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8-K - MACQUARIE INFRASTRUCTURE COMPANY LLC 8K - Macquarie Infrastructure Corpa50267471.htm

Exhibit 99.1

Macquarie Infrastructure Company LLC Reports First Quarter 2012 Financial Results, Strong Performance from Operating Entities

• $0.20 per share cash dividend for first quarter to be paid mid-May

• Quarterly dividend projected to increase to $0.50 per share or more with IMTT payments

• Proportionately combined free cash flow per share increases 9%

NEW YORK--(BUSINESS WIRE)--May 2, 2012--Macquarie Infrastructure Company LLC (NYSE: MIC) reported financial results for the first quarter of 2012 including proportionately combined free cash flow of $0.88 per share compared with $0.81 per share in the first quarter of 2011. The 9% increase reflects improved performance at each of MIC’s four operating entities.

The Company also reported that its Board of Directors approved the distribution of a cash dividend of $0.20 per share for the first quarter. The cash dividend will be payable on May 17, 2012 to shareholders of record on May 14, 2012.

Proportionately combined free cash flow increased to $40.7 million in the first quarter of 2012 from $37.0 million in the first quarter of 2011. The aggregate increase reflects growth in free cash flow generated of:

  • 66.0% at District Energy, the Company’s 50.01% interest in a district cooling business in Chicago;
  • 57.9% at The Gas Company, MIC’s gas processing and distribution business in Hawaii;
  • 16.4% at Atlantic Aviation, the Company’s airport services business based in Plano, Texas; and,
  • 11.0% at International-Matex Tank Terminals (IMTT), MIC’s 50% equity investment in a bulk liquid storage terminal business headquartered in New Orleans, Louisiana.

MIC regards free cash flow as an important tool in assessing the performance of its capital intensive, cash generative businesses. The Company 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 MIC’s ability to generate cash. Proportionately combined free cash flow refers to the sum of the free cash flow generated by MIC’s businesses and investments in proportion to its equity interest in each and after holding company costs. See “Cash Generation” below for further information.

“The first quarter was good for each of our operating entities,” said James Hooke, Chief Executive Officer of Macquarie Infrastructure Company. “While we incurred significant legal expenses in the first quarter related to the IMTT arbitration, our continued active management helped our businesses perform well and at levels consistent with our guidance for the full year.”

Excluding the effect of the expenses incurred in connection with the arbitration, MIC’s proportionately combined free cash flow per share would have increased by 17.3% to $0.95 in the first quarter of 2012 from $0.81 in the first quarter of 2011.

Dividend Policy

In determining the MIC dividend for the first quarter of 2012, MIC’s Board was not able to consider either the arbitration award or the dividend it believes IMTT should pay to each of its shareholders for the first quarter. Neither the payment due in settlement of the arbitration nor the cash flows generated by IMTT in the first quarter were distributed to MIC. MIC believes that the receipt of these funds and those that may become due in the future will result in its Board authorizing an increase in the amount of the Company’s quarterly cash dividend.

Reflecting confidence in the Company’s ability to secure the proceeds awarded in the arbitration, the MIC Board has expressed its intent to raise the MIC dividend to at least $0.50 per share, per quarter, following receipt of the award proceeds. The precise timing and amount of any future dividend, including an increase resulting from the receipt of the arbitration award proceeds, will be based on the continued stable performance of the Company’s businesses and the economic conditions prevailing at the time of any authorization. Future dividends will also be dependent on compliance by MIC’s co-investor with the dividend provisions of the IMTT Shareholders’ Agreement.

The MIC Board’s intent also reflects its past practice of paying substantially all of the cash generated by the Company’s operating businesses to shareholders in the form of a quarterly cash dividend.


Arbitration Update

MIC reported on April 1, 2012 that it had been awarded $110.6 million at the conclusion of its arbitration with its co-investor in IMTT. The award represents the amount of dividends to which MIC was entitled through December 31, 2011 under the Shareholders’ Agreement with its co-investor. The arbitration award also dismissed all of the co-investor’s counterclaims, provided clarification as to the methodology used to calculate future dividends and directed the parties to comply with certain corporate governance recommendations.

On April 1, 2012 MIC filed a complaint in Delaware state court seeking confirmation of the award. MIC’s co-investor has not challenged the confirmation proceedings, but has until May 24, 2012 to answer the complaint and until the end of June to move to vacate the award. If the award is confirmed in Delaware state court, MIC will then be able to seek enforcement of the judgment through separate court proceedings. Those proceedings could take six months or longer to complete.

MIC continues to work with its co-investor on the implementation of the award and payment of all dividends due under that decision. Consistent with the performance of the business in the first quarter and the interpretation of the Shareholders’ Agreement ordered in the arbitration, MIC proposed a dividend for the first quarter of 2012 of $22.6 million per shareholder.

“We are pleased to have concluded the arbitration with our co-investor in IMTT, although we’re disappointed not to have received the award proceeds or a dividend for the first quarter as yet,” Hooke noted. ”Our co-investor’s representatives have said that they plan to comply with the terms of the award. They have proposed a dividend for the first quarter that, while less than the award requires, does represent a step forward by them. We remain hopeful that our co-investor will comply with the award of past and payment of current dividends soon.”

Consolidated Results for First Quarter

MIC’s consolidated revenue for the first quarter of 2012 increased 10.4% compared with the first quarter of 2011 to $264.9 million. The growth in revenue reflects both higher energy costs, such as the cost of jet fuel and synthetic natural gas that are passed through to customers of MIC’s businesses, and an increase in the volume of product sold.

Gross profit – defined as revenue less cost of goods sold – removes the volatility in revenue associated with fluctuations in energy costs. MIC’s consolidated gross profit totaled $100.6 million in the first quarter of 2012, an increase of 5.4% over the same period in 2011.

MIC reported $20.7 million of net income, before taxes, in the first quarter of 2012 compared with net income of $17.8 million in the first quarter of 2011.


Cash Generation

MIC reports EBITDA excluding non-cash items on a consolidated and operating segment basis and reconciles each to consolidated net income. EBITDA excluding non-cash items is a measure 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, gains and losses on derivatives and adjustments for certain other 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.

MIC also reports free cash flow, as defined below, on both a consolidated and operating segment basis 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, and reconciles each to cash from operating activities. MIC believes that reporting free cash flow provides additional insight into its ability to deploy cash, as GAAP measures, 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 businesses.

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 MIC’s 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, potential growth capital expenditures and other fixed obligations or the other cash items excluded when calculating free cash flow. Free cash flow may be calculated differently 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.

 
 

For the Quarter Ended March 31, 2012

($ in Thousands) (Unaudited) IMTT 50%   The Gas Company   District Energy 50.01%   Atlantic Aviation   MIC Corporate   Proportionately Combined(1)     IMTT 100%   District Energy 100%  
 
Gross profit 33,188 18,699 1,846 78,252 N/A 131,985 66,376 3,691
EBITDA excluding non-cash items 29,731 14,180 2,175 34,151 (5,046 ) 75,191 59,462 4,349
Free cash flow 15,744   8,010   1,343   19,109   (3,469 ) 40,736   31,487   2,685  
 
 

For the Quarter Ended March 31, 2011

($ in Thousands) (Unaudited) IMTT 50%   The Gas Company   District Energy 50.01%   Atlantic Aviation   MIC Corporate   Proportionately Combined(1)   IMTT 100%   District Energy 100%  
 
Gross profit 30,026 15,488 1,417 77,207 N/A 124,137 60,051 2,833
EBITDA excluding non-cash items 26,492 11,789 1,719 32,075 (1,394 ) 70,681 52,984 3,438
Free cash flow 14,189   5,073   809   16,419   500   36,990   28,378   1,617  
                               
Gross profit variance 10.5 % 20.7 % 30.3 % 1.4 % NA   6.3 % 10.5 % 30.3 %
EBITDA excluding non-cash items variance 12.2 % 20.3 % 26.5 % 6.5 % NM   6.4 % 12.2 % 26.5 %
Free cash flow variance 11.0 % 57.9 % 66.0 % 16.4 % NM   10.1 % 11.0 % 66.0 %
_____________________
NM - Not meaningful

(1) Proportionately combined free cash flow is equal to the sum of free cash flow attributable to MIC's ownership interest in each of its operating businesses and MIC Corporate.


IMTT

MIC has a 50% equity interest in IMTT, the operator of one of the largest independent 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 50% interest.

Terminal revenue at IMTT grew 5.3% during the first quarter compared with the first quarter of 2011 primarily as a result of the improvement in average storage rental rates. Average storage rental rates increased 5.6% in 2012. With a small number of expected 2012 contract renewals having been completed, MIC now expects average storage rates to increase in a range between 5.5% and 7.5% for the full year.

Capacity utilization increased to 95.9% from 93.8% during the first quarter of 2012 compared with the first quarter of 2011. Utilization rates improved as tanks that had been out of service for cleaning and inspection were returned to service in the first quarter. MIC expects utilization rates for the full year to be comparable with those achieved in 2011.

Environmental response gross profit generated in the quarter of 2012 increased to $1.2 million from less than $100,000 in the first quarter of 2011. There was a modest increase in the amount of spill response activity in which IMTT’s environmental response subsidiary was involved in 2012.

IMTT’s quarterly free cash flow increased to $31.5 million in the first quarter of 2012 from $28.4 million in 2011 due to the improvement in operating results.

The Gas Company

The Gas Company is the owner and operator of the only regulated (“utility”) gas processing and pipeline distribution network in the Hawaiian Islands. The business is also the owner and operator of the largest unregulated (“non-utility”) propane gas distribution business on the islands.

Non-utility contribution margin increased 42.2% during the first quarter of 2012 compared with the first quarter in 2011. The increase reflects both a 6.7% increase in the volume of gas sold and effective margin management during a period in which wholesale propane prices fluctuated by more than 10%. Utility contribution margin decreased slightly versus the prior comparable period.

The Gas Company generated $8.0 million of free cash flow in the first quarter of 2012. Free cash flow increased by $2.9 million compared with the first quarter of 2011 primarily as a result of the improved operating results of the non-utility portion of the business and a decrease in maintenance capital expenditures.


District Energy

MIC’s District Energy business produces chilled water that it distributes via underground pipelines in downtown Chicago to high-rise buildings for use in air conditioning and process cooling systems. The business also operates a site-specific operation that supplies both cooling and heating services to three customers in Las Vegas, Nevada. MIC has a 50.01% (controlling) interest in District Energy.

Gross profit increased 30.3% at District Energy in the first quarter of 2012 compared with the first quarter of 2011. The increase was primarily due to improved performance related to the warmer than average temperatures in Chicago this year versus the first quarter of 2011 that drove increased demand for cooling. The business also recorded lower expenditures for preseason system maintenance. A higher percentage of total preseason maintenance was conducted in the first quarter of 2011 compared with 2012.

Free cash flow increased 66.0% to $2.7 million in the first quarter of 2012 compared with the first quarter of 2011 primarily due to the improved operating performance.

Atlantic Aviation

Atlantic Aviation owns and operates a network of fixed-base operations (FBO) that primarily provide fuel, terminal services and aircraft hangar services to owners and operators of general aviation (GA) aircraft at 65 airports in the US. The network is the largest of its type in the U.S. air transportation industry.

Gross profit for the first quarter of 2012 increased 1.4% compared with the first quarter of 2011 primarily as a result of an increase in the volume of GA jet fuel sold and the margin achieved on those sales. The same store volume of GA jet fuel sold increased 1.4% while margins were up 3.3%.

Same store gross profit increased 2.1% in the first quarter including a sharp drop in revenue and gross profit generated from de-icing activity in the first quarter of 2012 compared with the first quarter of 2011. Excluding the impact of de-icing in both periods, same store gross profit would have increased by 3.9%.

Selling, general and administrative (SG&A) were lower in the first quarter of 2012 compared with the first quarter of 2011 as a result of lower lease costs reflecting sales of several FBOs last year. Property and casualty insurance expenses declined as well, helped by Atlantic Aviation’s track record of safety and effective insurance procurement practices.

Free cash flow generated by Atlantic Aviation during the first quarter of 2012 increased 16.4% to $19.1 million from $16.4 million in the first quarter of 2011.


Business Outlook

Management at MIC has provided the following update to previously provided guidance regarding the performance of the Company’s operating businesses in 2012.

IMTT – MIC continues to expect the business will generate between $220.0 and $235.0 million of EBITDA excluding non-cash items during 2012. Maintenance capital expenditures were seasonally normal during the first quarter and are expected to be approximately $50.0 to $55.0 million for the full year. If growth capital assets are placed in service as planned during the year, IMTT is likely to have little or no current federal income tax liability as a result of depreciation (non-cash) expenses associated with these expenditures.

The Gas Company – the business is expected to generate between $50.0 and $55.0 million of EBITDA excluding non-cash items in 2012. Maintenance capital expenditures are anticipated be approximately $6.7 million for the full year or down by about one third on 2011. Strong performance in the first quarter, particularly from the non-utility portion of the business suggests that The Gas Company is likely to finish 2012 at the higher end of the range of EBITDA guidance.

District Energy – the business is expected to generate between $21.0 and $22.0 million of EBITDA excluding non-cash items. Maintenance capital expenditures are expected to be approximately $1.0 million for the full year. The relatively strong performance of the business in the first quarter suggests a full-year result at the higher end of guidance assuming peak cooling season temperatures are consistent with historical norms.

Atlantic Aviation – the business is expected to generate between $130.0 and $140.0 million of EBITDA excluding non-cash items during 2012. Maintenance capital expenditures are expected to be approximately $13.1 million for the full year. The level of performance improvement in the first quarter was consistent with a full-year result in the range of current guidance.

MIC management believes that the forecast results of the Company’s operating businesses, combined with the expenses of the holding company produce an aggregate range of proportionately combined free cash flow of between $3.50 and $3.60 per share for 2012.

Conference Call and WEBCAST

When: Management has scheduled a conference call for 8:00 a.m. Eastern Time on Thursday, May 3, 2012 to review the Company’s results.

How: To listen to the conference call please dial +1(650) 521-5252 at least 10 minutes prior to the scheduled start time. A webcast of the call 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 May 3, 2012 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 May 3, 2012 through May 17, 2012, at +1(404) 537-3406, Passcode: 70894356. An online archive of the webcast will be available on the Company’s website for one year following the call. MIC-G

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 processing and distribution business in Hawaii, The Gas Company, a controlling interest in a District Energy business in Chicago, and a 50% 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 CONDENSED BALANCE SHEETS
($ In Thousands, Except Share Data)
 
March 31,

2012

December 31,

2011

ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 32,390 $ 22,786
Accounts receivable, less allowance for doubtful accounts
of $549 and $445, respectively 64,486 56,458
Distributions receivable from unconsolidated business 110,579 -
Inventories 23,318 23,106
Prepaid expenses 7,279 7,338
Deferred income taxes 15,162 19,102
Other   16,151     14,523  
Total current assets 269,365 143,313
Property, equipment, land and leasehold improvements, net 558,090 561,022
Equipment lease receivables 31,240 32,189
Investment in unconsolidated business 129,567 230,401
Goodwill 516,175 516,175
Intangible assets, net 653,589 662,135
Other   22,546     23,398  
Total assets $ 2,180,572   $ 2,168,633  
 
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Due to manager - related party $ 5,084 $ 4,300
Accounts payable 33,608 29,199
Accrued expenses 22,741 23,827
Current portion of long-term debt 54,115 34,535
Fair value of derivative instruments 32,084 39,339
Other   17,632     17,702  
Total current liabilities 165,264 148,902
Long-term debt, net of current portion 1,069,891 1,086,053
Deferred income taxes 180,922 177,262
Fair value of derivative instruments 12,832 15,576
Other   47,384     46,980  
Total liabilities   1,476,293     1,474,773  
Commitments and contingencies - -
Members’ equity:
LLC interests, no par value; 500,000,000 authorized; 46,474,212 LLC
interests issued and outstanding at March 31, 2012 and 46,338,225 LLC
interests issued and outstanding at December 31, 2011 946,683 951,729
Additional paid in capital 21,447 21,447
Accumulated other comprehensive loss (24,845 ) (27,412 )
Accumulated deficit   (227,990 )   (242,082 )
Total members’ equity 715,295 703,682
Noncontrolling interests   (11,016 )   (9,822 )
Total equity   704,279     693,860  
Total liabilities and equity $ 2,180,572   $ 2,168,633  

MACQUARIE INFRASTRUCTURE COMPANY LLC

 
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
($ In Thousands, Except Share and Per Share Data)
 
  Quarter Ended

March 31, 2012

  Quarter Ended

March 31, 2011

 
Revenue
Revenue from product sales $ 172,954 $ 153,064
Revenue from product sales - utility 38,314 34,273
Service revenue 52,409 51,247
Financing and equipment lease income   1,179     1,287  
Total revenue   264,856     239,871  
Costs and expenses
Cost of product sales 119,381 105,325
Cost of product sales - utility 32,172 26,865
Cost of services 12,661 12,154
Selling, general and administrative 55,263 51,670
Fees to manager - related party 4,995 3,632
Depreciation 7,551 7,210
Amortization of intangibles   8,546     8,719  
Total operating expenses   240,569     215,575  
Operating income 24,287 24,296
Other income (expense)
Interest income 2 4
Interest expense(1) (13,007 ) (14,469 )
Equity in earnings and amortization charges of investee 9,501 8,362
Other expense, net   (52 )   (349 )
Net income before income taxes 20,731 17,844
Provision for income taxes   (6,521 )   (6,986 )
Net income $ 14,210 $ 10,858
Less: net income (loss) attributable to noncontrolling interests   118     (307 )
Net income attributable to MIC LLC $ 14,092   $ 11,165  
 
Basic income per share attributable to MIC LLC interest holders $ 0.30   $ 0.24  
 
Weighted average number of shares outstanding: basic   46,356,157     45,730,568  
 
Diluted income per share attributable to MIC LLC interest holders $ 0.30   $ 0.24  
 
Weighted average number of shares outstanding: diluted   46,379,291     45,762,557  
Cash dividends declared per share $ 0.20   $ 0.20  

_________________

(1) Interest expense includes non-cash gains on derivative instruments of $5.6 million and $5.5 million for the quarters ended March 31, 2012 and 2011, respectively.


MACQUARIE INFRASTRUCTURE COMPANY LLC
 
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
($ In Thousands)

Quarter Ended
March 31, 2012

 

Quarter Ended
March 31, 2011

       
 
Operating activities
Net income $ 14,210 $ 10,858
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization of property and equipment 9,225 8,857
Amortization of intangible assets 8,546 8,719
Equity in earnings and amortization charges of investee (9,501) (8,362)
Amortization of debt financing costs 978 1,030
Non-cash derivative gains (5,630) (5,510)
Base management fees settled in LLC interests 4,995 3,632
Equipment lease receivable, net 838 740
Deferred rent 74 90
Deferred taxes 5,768 6,054
Other non-cash expenses, net 559 663
Changes in other assets and liabilities:
Accounts receivable (8,227) (6,746)
Inventories 1,510 (845)
Prepaid expenses and other current assets (1,695) (2,320)
Due to manager - related party 11 (13)
Accounts payable and accrued expenses 3,080 4,479
Income taxes payable (113) 594
Other, net   (898)   (378)
Net cash provided by operating activities 23,730 21,542
 
Investing activities
Purchases of property and equipment (7,069) (7,162)
Proceeds from sale of investment 390 -
Other   26   (14)
Net cash used in investing activities (6,653) (7,176)
 
Financing activities
Proceeds from long-term debt 10,000 970
Proceeds from line of credit facilities - 2,000
Dividends paid to holders of LLC interests (9,268) -
Distributions paid to noncontrolling interests (1,525) (2,495)
Payment of long-term debt (6,583) (14,500)
Payment of notes and capital lease obligations   (97)   (40)
Net cash used in financing activities   (7,473)   (14,065)
 
Net change in cash and cash equivalents 9,604 301
Cash and cash equivalents, beginning of period   22,786   24,563
Cash and cash equivalents, end of period $ 32,390 $ 24,864
 
Supplemental disclosures of cash flow information
Non-cash investing and financing activities:
Accrued purchases of property and equipment $ 1,022 $ 1,789
Acquisition of equipment through capital leases $ 916 $ -
Issuance of LLC interests to manager for base management fees $ 4,222 $ 3,214
Taxes paid $ 865 $ 309
Interest paid $ 17,530 $ 18,959

 

CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS - MDA

 
  Quarter Ended March 31,     Change

Favorable/(Unfavorable)

  2012       2011       $     %  
($ In Thousands) (Unaudited)
Revenue  
Revenue from product sales $ 172,954 $ 153,064 19,890 13.0
Revenue from product sales - utility 38,314 34,273 4,041 11.8
Service revenue 52,409 51,247 1,162 2.3
Financing and equipment lease income   1,179     1,287     (108 ) (8.4 )
Total revenue   264,856     239,871     24,985   10.4
Costs and expenses
Cost of product sales 119,381 105,325 (14,056 ) (13.3 )
Cost of product sales - utility 32,172 26,865 (5,307 ) (19.8 )
Cost of services   12,661     12,154     (507 ) (4.2 )
Gross profit 100,642 95,527 5,115 5.4
Selling, general and administrative 55,263 51,670 (3,593 ) (7.0 )
Fees to manager - related party 4,995 3,632 (1,363 ) (37.5 )
Depreciation 7,551 7,210 (341 ) (4.7 )
Amortization of intangibles   8,546     8,719     173   2.0
Total operating expenses   76,355     71,231     (5,124 ) (7.2 )
Operating income 24,287 24,296 (9 ) -
Other income (expense)
Interest income 2 4 (2 ) (50.0 )
Interest expense(1) (13,007 ) (14,469 ) 1,462 10.1
Equity in earnings and amortization charges of investee 9,501 8,362 1,139 13.6
Other expense, net   (52 )   (349 )   297   85.1
Net income before income taxes 20,731 17,844 2,887 16.2
Provision for income taxes   (6,521 )   (6,986 )   465   6.7
Net income $ 14,210 $ 10,858 3,352 30.9
Less: net income (loss) attributable to noncontrolling interests   118     (307 )   (425 ) (138.4 )
Net income attributable to MIC LLC $ 14,092   $ 11,165     2,927   26.2
 
(1) Interest expense includes non-cash gains on derivative instruments of $5.6 million and $5.5 million for the
quarters ended March 31, 2012 and 2011, respectively.


MACQUARIE INFRASTRUCTURE COMPANY LLC

RECONCILIATION OF CONSOLIDATED NET INCOME

TO EBITDA EXCLUDING NON-CASH ITEMS AND CASH FROM

OPERATING ACTIVITIES TO FREE CASH FLOW
         
  Quarter Ended March 31,   Change

Favorable/(Unfavorable)

  2012     2011     $ %
($ In Thousands) (Unaudited)
Net income attributable to MIC LLC(1) $ 14,092 $ 11,165
Interest expense, net(2) 13,005 14,465
Provision for income taxes 6,521 6,986
Depreciation(3) 7,551 7,210
Depreciation - cost of services(3) 1,674 1,647
Amortization of intangibles(4) 8,546 8,719
Equity in earnings and amortization charges of investee(5) (9,501 ) (8,362 )
Base management fees settled/to be settled in LLC interests 4,995 3,632
Other non-cash expense, net   751     446      
EBITDA excluding non-cash items $ 47,634   $ 45,908     1,726 3.8
 
EBITDA excluding non-cash items $ 47,634 $ 45,908
Interest expense, net(2) (13,005 ) (14,465 )
Interest rate swap breakage fees(2) (248 ) (1,105 )
Non-cash derivative gains recorded in interest expense(2) (5,382 ) (4,405 )
Amortization of debt financing costs(2) 978 1,030
Equipment lease receivables, net 838 740
Provision for income taxes, net of changes in deferred taxes (753 ) (932 )
Changes in working capital   (6,332 )   (5,229 )
Cash provided by operating activities 23,730 21,542
Changes in working capital 6,332 5,229
Maintenance capital expenditures   (3,727 )   (3,162 )    
Free cash flow $ 26,335   $ 23,609     2,726 11.5

______________________________

(1) Net income attributable to MIC LLC excludes net income attributable to noncontrolling interests of $118,000 and net loss attributable to noncontrolling interests of $307,000 for the quarters ended March 31, 2012 and 2011, respectively.

(2) Interest expense, net, includes non-cash gains on derivative instruments, non-cash amortization of deferred financing fees and interest rate swap breakage fees.

(3) Depreciation - cost of services includes depreciation expense for District Energy, which is reported in cost of services in our consolidated condensed statements of operations. Depreciation and Depreciation - cost of services does not include acquisition-related step-up depreciation expense of $2.0 million and $1.7 million for the quarters ended March 31, 2012 and 2011, respectively, in connection with our investment in IMTT, which is reported in equity in earnings and amortization charges of investee in our consolidated condensed statements of operations.

(4) Amortization of intangibles does not include acquisition-related step-up amortization expense of $85,000 and $283,000 for the quarters ended March 31, 2012 and 2011, respectively, related to intangible assets in connection with our investment in IMTT, which is reported in equity in earnings and amortization charges of investee in our consolidated condensed statements of operations.

(5) Equity in earnings and amortization charges of investee 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 March 31,
2012   2011  

Change

Favorable/(Unfavorable)

$   $   $   %  
($ In Thousands) (Unaudited)
Revenue
Terminal revenue 111,617 106,015 5,602 5.3
Environmental response revenue 6,387   4,816   1,571   32.6
Total revenue 118,004 110,831 7,173 6.5
Costs and expenses
Terminal operating costs 46,472 46,049 (423 ) (0.9 )
Environmental response operating costs 5,156   4,731   (425 ) (9.0 )
Total operating costs 51,628 50,780 (848 ) (1.7 )
Terminal gross profit 65,145 59,966 5,179 8.6
Environmental response gross profit 1,231   85   1,146   NM
Gross profit 66,376 60,051 6,325 10.5
General and administrative expenses 7,459 7,863 404 5.1
Depreciation and amortization 16,907   15,675   (1,232 ) (7.9 )
Operating income 42,010 36,513 5,497 15.1
Interest expense, net(1) (6,591 ) (4,683 ) (1,908 ) (40.7 )
Other income 456 779 (323 ) (41.5 )
Provision for income taxes (14,367 ) (13,544 ) (823 ) (6.1 )
Noncontrolling interest (99 ) 25   (124 ) NM
Net income 21,409   19,090   2,319   12.1
 
Reconciliation of net income to EBITDA excluding non-cash items:
Net income 21,409 19,090
Interest expense, net(1) 6,591 4,683
Provision for income taxes 14,367 13,544
Depreciation and amortization 16,907 15,675
Other non-cash expenses (income) 188   (8 )  
EBITDA excluding non-cash items 59,462   52,984   6,478   12.2
 
EBITDA excluding non-cash items 59,462 52,984
Interest expense, net(1) (6,591 ) (4,683 )
Non-cash derivative gains recorded in interest expense(1) (2,679 ) (4,332 )
Amortization of debt financing costs(1) 805 811
Provision for income taxes, net of changes in deferred taxes (11,392 ) (7,888 )
Changes in working capital 14,173   1,632  
Cash provided by operating activities 53,778 38,524
Changes in working capital (14,173 ) (1,632 )
Maintenance capital expenditures (8,118 ) (8,514 )  
Free cash flow 31,487   28,378   3,109   11.0
_____________________
NM - Not meaningful
 
(1) Interest expense, net, includes non-cash gains on derivative instruments and non-cash amortization of deferred
financing fees.

 

The Gas Company

 
  Quarter Ended March 31,
2012   2011  

Change

Favorable/(Unfavorable)

$ $ $   %
($ In Thousands) (Unaudited)
Contribution margin
Revenue - non-utility 31,629 27,351 4,278 15.6
Cost of revenue - non-utility   15,573 16,057 484 3.0
Contribution margin - non-utility 16,056 11,294 4,762 42.2
Revenue - utility 38,314 34,273 4,041 11.8
Cost of revenue - utility 28,217 24,005 (4,212) (17.5)
Contribution margin - utility 10,097 10,268 (171) (1.7)
Total contribution margin 26,153 21,562 4,591 21.3
Production 2,006 1,676 (330) (19.7)
Transmission and distribution 5,448 4,398 (1,050) (23.9)
Gross profit 18,699 15,488 3,211 20.7
Selling, general and administrative expenses 5,257 4,217 (1,040) (24.7)
Depreciation and amortization 1,941 1,773 (168) (9.5)
Operating income 11,501 9,498 2,003 21.1
Interest expense, net(1) (1,891) (2,014) 123 6.1
Other expense (69) (152) 83 54.6
Provision for income taxes (3,799) (2,902) (897) (30.9)
Net income(2) 5,742 4,430 1,312 29.6
 
Reconciliation of net income to EBITDA excluding non-cash items:
Net income(2) 5,742 4,430
Interest expense, net(1) 1,891 2,014
Provision for income taxes 3,799 2,902
Depreciation and amortization 1,941 1,773
Other non-cash expenses 807 670  
EBITDA excluding non-cash items 14,180 11,789 2,391 20.3
 
EBITDA excluding non-cash items 14,180 11,789
Interest expense, net(1) (1,891) (2,014)
Non-cash derivative gains recorded in interest expense(1) (465) (276)
Amortization of debt financing costs(1) 120 119
Provision for income taxes, net of changes in deferred taxes (2,170) (2,285)
Changes in working capital (2,858) (4,415)
Cash provided by operating activities 6,916 2,918
Changes in working capital 2,858 4,415
Maintenance capital expenditures (1,764) (2,260)  
Free cash flow 8,010 5,073 2,937 57.9
_____________________
(1) Interest expense, net, includes non-cash gains on derivative instruments and non-cash amortization of deferred financing fees.

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


 

District Energy

       
Quarter Ended March 31,
2012   2011  

Change

Favorable/(Unfavorable)

$   $   $   %  
($ In Thousands) (Unaudited)
 
Cooling capacity revenue 5,495 5,331 164 3.1
Cooling consumption revenue 3,473 2,430 1,043 42.9
Other revenue 639 690 (51 ) (7.4 )
Finance lease revenue 1,179   1,287   (108 ) (8.4 )
Total revenue 10,786   9,738   1,048   10.8
Direct expenses — electricity 2,538 1,946 (592 ) (30.4 )
Direct expenses — other(1) 4,557   4,959   402   8.1
Direct expenses — total 7,095 6,905 (190 ) (2.8 )
Gross profit 3,691 2,833 858 30.3
Selling, general and administrative expenses 891 923 32 3.5
Amortization of intangibles 341   337   (4 ) (1.2 )
Operating income 2,459 1,573 886 56.3
Interest expense, net(2) (2,329 ) (2,259 ) (70 ) (3.1 )
Other income 57 56 1 1.8
Benefit for income taxes 10 347 (337 ) (97.1 )
Noncontrolling interest (211 ) (213 ) 2   0.9
Net loss (14 ) (496 ) 482   97.2
 
Reconciliation of net loss to EBITDA excluding non-cash items:
Net loss (14 ) (496 )
Interest expense, net(2) 2,329 2,259
Benefit for income taxes (10 ) (347 )
Depreciation(1) 1,674 1,647
Amortization of intangibles 341 337
Other non-cash expenses 29   38    
EBITDA excluding non-cash items 4,349   3,438   911   26.5
 
EBITDA excluding non-cash items 4,349 3,438
Interest expense, net(2) (2,329 ) (2,259 )
Non-cash derivative gains recorded in interest expense(2) (303 ) (361 )
Amortization of debt financing costs(2) 170 170
Equipment lease receivable, net 838 740
Benefit for income taxes, net of changes in deferred taxes 47 (45 )
Changes in working capital (1,825 ) 1,323  
Cash provided by operating activities 947 3,006
Changes in working capital 1,825 (1,323 )
Maintenance capital expenditures (87 ) (66 )  
Free cash flow 2,685   1,617   1,068   66.0
_____________________

(1) Includes depreciation expense of $1.7 million and $1.6 million for the quarters ended March 31, 2012 and 2011, respectively.

(2) Interest expense, net, includes non-cash gains on derivative instruments and non-cash amortization of deferred financing fees.


 

Atlantic Aviation

Quarter Ended March 31,
  2012   2011   Change

Favorable/(Unfavorable)

$ $ $   %
($ In Thousands) (Unaudited)
Revenue
Fuel revenue 141,325 125,713 15,612 12.4
Non-fuel revenue 42,802 42,796 6 -
Total revenue 184,127 168,509 15,618 9.3
Cost of revenue
Cost of revenue-fuel 100,308 86,054 (14,254) (16.6)
Cost of revenue-non-fuel 5,567 5,248 (319) (6.1)
Total cost of revenue 105,875 91,302 (14,573) (16.0)
Fuel gross profit 41,017 39,659 1,358 3.4
Non-fuel gross profit 37,235 37,548 (313) (0.8)
Gross profit 78,252 77,207 1,045 1.4
Selling, general and administrative expenses 43,944 45,051 1,107 2.5
Depreciation and amortization 13,815 13,819 4 -
Operating income 20,493 18,337 2,156 11.8
Interest expense, net(1) (8,785) (10,193) 1,408 13.8
Other expense (16) (227) 211 93.0
Provision for income taxes (4,710) (3,175) (1,535) (48.3)
Net income(2) 6,982 4,742 2,240 47.2
 
Reconciliation of net income to EBITDA excluding non-cash items:
Net income(2) 6,982 4,742
Interest expense, net(1) 8,785 10,193
Provision for income taxes 4,710 3,175
Depreciation and amortization 13,815 13,819
Other non-cash (income) expenses (141) 146  
EBITDA excluding non-cash items 34,151 32,075 2,076 6.5
 
EBITDA excluding non-cash items 34,151 32,075
Interest expense, net(1) (8,785) (10,193)
Interest rate swap breakage fees(1) (248) (1,105)
Non-cash derivative gains recorded in interest expense(1) (4,614) (3,768)
Amortization of debt financing costs(1) 688 741
Provision for income taxes, net of changes in deferred taxes (207) (495)
Changes in working capital 340 223
Cash provided by operating activities 21,325 17,478
Changes in working capital (340) (223)
Maintenance capital expenditures (1,876) (836)  
Free cash flow 19,109 16,419 2,690 16.4
_____________________
(1) Interest expense, net, includes non-cash gains on derivative instruments, non-cash amortization of deferred financing fees and interest rate swap breakage fees.

(2) Corporate allocation expense, intercompany fees and the 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 INCOME (LOSS) TO EBITDA
EXCLUDING NON-CASH ITEMS AND CASH FROM OPERATING ACTIVITIES TO FREE
CASH FLOW
   

For the Quarter Ended March 31, 2012

($ in Thousands) (Unaudited) IMTT 50% The Gas Company District Energy 50.01% Atlantic Aviation MIC Corporate Proportionately Combined(1) IMTT 100% District Energy 100%
 
Net income (loss) attributable to MIC LLC 10,705 5,742 (7 ) 6,982 (8,119 ) 15,303 21,409 (14 )
Interest expense, net(2) 3,296 1,891 1,165 8,785 - 15,136 6,591 2,329
Provision (benefit) for income taxes 7,184 3,799 (5 ) 4,710 (1,978 ) 13,709 14,367 (10 )
Depreciation 8,083 1,735 837 5,816 - 16,471 16,165 1,674
Amortization of intangibles 371 206 171 7,999 - 8,747 742 341
Base management fee paid in LLC interests - - - - 4,995 4,995 - -
Other non-cash expense (income), net 94   807   15   (141 ) 56   831   188   29  
EBITDA excluding non-cash items 29,731   14,180   2,175   34,151   (5,046 ) 75,191   59,462   4,349  
 
EBITDA excluding non-cash items 29,731 14,180 2,175 34,151 (5,046 ) 75,191 59,462 4,349
Interest expense, net(2) (3,296 ) (1,891 ) (1,165 ) (8,785 ) - (15,136 ) (6,591 ) (2,329 )
Interest rate swap breakage fees(2) - - - (248 ) - (248 ) - -
Non-cash derivative gains recorded in interest expense, net(2) (1,340 ) (465 ) (152 ) (4,614 ) - (6,570 ) (2,679 ) (303 )
Amortization of deferred finance charges(2) 403 120 85 688 - 1,296 805 170
Equipment lease receivables, net - - 419 - - 419 - 838
(Provision) benefit for income taxes, net of changes in deferred taxes (5,696 ) (2,170 ) 24 (207 ) 1,577 (6,472 ) (11,392 ) 47
Changes in working capital 7,087   (2,858 ) (913 ) 340   (1,989 ) 1,667   14,173   (1,825 )
Cash provided by (used in) operating activities 26,889 6,916 474 21,325 (5,458 ) 50,146 53,778 947
Changes in working capital (7,087 ) 2,858 913 (340 ) 1,989 (1,667 ) (14,173 ) 1,825
Maintenance capital expenditures (4,059 ) (1,764 ) (44 ) (1,876 ) -   (7,743 ) (8,118 ) (87 )
 
Free cash flow 15,744   8,010   1,343   19,109   (3,469 ) 40,736   31,487   2,685  
 
 

For the Quarter Ended March 31, 2011

($ in Thousands) (Unaudited) IMTT 50% The Gas Company District Energy 50.01% Atlantic Aviation MIC Corporate Proportionately Combined(1) IMTT 100% District Energy 100%
 
Net income (loss) attributable to MIC LLC 9,545 4,430 (248 ) 4,742 (5,873 ) 12,596 19,090 (496 )
Interest expense, net(2) 2,342 2,014 1,130 10,193 (1 ) 15,677 4,683 2,259
Provision (benefit) for income taxes 6,772 2,902 (174 ) 3,175 1,256 13,932 13,544 (347 )
Depreciation 7,573 1,567 824 5,643 - 15,607 15,146 1,647
Amortization of intangibles 265 206 169 8,176 - 8,815 529 337
Base management fee paid in LLC interests - - - - 3,632 3,632 - -
Other non-cash (income) expense, net (4 ) 670   19   146   (408 ) 423   (8 ) 38  
EBITDA excluding non-cash items 26,492   11,789   1,719   32,075   (1,394 ) 70,681   52,984   3,438  
 
EBITDA excluding non-cash items 26,492 11,789 1,719 32,075 (1,394 ) 70,681 52,984 3,438
Interest expense, net(2) (2,342 ) (2,014 ) (1,130 ) (10,193 ) 1 (15,677 ) (4,683 ) (2,259 )
Interest rate swap breakage fees(2) - - - (1,105 ) - (1,105 ) - -
Non-cash derivative gains recorded in interest expense, net(2) (2,166 ) (276 ) (181 ) (3,768 ) - (6,391 ) (4,332 ) (361 )
Amortization of deferred finance charges(2) 406 119 85 741 - 1,351 811 170
Equipment lease receivables, net - - 370 - - 370 - 740
(Provision) benefit for income taxes, net of changes in deferred taxes (3,944 ) (2,285 ) (23 ) (495 ) 1,893 (4,854 ) (7,888 ) (45 )
Changes in working capital 816   (4,415 ) 662   223   (2,360 ) (5,074 ) 1,632   1,323  
Cash provided by (used in) operating activities 19,262 2,918 1,503 17,478 (1,860 ) 39,301 38,524 3,006
Changes in working capital (816 ) 4,415 (662 ) (223 ) 2,360 5,074 (1,632 ) (1,323 )
Maintenance capital expenditures (4,257 ) (2,260 ) (33 ) (836 ) -   (7,386 ) (8,514 ) (66 )
 
Free cash flow 14,189   5,073   809   16,419   500   36,990   28,378   1,617  
___________________________
(1) Proportionately combined free cash flow is equal to the sum of free cash flow attributable to MIC's ownership interest in each of its operating businesses and MIC Corporate.
(2) Interest expense, net, includes non-cash gains on derivative instruments, non-cash amortization of deferred financing fees and interest rate swap breakage fees.

CONTACT:
Investor enquiries
Jay A. Davis
Investor Relations
Macquarie Infrastructure Company
(212) 231-1825
or
Media enquiries
Paula Chirhart
Corporate Communications
Macquarie Infrastructure Company
(212) 231-1310