238   1,414   63.2   20,294     12,743   7,551   59.3
 
________________________
NM - Not meaningful
 
(1) Corporate allocation expense, other intercompany fees and the federal tax effect have been excluded from the above table as they are eliminated on consolidation at the MIC Inc. level.
 

       

DISTRICT ENERGY

 
Quarter Ended December 31, Change

Favorable/(Unfavorable)

Year Ended December 31, Change

Favorable/(Unfavorable)

2009   2008 $   % 2009   2008 $   %
($ In Thousands) (Unaudited)
 
Cooling capacity revenue $ 5,199 $ 4,866 333 6.8 $ 20,430 $ 19,350 1,080 5.6
Cooling consumption revenue 3,106 2,399 707 29.5 20,236 20,894 (658 ) (3.1 )
Other revenue 806 914 (108 ) (11.8 ) 3,137 3,115 22 0.7
Finance lease revenue   1,171     1,149   22   1.9   4,758     4,686   72   1.5
Total revenue   10,282     9,328   954   10.2   48,561     48,045   516   1.1
Direct expenses — electricity 2,253 1,858 (395 ) (21.3 ) 13,356 13,842 486 3.5
Direct expenses — other (1)   4,572     4,609   37   0.8   18,647     17,809   (838 ) (4.7 )
Direct expenses — total 6,825 6,467 (358 ) (5.5 ) 32,003 31,651 (352 ) (1.1 )
 
Gross profit 3,457 2,861 596 20.8 16,558 16,394 164 1.0
 
Selling, general and administrative expenses 1,356 892 (464 ) (52.0 ) 3,407 3,390 (17 ) (0.5 )
Amortization of intangibles   345     345   -   NM   1,368     1,372   4   0.3
Operating income 1,756 1,624 132 8.1 11,783 11,632 151 1.3
Interest expense, net (2,564 ) (2,580 ) 16 0.6 (10,153 ) (10,341 ) 188 1.8
Other income 694 46 648 NM 1,235 201 1,034 NM
Unrealized gains (losses) on derivative instruments 419 (2 ) 421 NM (220 ) 26 (246 ) NM
Income tax (provision) benefit (52 ) 274 (326 ) (118.8 ) (773 ) (242 ) (531 ) NM
Noncontrolling interest   (175 )   (148 ) (27 ) (18.2 )   (690 )   (585 ) (105 ) (17.9 )
Net income (loss) (2) $ 78   $ (786 ) 864   110.0 $ 1,182   $ 691   491   71.0
 
Reconciliation of net income (loss) to free cash flow:
Net income (loss) (2) $ 78 $ (786 ) $ 1,182 $ 691
Interest expense, net 2,564 2,580 10,153 10,341
Provision (benefit) for income taxes 52 (274 ) 773 242
Depreciation 1,580 1,459 6,086 5,813
Amortization of intangibles 345 345 1,368 1,372
Unrealized (gains) losses on derivative instruments (419 ) 2 220 (26 )
Other non-cash expenses   554     2,061       1,009     2,654    
EBITDA excluding non-cash items   4,754     5,387   (633 ) (11.8 )   20,791     21,087   (296 ) (1.4 )
 
EBITDA excluding non-cash items 4,754 5,387 20,791 21,087
Interest expense, net (2,564 ) (2,580 ) (10,153 ) (10,341 )
Amortization of deferred financing costs 170 170 681 682
Equipment lease receivable, net 601 751 2,610 2,372
Changes in working capital   1,924     2,265     519     3,966  
Cash provided by operating activities 4,885 5,993 14,448 17,766
Changes in working capital (1,924 ) (2,265 ) (519 ) (3,966 )
Maintenance capital expenditures   (337 )   (374 )     (1,001 )   (989 )  
Free cash flow   2,624     3,354   (730 ) (21.8 )   12,928     12,811   117   0.9
 
__________________________
NM - Not meaningful

(1) Includes depreciation expense of $1.6 million and $1.5 million for the three months ended December 31, 2009 and December 31, 2008, respectively, and $6.1 million and $5.8 million for the years ended December 31, 2009 and 2008, respectively.

(2) Corporate allocation expense and the federal tax effect have been excluded from the above table as they are eliminated on consolidation at the MIC Inc. level.
 

       

ATLANTIC AVIATION

 
Quarter Ended December 31, Change

Favorable/(Unfavorable)

Year Ended December 31, Change

Favorable/(Unfavorable)

2009   2008 $   % 2009   2008 $   %
($ In Thousands) (Unaudited)
 
Revenue
Fuel revenue $ 91,109 $ 86,768 4,341 5.0 $ 314,603 $ 494,810 (180,207 ) (36.4 )
Non-fuel revenue   42,635     50,502   (7,867 ) (15.6 )   171,546     221,492   (49,946 ) (22.5 )
Total revenue 133,744 137,270 (3,526 ) (2.6 ) 486,149 716,302 (230,153 ) (32.1 )
 
Cost of revenue
Cost of revenue — fuel 58,081 55,412 (2,669 ) (4.8 ) 184,853 342,102 157,249 46.0
Cost of revenue — non-fuel   3,891     5,097   1,206   23.7   14,314     32,198   17,884   55.5
Total cost of revenue 61,972 60,509 (1,463 ) (2.4 ) 199,167 374,300 175,133 46.8
 
Fuel gross profit 33,028 31,356 1,672 5.3 129,750 152,708 (22,958 ) (15.0 )
Non-fuel gross profit   38,744     45,405   (6,661 ) (14.7 )   157,232     189,294   (32,062 ) (16.9 )
Gross profit   71,772     76,761   (4,989 ) (6.5 )   286,982     342,002   (55,020 ) (16.1 )
 
Selling, general and administrative expenses (1) 45,215 48,382 3,167 6.5 179,949 205,304 25,355 12.3
Goodwill impairment - 52,000 52,000 NM 71,200 52,000 (19,200 ) (36.9 )
Depreciation and amortization   14,146     49,537   35,391   71.4   89,508     93,903   4,395   4.7
Operating income (loss) 12,411 (73,158 ) 85,569 117.0 (53,675 ) (9,205 ) (44,470 ) NM
 
Interest expense, net (15,431 ) (15,935 ) 504 3.2 (67,983 ) (62,967 ) (5,016 ) (8.0 )
Other expense (1,129 ) (524 ) (605 ) (115.5 ) (1,451 ) (241 ) (1,210 ) NM
Unrealized gains (losses) on derivative instruments 324 (738 ) 1,062 143.9 (28,277 ) (1,871 ) (26,406 ) NM
Benefit for income taxes   1,542     36,412   (34,870 ) (95.8 )   61,009     29,936   31,073   103.8
Net loss(2) $ (2,283 ) $ (53,943 ) 51,660   95.8 $ (90,377 ) $ (44,348 ) (46,029 ) (103.8 )
 
 
Reconciliation of net loss to free cash flow:
Net loss (2) $ (2,283 ) $ (53,943 ) $ (90,377 ) $ (44,348 )
Interest expense, net 15,431 15,935 67,983 62,967
Benefit for income taxes (1,542 ) (36,412 ) (61,009 ) (29,936 )
Depreciation and amortization 14,146 49,537 89,508 93,903
Goodwill impairment - 52,000 71,200 52,000
Unrealized (gains) losses on derivative instruments (324 ) 738 28,277 1,871
Other non-cash expenses   1,227     548       903     624    
EBITDA excluding non-cash items $ 26,655   $ 28,403   (1,748 ) (6.2 ) $ 106,485   $ 137,081   (30,596 ) (22.3 )
 
EBITDA excluding non-cash items 26,655 28,403 106,485 137,081
Interest expense, net (15,431 ) (15,935 ) (67,983 ) (62,967 )
Amortization of deferred financing costs 803 654 3,144 2,613
Benefit for income taxes, net of changes in deferred taxes 63 (1,426 ) (190 ) (7,950 )
Changes in working capital   (5,185 )   2,318     9,474     4,351  
Cash provided by operating activities 6,905 14,014 50,930 73,128
Changes in working capital 5,185 (2,318 ) (9,474 ) (4,351 )
Maintenance capital expenditures   (950 )   (898 )     (4,513 )   (7,655 )  
Free Cash Flow   11,140     10,798   342   3.2   36,943     61,122   (24,179 ) (39.6 )
 
________________________
NM - Not meaningful
 
(1) Includes $2.4 million increase in bad debt reserve in the first quarter of 2009 due to the deterioration of accounts receivable aging.
(2) Corporate allocation expense and the federal tax effect have been excluded from the above table as they are eliminated on consolidation at the MIC Inc. level.
 

   

MACQUARIE INFRASTRUCTURE COMPANY LLC

RECONCILIATION OF PROPORTIONATELY COMBINED NET (LOSS) INCOME TO EBITDA EXCLUDING
NON-CASH ITEMS AND CASH FROM OPERATING ACTIVITIES TO FREE CASH FLOW

 
/-----------------------------FOR THE YEAR ENDED DECEMBER 31, 2009-------------------------------/
($ In Thousands) MIC  

The Gas
Company

 

District
Energy

 

Atlantic
Aviation

  IMTT  

Proportionately
Combined

IMTT
        50 %   100 %

 

Net (loss) income (54,372 ) 11,836 1,182 (90,377 ) 27,292 (104,439 ) 54,584
Interest expense, net 3,958 8,941 10,153 67,983 14,755 105,790 29,510
Provision (benefit) for income taxes 36,799 7,619 773 (61,009 ) 19,421 3,603 38,842
Depreciation - 5,991 6,086 30,822 27,999 70,898 55,998
Amortization of intangibles - 838 1,368 58,686 - 60,892 -
Goodwill impairment - - - 71,200 - 71,200 -
Loss (gain) on derivative instruments 407 636 220 28,277 (15,343 ) 14,197 (30,686 )
Base management and performance fee paid in LLC interests 4,384 - - - - 4,384 -
Other non-cash (income) expense (899 )   1,771     1,009     903     (295 )   2,489   (590 )
EBITDA excluding non-cash items (9,723 )   37,632     20,791     106,485     73,829     229,014   147,658  
 
EBITDA excluding non-cash items (9,723 ) 37,632 20,791 106,485 73,829 229,014 147,658
Interest expense, net (3,958 ) (8,941 ) (10,153 ) (67,983 ) (14,755 ) (105,790 ) (29,510 )
Amortization of deferred finance charges 818 478 681 3,144 272 5,393 543
Equipment lease receivables, net - - 2,610 - - 2,610 -
Provision / benefit for income taxes, net of changes in deferred taxes 3,021 (4,936 ) - (190 ) (796 ) (2,901 ) (1,593 )
Changes in working capital (5,120 )   1,327     519     9,474     8,142     14,342   16,284  
Cash (used in) provided by operating activities (14,962 ) 25,560 14,448 50,930 66,692 142,668 133,382
Maintenance capital expenditures - (3,939 ) (1,001 ) (4,513 ) (19,989 ) (29,442 ) (39,977 )
Changes in working capital 5,120     (1,327 )   (519 )   (9,474 )   (8,142 )   (14,342 ) (16,284 )
 
Free cash flow (9,842 )   20,294     12,928     36,943     38,561     98,884   77,121  
 
 
/-----------------------------FOR THE QUARTER ENDED DECEMBER 31, 2009-------------------------------/
($ In Thousands) MIC  

The Gas
Company

 

District
Energy

 

Atlantic
Aviation

  IMTT  

Proportionately
Combined

IMTT
50 % 100 %
 
Net (loss) income (25,876 ) 3,509 78 (2,283 ) 7,089 (17,484 ) 14,177
Interest expense, net 736 2,232 2,564 15,431 3,760 24,723 7,520
Provision (benefit) for income taxes 19,815 2,260 52 (1,542 ) 5,904 26,489 11,807
Depreciation - 1,488 1,580 5,728 8,132 16,928 16,263
Amortization of intangibles - 206 345 8,418 - 8,969 -
Loss (gain) on derivative instruments 4 244 (419 ) (324 ) (5,116 ) (5,611 ) (10,232 )
Base management and performance fee paid in LLC interest 1,894 - - - - 1,894 -
Other non-cash (income) expense (312 )   246     554     1,227     (150 )   1,566   (299 )
EBITDA excluding non-cash items (3,739 )   10,185     4,754     26,655     19,618     57,473   39,236  
 
EBITDA excluding non-cash items (3,739 ) 10,185 4,754 26,655 19,618 57,473 39,236
Interest expense, net (736 ) (2,232 ) (2,564 ) (15,431 ) (3,760 ) (24,723 ) (7,520 )
Amortization of deferred finance charges 204 120 170 803 95 1,392 190
Equipment lease receivables, net - - 601 - - 601 -
Provision / benefit for income taxes, net of changes in deferred taxes 941 (2,239 ) - 63 488 (748 ) 974
Changes in working capital 1,289     3,249     1,924     (5,185 )   3,916     5,193   7,831  
Cash (used in) provided by operating activities (2,041 ) 9,083 4,885 6,905 20,356 39,188 40,711
Maintenance capital expenditures - (2,182 ) (337 ) (950 ) (6,557 ) (10,026 ) (13,113 )
Changes in working capital (1,289 ) (3,249 ) (1,924 ) 5,185   (3,916 ) (5,193 ) (7,831 )
 
Free cash flow (3,330 )   3,652     2,624     11,140     9,884     23,970   19,767  
 
 
/-----------------------------FOR THE YEAR ENDED DECEMBER 31, 2008-------------------------------/
($ In Thousands) MIC  

The Gas
Company

 

District
Energy

 

Atlantic
Aviation

  IMTT  

Proportionately
Combined

IMTT
(50 %) (100 %)
 
Net (loss) income (34,131 ) 6,283 691 (44,348 ) 6,055 (65,451 ) 12,109
Interest expense, net 4,864 9,390 10,341 62,967 11,770 99,332 23,540
Provision (benefit) for income taxes 11,589 4,044 242 (29,936 ) 4,726 (9,335 ) 9,452
Depreciation - 5,883 5,813 34,257 22,308 68,261 44,615
Amortization of intangibles - 856 1,372 59,646 - 61,874 -
Goodwill impairment - - - 52,000 - 52,000 -
Loss (gain) on derivative instruments 777 221 (26 ) 1,871 23,139 25,982 46,277
Other non-cash expense 425     1,180     2,654     624     301     5,184   601  
EBITDA excluding non-cash items (16,476 )   27,857     21,087     137,081     68,297     237,846   136,594  
 
EBITDA excluding non-cash items (16,476 ) 27,857 21,087 137,081 68,297 237,846 136,594
Interest expense, net (4,864 ) (9,390 ) (10,341 ) (62,967 ) (11,770 ) (99,332 ) (23,540 )
Amortization of deferred finance charges 989 478 682 2,613 237 4,999 473
Equipment lease receivables, net - - 2,372 - - 2,372 -
Provision / benefit for income taxes, net of changes in deferred taxes 5,974 - - (7,950 ) (2,027 ) (4,003 ) (4,053 )
Changes in working capital (9,340 )   8,133     3,966     4,351     (7,694 )   (584 ) (15,387 )
Cash (used in) provided by operating activities (23,717 ) 27,078 17,766 73,128 47,044 141,299 94,087
Maintenance capital expenditures - (6,202 ) (989 ) (7,655 ) (21,345 ) (36,191 ) (42,690 )
Changes in working capital 9,340     (8,133 )   (3,966 )   (4,351 )   7,694     584   15,387  
 
Free cash flow (14,377 )   12,743     12,811     61,122     33,392     105,691   66,784  
 
 
/-----------------------------FOR THE QUARTER ENDED DECEMBER 31, 2008-------------------------------/
($ In Thousands) MIC  

The Gas
Company

 

District
Energy

 

Atlantic
Aviation

  IMTT  

Proportionately
Combined

IMTT
(50 %) (100 %)
 
Net (loss) income (20,311 ) 888 (786 ) (53,943 ) (8,097 ) (82,249 ) (16,193 )
Interest expense, net 1,482 2,365 2,580 15,935 3,370 25,732 6,739
Provision (benefit) for income taxes 15,959 573 (274 ) (36,412 ) (4,711 ) (24,865 ) (9,422 )
Depreciation - 1,516 1,459 18,485 6,328 27,788 12,655
Amortization of intangibles - 214 345 31,052 - 31,611 -
Goodwill impairment - - - 52,000 - 52,000 -
Loss (gain) on derivative instruments 208 (2 ) 2 738 20,888 21,834 41,775
Other non-cash (income) expense (43 )   508     2,061     548     214     3,288   428  
EBITDA excluding non-cash items (2,705 )   6,062     5,387     28,403     17,991     55,138   35,982  
 
EBITDA excluding non-cash items (2,705 ) 6,062 5,387 28,403 17,991 55,138 35,982
Interest expense, net (1,482 ) (2,365 ) (2,580 ) (15,935 ) (3,370 ) (25,732 ) (6,739 )
Amortization of deferred finance charges 206 119 170 654 59 1,208 118
Equipment lease receivables, net - - 751 - - 751 -
Provision / benefit for income taxes, net of changes in deferred taxes 800 - - (1,426 ) 233 (394 ) 465
Changes in working capital (7 )   8,000     2,265     2,318     (6,108 )   6,468   (12,216 )
Cash (used in) provided by operating activities (3,188 ) 11,816 5,993 14,014 8,805 37,440 17,610
Maintenance capital expenditures - (1,578 ) (374 ) (898 ) (4,340 ) (7,190 ) (8,679 )
Changes in working capital 7     (8,000 )   (2,265 )   (2,318 )   6,108     (6,468 ) 12,216  
 
Free cash flow (3,181 )   2,238     3,354     10,798     10,574     23,783   21,147  

CONTACT:
Macquarie Infrastructure Company
Investor enquiries:
Jay A. Davis, 212-231-1825
Investor Relations
or
Media enquiries:
Alex Doughty, 212-231-1310
Corporate Communications

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