10-Q/A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q/A
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
For the quarterly period ended June 30, 2006
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 |
For the transition period from to
Commission File Number: 001-32385
Macquarie Infrastructure Company Trust
(Exact name of registrant as specified in its charter)
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Delaware
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20-6196808 |
(State or Other Jurisdiction of Incorporation or
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(I.R.S. Employer Identification No.) |
Organization) |
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Commission File Number: 001-32384
Macquarie Infrastructure Company LLC
(Exact name of registrant as specified in its charter)
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Delaware
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43-2052503 |
(State or Other Jurisdiction of Incorporation or
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(I.R.S. Employer Identification No.) |
Organization) |
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125 West 55th Street, 22nd Floor
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10019 |
New York, New York
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(Zip Code) |
(Address of principal executive offices) |
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(212) 231-1000
(Registrants Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report): N/A
Indicate by check mark whether the registrants (1) have filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrants were required to file such reports), and
(2) have been subject to such filing requirements for the past 90 days.
Yesþ Noo
Indicate by check mark whether the registrants are collectively a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large
accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrants are collectively a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yeso Noþ
There were 27,212,165 shares of trust stock without par value outstanding at August 8, 2006.
TABLE OF CONTENTS
Investments in Macquarie Infrastructure Company Trust are not deposits with or other liabilities
of Macquarie Bank Limited or any of Macquarie Group company and are subject to investment risk,
including possible delays in repayment and loss of income and principal invested. Neither Macquarie
Bank Limited nor any other member company of the Macquarie Group guarantees the performance of
Macquarie Infrastructure Company Trust or the repayment of capital from Macquarie Infrastructure
Company Trust.
- 2 -
Overview
This Quarterly Report on Form 10-Q/A, or this
Amendment, is being filed for the purpose of amending and restating
our unaudited consolidated financial statements and other financial information contained
in our Quarterly Report on Form 10-Q that was originally filed with the Securities and Exchange Commission on August 9, 2006. The Amendment is being made to reflect
an accounting error in the treatment for interest rate and foreign
exchange derivative instruments that did not qualify for hedge
accounting during these periods. Regardless of the accounting
treatment reflected in our unaudited financial statements, we continue to believe that our various derivative instruments are economically effective to hedge our exposure to interest
and currency exchange rate fluctuations.
The change in the accounting treatment for these instruments is reflected as a non-cash
gain in other income in our income statement. The effect of the restatement on our consolidated balance sheet at the end of any of the reported periods
is immaterial and the restatement has no net effect on our operating income, cash from operations or consolidated statements of cash flows. See Note 18
to our unaudited consolidated financial statements for a more
detailed discussion of the nature of this error and the effect of this change in our accounting treatment on our financial information for the quarter and six months ended
June 30, 2006 and June 30, 2005.
This
Amendment also corrects our evaluation of disclosure controls and
procedures in Part I, Item 4 as
a result of our reassessment of material weaknesses in internal control over financial reporting. We also included as exhibits to this Amendment new
certifications of our principal executive officer and principal financial officer.
In light of the restatement, readers should no longer rely on our previously filed financial statements
and other financial information for the quarter and six months ended
June 30, 2006 and June 30, 2005.
Except as described above, no attempt has been made in this Amendment to amend or update other disclosures
presented in the Quarterly Report on Form 10-Q/A. Therefore, this Amendment does not reflect events occurring after the original filing on August 9, 2006 or amend or update
those disclosures, or related exhibits, affected by subsequent events. Accordingly, this Amendment should be read in conjunction with our other filings with the SEC subsequent
to the original filing of our Quarterly Report on Form 10-Q.
- 3 -
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MACQUARIE INFRASTRUCTURE COMPANY TRUST
CONSOLIDATED CONDENSED BALANCE SHEETS
As of June 30, 2006 and December 31, 2005
($ in thousands, except share amounts)
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June 30, 2006 |
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(unaudited) |
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December 31, 2005 |
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(restated) |
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Assets |
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Current assets: |
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|
|
|
|
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Cash and cash equivalents |
|
$ |
37,843 |
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|
$ |
115,163 |
|
Restricted cash |
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|
5,609 |
|
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|
1,332 |
|
Accounts receivable, less allowance for doubtful
accounts of $1,117 and $839, respectively |
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|
39,718 |
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|
21,150 |
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Dividends receivable |
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9,247 |
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|
2,365 |
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Other receivables |
|
|
4,531 |
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|
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Inventories |
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9,365 |
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|
1,981 |
|
Prepaid expenses |
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|
4,015 |
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|
4,701 |
|
Deferred income taxes |
|
|
2,115 |
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|
2,101 |
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Income tax receivable |
|
|
3,066 |
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|
3,489 |
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Other |
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9,446 |
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4,394 |
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|
|
|
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|
|
|
|
|
|
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|
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Total current assets |
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124,955 |
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|
156,676 |
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Property, equipment, land and leasehold improvements, net |
|
|
461,314 |
|
|
|
335,119 |
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|
|
|
|
|
|
|
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Restricted cash |
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|
18,722 |
|
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|
19,437 |
|
Equipment lease receivables |
|
|
42,449 |
|
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|
43,546 |
|
Investments in unconsolidated businesses |
|
|
431,764 |
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|
69,358 |
|
Investment, cost |
|
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37,971 |
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|
35,295 |
|
Securities, available for sale |
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|
72,462 |
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|
68,882 |
|
Related party subordinated loan |
|
|
21,147 |
|
|
|
19,866 |
|
Goodwill |
|
|
402,143 |
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|
281,776 |
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Intangible assets, net |
|
|
308,461 |
|
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|
299,487 |
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Deposits and deferred costs on acquisitions |
|
|
2,698 |
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|
14,746 |
|
Deferred financing costs, net of accumulated amortization |
|
|
16,503 |
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|
12,830 |
|
Fair value of derivative instruments |
|
|
21,348 |
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|
4,660 |
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Other |
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|
5,536 |
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|
1,620 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total assets |
|
$ |
1,967,473 |
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|
$ |
1,363,298 |
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|
|
|
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|
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Liabilities and stockholders equity |
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Current liabilities: |
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Due to manager |
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$ |
3,829 |
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$ |
2,637 |
|
Accounts payable |
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|
24,888 |
|
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|
11,535 |
|
Accrued expenses |
|
|
15,165 |
|
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|
13,994 |
|
Current portion of notes payable and capital leases |
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|
5,832 |
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|
2,647 |
|
Current portion of long-term debt |
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|
2,146 |
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|
146 |
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Other |
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9,366 |
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|
|
3,639 |
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|
|
|
|
|
|
|
|
|
|
|
|
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|
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Total current liabilities |
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|
61,226 |
|
|
|
34,598 |
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|
|
|
|
|
|
|
|
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|
June 30, 2006 |
|
|
|
|
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(unaudited) |
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December 31, 2005 |
|
Capital leases and notes payable, net of current portion |
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|
3,259 |
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|
2,864 |
|
Long-term debt, net of current portion |
|
|
1,044,797 |
|
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|
610,848 |
|
Related party long-term debt |
|
|
20,168 |
|
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|
18,247 |
|
Deferred income taxes |
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|
228,933 |
|
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|
113,794 |
|
Income tax liability |
|
|
4,306 |
|
|
|
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|
Fair value of derivative instruments |
|
|
606 |
|
|
|
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Other |
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|
21,279 |
|
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|
6,342 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total liabilities |
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|
1,384,574 |
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786,693 |
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|
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|
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Minority interests |
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|
8,811 |
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|
8,940 |
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|
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Stockholders equity: |
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Trust stock, no par value; 500,000,000 authorized;
27,212,165 shares issued and outstanding at June 30,
2006 and 27,050,745 shares issued and outstanding at
December 31, 2005 |
|
|
560,549 |
|
|
|
583,023 |
|
Accumulated other comprehensive income (loss) |
|
|
(1,067) |
|
|
|
(12,966 |
) |
Accumulated
gain (deficit) |
|
|
14,606 |
|
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|
(2,392 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Total stockholders equity |
|
|
574,088 |
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|
|
567,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
1,967,473 |
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|
$ |
1,363,298 |
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|
|
|
|
|
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|
See accompanying notes to the consolidated condensed financial statements.
- 4 -
MACQUARIE INFRASTRUCTURE COMPANY TRUST
CONDENSED CONSOLIDATED INCOME STATEMENTS
For the Quarters and Six Months Ended June 30, 2006 and 2005
(Unaudited)
($ in thousands, except share and per share data)
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Quarter Ended |
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|
Six Months Ended |
|
|
|
June 30, 2006 |
|
|
June 30, 2005 |
|
|
June 30, 2006 |
|
|
June 30, 2005 |
|
|
|
(restated) |
|
|
(restated) |
|
Revenues |
|
|
|
|
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|
|
|
|
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|
|
|
|
|
|
Revenue from product sales |
|
$ |
56,922 |
|
|
$ |
34,150 |
|
|
$ |
98,914 |
|
|
$ |
64,391 |
|
Service revenue |
|
|
47,726 |
|
|
|
37,038 |
|
|
|
90,630 |
|
|
|
71,190 |
|
Financing and equipment lease income |
|
|
1,285 |
|
|
|
1,331 |
|
|
|
2,583 |
|
|
|
2,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
105,933 |
|
|
|
72,519 |
|
|
|
192,127 |
|
|
|
138,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product sales |
|
|
36,010 |
|
|
|
19,708 |
|
|
|
61,279 |
|
|
|
36,803 |
|
Cost of services |
|
|
22,632 |
|
|
|
19,493 |
|
|
|
43,664 |
|
|
|
36,566 |
|
Selling, general and administrative |
|
|
24,294 |
|
|
|
18,941 |
|
|
|
48,244 |
|
|
|
38,286 |
|
Fees to manager |
|
|
3,718 |
|
|
|
2,209 |
|
|
|
10,196 |
|
|
|
4,152 |
|
Depreciation |
|
|
2,121 |
|
|
|
1,420 |
|
|
|
3,831 |
|
|
|
2,747 |
|
Amortization of intangibles |
|
|
3,580 |
|
|
|
3,235 |
|
|
|
7,026 |
|
|
|
6,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
92,355 |
|
|
|
65,006 |
|
|
|
174,240 |
|
|
|
124,874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
13,578 |
|
|
|
7,513 |
|
|
|
17,887 |
|
|
|
13,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income |
|
|
2,351 |
|
|
|
6,184 |
|
|
|
5,002 |
|
|
|
6,184 |
|
Interest income |
|
|
1,180 |
|
|
|
1,231 |
|
|
|
2,882 |
|
|
|
2,330 |
|
Interest expense |
|
|
(15,604 |
) |
|
|
(7,511 |
) |
|
|
(31,267 |
) |
|
|
(15,269 |
) |
Equity in earnings (loss) and
amortization charges of investees |
|
|
3,115 |
|
|
|
(1,139 |
) |
|
|
5,568 |
|
|
|
514 |
|
Unrealized
gain (loss) on derivative instruments |
|
|
6,487 |
|
|
|
(2,305 |
) |
|
|
20,162 |
|
|
|
2,038 |
|
Other income (expense), net |
|
|
94 |
|
|
|
261 |
|
|
|
(73 |
) |
|
|
(654 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before income taxes and
minority interests |
|
|
11,201 |
|
|
|
4,234 |
|
|
|
20,161 |
|
|
|
8,523 |
|
Income tax expense |
|
|
1,618 |
|
|
|
579 |
|
|
|
3,011 |
|
|
|
579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before minority interests |
|
|
9,583 |
|
|
|
3,655 |
|
|
|
17,150 |
|
|
|
7,944 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests |
|
|
146 |
|
|
|
306 |
|
|
|
152 |
|
|
|
357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
9,437 |
|
|
$ |
3,349 |
|
|
$ |
16,998 |
|
|
$ |
7,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income per share: |
|
$ |
0.35 |
|
|
$ |
0.12 |
|
|
$ |
0.63 |
|
|
$ |
0.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares
of trust stock outstanding: basic |
|
|
27,062,201 |
|
|
|
26,960,560 |
|
|
|
27,056,505 |
|
|
|
26,786,298 |
|
Diluted income per share: |
|
$ |
0.35 |
|
|
$ |
0.12 |
|
|
$ |
0.63 |
|
|
$ |
0.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares
of trust stock outstanding: diluted |
|
|
27,073,016 |
|
|
|
26,984,160 |
|
|
|
27,069,835 |
|
|
|
26,798,163 |
|
Cash dividends declared per share |
|
$ |
0.50 |
|
|
$ |
0.5877 |
|
|
$ |
1.00 |
|
|
$ |
0.5877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying
notes to the consolidated condensed financial statements.
- 5 -
MACQUARIE INFRASTRUCTURE COMPANY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2006 and 2005
(Unaudited)
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, 2006 |
|
|
June 30, 2005 |
|
|
|
(restated) |
|
|
(restated) |
|
Operating activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
16,998 |
|
|
$ |
7,587 |
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization of property and equipment |
|
|
8,290 |
|
|
|
6,632 |
|
Amortization of intangible assets |
|
|
7,026 |
|
|
|
6,320 |
|
Loss on disposal of equipment |
|
|
47 |
|
|
|
|
|
Equity in (earnings) loss and amortization charges of investee |
|
|
(3,202 |
) |
|
|
1,378 |
|
Amortization of finance charges |
|
|
1,806 |
|
|
|
553 |
|
Non cash
derivative gain, net of non cash interest expense |
|
|
(15,734 |
) |
|
|
(2,038 |
) |
Accretion of asset retirement obligation |
|
|
110 |
|
|
|
|
|
Deferred rent |
|
|
1,205 |
|
|
|
1,184 |
|
Deferred revenue |
|
|
100 |
|
|
|
73 |
|
Deferred taxes |
|
|
(2,444 |
) |
|
|
|
|
Minority interests |
|
|
152 |
|
|
|
357 |
|
Noncash compensation |
|
|
598 |
|
|
|
266 |
|
Post retirement obligations |
|
|
88 |
|
|
|
|
|
Other noncash expenses |
|
|
|
|
|
|
221 |
|
Accrued interest expense on subordinated debt related party |
|
|
522 |
|
|
|
519 |
|
Accrued interest income on subordinated debt related party |
|
|
(424 |
) |
|
|
(480 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Restricted cash |
|
|
(177 |
) |
|
|
|
|
Accounts receivable |
|
|
(2,222 |
) |
|
|
(4,546 |
) |
Equipment lease receivable, net |
|
|
994 |
|
|
|
789 |
|
Dividend receivable |
|
|
145 |
|
|
|
|
|
Inventories |
|
|
1,353 |
|
|
|
496 |
|
Prepaid expenses and other current assets |
|
|
1,930 |
|
|
|
2,650 |
|
Accounts payable and accrued expenses |
|
|
(4,425 |
) |
|
|
(3,176 |
) |
Income taxes payable |
|
|
4,729 |
|
|
|
|
|
Due to manager |
|
|
5,326 |
|
|
|
1,976 |
|
Other |
|
|
610 |
|
|
|
(17 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
23,401 |
|
|
|
20,744 |
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
Acquisition of businesses and investments, net of cash acquired |
|
|
(501,104 |
) |
|
|
(49,594 |
) |
Additional costs of acquisitions |
|
|
(6 |
) |
|
|
(72 |
) |
Goodwill adjustment |
|
|
|
|
|
|
694 |
|
Deposits and deferred costs on future acquisitions |
|
|
(1,134 |
) |
|
|
|
|
Purchases of property and equipment |
|
|
(4,912 |
) |
|
|
(3,364 |
) |
Proceeds received on subordinated loan |
|
|
611 |
|
|
|
686 |
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(506,545 |
) |
|
|
(51,650 |
) |
- 6 -
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, 2006 |
|
|
June 30, 2005 |
|
|
|
(restated) |
|
|
(restated) |
|
Financing activities |
|
|
|
|
|
|
|
|
Proceeds from long-term debt |
|
|
160,000 |
|
|
|
32,000 |
|
Proceeds
from line of credit facilities |
|
|
277,901 |
|
|
|
543 |
|
Distributions paid to shareholders |
|
|
(27,059 |
) |
|
|
(15,898 |
) |
Debt financing costs |
|
|
(4,756 |
) |
|
|
(1,674 |
) |
Distributions paid to minority shareholders |
|
|
(282 |
) |
|
|
|
|
Payment of long-term debt |
|
|
(72 |
) |
|
|
(47 |
) |
Offering costs |
|
|
|
|
|
|
(1,934 |
) |
Restricted cash |
|
|
715 |
|
|
|
(1,077 |
) |
Payment of notes and capital lease obligations |
|
|
(990 |
) |
|
|
(678 |
) |
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
405,457 |
|
|
|
11,235 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
|
367 |
|
|
|
(78 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
(77,320 |
) |
|
|
(19,749 |
) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
|
115,163 |
|
|
|
140,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
37,843 |
|
|
$ |
120,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Noncash investing and financing activity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued purchases of property and equipment |
|
$ |
1,263 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued deposits and deferred costs on acquisitions |
|
$ |
2,639 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property through capital leases |
|
$ |
1,667 |
|
|
$ |
1,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of trust stock to manager for payment of March 2006
and December 2004 performance fees, respectively |
|
$ |
4,134 |
|
|
$ |
12,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of trust stock to independent directors |
|
$ |
450 |
|
|
$ |
191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes paid |
|
$ |
492 |
|
|
$ |
609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
24,225 |
|
|
$ |
14,357 |
|
|
|
|
|
|
|
|
See accompanying notes to the consolidated condensed financial statements.
- 7 -
MACQUARIE INFRASTRUCTURE COMPANY TRUST
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Description of Business
Macquarie Infrastructure Company Trust, or the Trust, a Delaware statutory trust, was formed on
April 13, 2004. Macquarie Infrastructure Company LLC, or the Company, a Delaware limited
liability company, was also formed on April 13, 2004. Prior to December 21, 2004, the Trust was a
wholly-owned subsidiary of Macquarie Infrastructure Management (USA) Inc., or MIMUSA. MIMUSA, the
Companys Manager, is a subsidiary of the Macquarie Group of companies, which is comprised of
Macquarie Bank Limited and its subsidiaries and affiliates worldwide. Macquarie Bank Limited is
headquartered in Australia and is listed on the Australian Stock Exchange.
The Trust and the Company were formed to own, operate and invest in a diversified group of
infrastructure businesses in the United States and other developed countries. The Company is the
operating entity with a Board of Directors and other corporate governance responsibilities
generally consistent with that of a Delaware corporation.
During the six months ended June 30, 2006, the Companys major acquisitions were as follows:
(i) On May 1, 2006, Macquarie Infrastructure Company Inc., or MIC Inc., a wholly-owned
subsidiary of the Company, completed its acquisition of 50% of the shares in IMTT Holdings Inc.,
the holding company for a bulk liquid storage terminal business operating as International-Matex
Tank Terminals, or IMTT.
(ii) On June 7, 2006, MIC Inc. acquired The Gas Company, or TGC, a Hawaii limited liability
company which owns and operates the sole regulated gas production and distribution business in
Hawaii, as well as a propane sales and distribution business in Hawaii.
The Company owns airport services, airport parking, district energy and gas utility businesses and
an interest in a bulk liquid storage terminal business, through the Companys wholly-owned
subsidiary, MIC Inc. The investments in Macquarie Communications Infrastructure Group, a listed
Australian communications fund, South East Water, a water utility
company and a business that
operates a toll road in the United Kingdom are owned by the Company through separate Delaware limited liability
companies.
2. Basis of Presentation
The accompanying unaudited consolidated condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States and in accordance
with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial
information. Accordingly, they do not include all of the information and notes required by
accounting principles generally accepted in the United States for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating results for the quarter
and six months ended June 30, 2006 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2006.
The consolidated balance sheet at December 31, 2005 has been derived from audited financial
statements but does not include all of the information and notes required by accounting principles
generally accepted in the United States for complete financial statements.
The interim financial information contained herein should be read in conjunction with the
consolidated financial statements and notes thereto for the year ended December 31, 2005 included
in the Companys Annual Report on Form 10 K/A.
3. Significant Accounting Policies
Included below are certain significant accounting polices, relating to TGC, which was acquired on
June 7, 2006. These policies should be read in conjunction with TGCs audit report included in Form
8-K/A filed on June 27, 2006.
Regulatory Assets and Liabilities
The regulated utility operations of TGC are subject to regulations with respect to rates, service,
maintenance of accounting records, and various other matters by the Hawaii Public Utilities
Commission, or HPUC. The established accounting policies recognize the financial effects of the
ratemaking and accounting practices and policies of the HPUC. Regulated utility operations are
subject to the provisions of SFAS No. 71, Accounting for the Effects of Certain Types of
Regulation. SFAS No. 71 requires regulated entities to disclose in their financial statements the authorized recovery of costs associated with regulatory
decisions. Accordingly, certain costs that otherwise would normally be charged to expense may, in
certain instances, be recorded as an asset in a regulated entitys balance sheet. TGC records
regulatory assets for costs that have been deferred for which future recovery through customer
rates has been approved by the HPUC. Regulatory liabilities are recorded when it is probable that
revenues will be reduced for amounts that will be credited to the customers through the rate-making
process as approved by the HPUC.
- 8 -
TGC continuously monitors the applicability of SFAS No. 71. SFAS No. 71 may, at some future date,
be deemed inapplicable because of changes in the regulatory and competitive environments and/or
decision by TGC to accelerate deployment of new technologies. If TGC were to discontinue the
application of SFAS No. 71, TGC would be required to write off its regulatory assets and regulatory
liabilities and would be required to adjust the carrying amount of any other assets, including
property, plant and equipment, that would be deemed not recoverable related to these affected
operations. TGC believes its regulated operations continue to meet the criteria of SFAS No. 71 and
that the carrying value of its regulated property, plant and equipment is recoverable in accordance
with established HPUC ratemaking practices.
Revenue Recognition
TGC recognizes revenue when the services are provided. Sales of gas to customers are billed on a
monthly cycle basis. Earned but unbilled revenue is accrued for and included in accounts receivable
and revenue, based on the amount of gas that is delivered but not billed to customers from the
latest meter reading or billed delivery date to the end of an accounting period, and the related
costs are charged to expense. Most revenue is based upon consumption, however, certain revenue is
based upon a flat rate.
Union Pension Plan
TGC maintains a union pension plan, Pension Plan for Classified Employees of GASCO, Inc., or the
Plan, and continues to accrue benefits pursuant to the terms of the applicable collective
bargaining agreement. The Plan is non-contributory and covers all union employees who have met
certain service and age requirements. The benefits are based on a flat rate per year of service and
date of employment termination. Future contributions will be made to meet ERISA funding
requirements. The Plans trustee, First Hawaiian Bank, handles the Plans assets and invests them
in a diversified portfolio of equity and fixed-income securities. The
projected benefit
obligation and the fair value of Plan assets at April 30, 2006 was $27.8 million and $24.0 million,
respectively. In addition the discount rate used was 6.25%. Additional information about the Plan
is included in the Companys Form 8-K/A filed on June 27, 2006.
Recently Issued Accounting Standards
In May 2005, the Financial Accounting Standards Board, or FASB, issued SFAS No. 154, Accounting
Changes and Error Corrections, which replaces APB Opinion No. 20, Accounting Changes, and SFAS No.
3, Reporting Accounting Changes in Interim Financial Statements, and provides guidance on the
accounting for and reporting of accounting changes and error corrections. SFAS No. 154 applies to
all voluntary changes in accounting principle and requires retrospective application (a term
defined by the statement) to prior periods financial statements, unless it is impracticable to
determine the effect of a change. It also applies to changes required by an accounting
pronouncement that does not include specific transition provisions. In addition, SFAS No. 154
redefines restatement as the revising of previously issued financial statements to reflect the
correction of an error. The statement is effective for accounting changes and corrections of errors
made in fiscal years beginning after December 15, 2005. The Company adopted SFAS No. 154 on January
1, 2006 and there was no material impact from this adoption.
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, or the Interpretation. The Interpretation requires that realization of an uncertain income
tax position must be more likely than not (i.e., greater than 50% likelihood of receiving a
benefit) before it can be recognized in the financial statements. Further, the Interpretation
prescribes the benefit to be recorded in the financial statements as the amount most likely to be
realized assuming a review by tax authorities having all relevant information and applying current
conventions. The Interpretation also clarifies the financial statement classification of
tax-related penalties and interest and sets forth new disclosures regarding unrecognized tax
benefits. The Interpretation is effective in the first quarter 2007 and the Company plans to adopt
the Interpretation when required. The Interpretation is currently being evaluated for its full
impact. At this time, the Company believes it has properly and adequately provided for all income
tax positions and therefore expects minimal impact from adopting the Interpretation.
Derivative
Instruments
The
Company accounts for derivatives and hedging activities in accordance
with FASB Statement No. 133, Accounting for Derivative Instruments
and Certain Hedging Activities, as amended (SFAS 133), which requires that
all derivative instruments be recorded on the balance sheet at their
respective fair values.
For all
derivatives eligible for hedge accounting, on the date a derivative
contract is entered into, the Company designates
the derivative as either a hedge of the fair value of a recognized
asset or liability or of an unrecognized firm commitment (fair value
hedge), a hedge of a forecasted transaction or the variability of
cash flows to be received or paid related to a recognized asset or
liability (cash flow hedge), a foreign-currency fair-value or
cash-flow hedge (foreign currency hedge). For all hedging
relationships the Company formally documents the hedging
relationship and its risk-management objective and strategy for
undertaking the hedge, the hedging instrument, the item, the nature
of the risk being hedged, how the hedging instrument's effectiveness
in offsetting the hedged risk will be assessed, and a description of
the method of measuring ineffectiveness. This process includes
linking all derivatives that are designated as fair-value, cash-flow,
or foreign-currency hedges to specific assets and liabilities on the
balance sheet or to specific firm commitments or forecasted
transactions. The Company also formally assesses, both at the hedge's
inception and on an ongoing basis, whether the derivatives that are
used in hedging transactions are highly effective in offsetting
changes in fair values or cash flows of hedged items. Changes in the
fair value of a derivative that is highly effective and that is
designated and qualifies as a fair-value hedge, along with the loss
or gain on the hedged asset or liability or unrecognized firm
commitment of the hedged item that is attributable to the hedged
risk, are recorded in earnings. Changes in the fair value of a
derivative that is highly effective and that is designated and
qualifies as a cash-flow hedge are recorded in other comprehensive
income to the extent that the derivative is effective as a hedge,
until earnings are affected by the variability in cash flows of the
designated hedged item. Changes in the fair value of derivatives that
are highly effective as hedges and that are designated and qualify as
foreign-currency hedges are recorded in either earnings or other
comprehensive income, depending on whether the hedge transaction is a
fair-value hedge or a cash-flow hedge. The ineffective portion of the
change in fair value of a derivative instrument that qualifies as
either a fair-value hedge or a cash-flow hedge is reported in
earnings.
The
Company discontinues hedge accounting prospectively when it is
determined that the derivative is no longer effective in offsetting
changes in the fair value or cash flows of the hedged item, the
derivative expires or is sold, terminated, or exercised, the
derivative is no longer designated as a hedging instrument, because
it is unlikely that a forecasted transaction will occur, a hedged
firm commitment no longer meets the definition of a firm commitment,
or management determines that designation of the derivative as a
hedging instrument is no longer appropriate.
In all
situations in which hedge accounting is discontinued or when the
Company elects not to elect hedge accounting, the Company continues
to carry the derivative at its fair value on the balance sheet and
recognizes any subsequent changes in its fair value in earnings. When
hedge accounting is discontinued because it is determined that the
derivative no longer qualifies as an effective fair-value hedge, the
Company no longer adjusts the hedged asset or liability for changes
in fair value. The adjustment of the carrying amount of the hedged
asset or liability is accounted for in the same manner as other
components of the carrying amount of that asset or liability. When
hedge accounting is discontinued because the hedged item no longer
meets the definition of a firm commitment, the Company removes any
asset or liability that was recorded pursuant to recognition of the
firm commitment from the balance sheet, and recognizes any gain or
loss in earnings. When hedge accounting is discontinued because it is
probable that a forecasted transaction will not occur, the Company
recognizes immediately in earnings gains and losses that were
accumulated in other comprehensive income.
As discussed in Note 18, the Companys derivatives did not
qualify for hedge accounting for the quarter and six months ended June
30, 2006 and June 30, 2005. Changes in the fair value of these derivatives are recorded
as unrealized gains (loss) in the consolidated income statement.
- 9 -
4. Earnings Per Share
The following is a reconciliation of the basic and diluted number of shares used in computing
earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Weighted average number of shares of trust
stock outstanding: basic |
|
|
27,062,201 |
|
|
|
26,960,560 |
|
|
|
27,056,505 |
|
|
|
26,786,298 |
|
Dilutive effect of restricted stock unit grants |
|
|
10,815 |
|
|
|
23,600 |
|
|
|
13,330 |
|
|
|
11,865 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares of trust
stock outstanding: diluted |
|
|
27,073,016 |
|
|
|
26,984,160 |
|
|
|
27,069,835 |
|
|
|
26,798,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The effect of potentially dilutive shares is calculated by assuming that the restricted stock unit
grants issued to the independent directors had been fully converted to shares on the date of
vesting.
5. Acquisitions
The Gas Company
On June 7, 2006, the Company, through a wholly-owned subsidiary, completed its acquisition of K-1
HGC Investment, L.L.C. (subsequently renamed Macquarie HGC Investment LLC), which owns HGC Holdings
LLC, or HGC, and The Gas Company, LLC, or TGC.
TGC is Hawaiis only full-service gas-energy company. TGC provides both utility (regulated) and
non-utility (unregulated) gas distribution services on the six primary islands in the state of
Hawaii. The utility business includes production, distribution and sales of Synthetic Natural Gas,
or SNG, on the island of Oahu and distribution and sale of Liquefied Petroleum Gas, or LPG, to
customers on all six major Hawaiian islands. This acquisition enabled the Company to enter the gas
utility and services business as an established competitor with an existing customer base and
corporate infrastructure.
The cost
of the acquisition, including working capital adjustments and
transaction costs was $267.8 million. In addition, the Company
incurred financing costs and integration expenses of approximately
$3.4 million and $261,000, respectively. The purchase price was
reduced by a working capital adjustment due from the seller of
approximately $4.4 million. This amount is recorded as other
receivables in the accompanying consolidated condensed balance sheet
at June 30, 2006. The acquisition was funded with $160.0 million of new
subsidiary-level debt, $99.0 million of funds drawn by MIC Inc. under the revolving portion of its
acquisition credit facility and the balance was funded with cash.
Macquarie Securities (USA) Inc., or MSUSA, a subsidiary of Macquarie Bank Limited, acted as
financial advisor to the Company on the transaction, including the debt financing arrangements, for
which it received approximately $5.0 million for fees and expenses (included in the transaction and
financing costs discussed above).
The acquisition has been accounted for under the purchase method of accounting. Accordingly, the
results of operations of TGC are included in the accompanying consolidated condensed income
statement since June 7, 2006.
The preliminary allocation of the purchase price, including transaction costs, was as follows (in
thousands):
|
|
|
|
|
Current assets |
|
$ |
42,297 |
|
Property, equipment and leasehold improvements |
|
|
127,075 |
|
Intangible assets: |
|
|
|
|
Customer relationships |
|
|
7,400 |
|
Trade name |
|
|
8,500 |
|
Real estate leases |
|
|
100 |
|
Goodwill |
|
|
120,361 |
|
Other assets |
|
|
3,633 |
|
|
|
|
|
Total assets acquired |
|
|
309,366 |
|
Current liabilities |
|
|
19,867 |
|
Deferred income taxes |
|
|
13,227 |
|
Other liabilities |
|
|
12,948 |
|
|
|
|
|
Net assets acquired |
|
$ |
263,324 |
|
|
|
|
|
- 10 -
The Company paid more than the fair value of the underlying net assets as a result of the
expectation of its ability to earn a higher rate of return from the acquired business than would be
expected if those net assets had to be acquired or developed separately. The value of the acquired
intangible assets was determined by taking into account risks related to the characteristics and
applications of the assets, existing and future markets and analyses of expected future cash flows
to be generated by the business.
The Company allocated $7.4 million of the purchase price to customer relationships in accordance
with EITF 02-17, Recognition of Customer Relationship Intangible Assets Acquired in a Business
Combination. The Company will amortize the amount allocated to customer relationships over a
nine-year period.
International-Matex Tank Terminals
On May 1, 2006, the Company, through a wholly-owned subsidiary, completed its purchase of newly
issued common stock of IMTT Holdings, Inc., formerly known as Loving Enterprises, Inc., for a
purchase price of $250.0 million plus approximately $7.0 million in transaction related costs. As a
result of the closing of the transaction, the Company owns 50% of IMTT Holdings issued and
outstanding common stock. The balance of the common stock of IMTT Holdings continues to be held by
the shareholders who held 100% of IMTT Holdings stock prior to the Companys acquisition.
IMTT Holdings is the ultimate holding company for a group of companies and partnerships that own
International-Matex Tank Terminals, or IMTT. IMTT is the owner and operator of eight bulk liquid
storage terminals in the United States and the part owner and operator of two bulk liquid storage
terminals in Canada. IMTT is one of the largest companies in the bulk liquid storage terminal
industry in the United States, based on capacity.
IMTT Holdings distributed as a dividend $100.0 million of the proceeds from the newly-issued stock,
to the shareholders who held 100% of IMTT Holdings stock prior to the Companys acquisition. The
remaining $150.0 million, less approximately $5.0 million that was used to pay fees and expenses
incurred by IMTT in connection with the transaction, will be used ultimately to finance additional
investment in existing and new facilities.
The Company financed the investment and the associated transaction costs with $82.0 million of
available cash and $175.0 million of borrowings under the revolving acquisition facility of MIC
Inc.
MSUSA acted as financial advisor to the Company on the transaction for which it received fees
totaling $4.2 million.
The investment in IMTT has been accounted for under the equity method of accounting.
Pro Forma Information
The following unaudited pro forma information summarizes the results of operations for the six
months ended June 30, 2006 as if the acquisitions of TGC and IMTT had been completed as of January
1, 2006. The pro forma data give effect to actual operating results prior to the acquisitions and
adjustments to interest expense, amortization, depreciation and income taxes. No effect has been
given to cost reductions or operating synergies in this presentation. These pro forma amounts do
not purport to be indicative of the results that would have actually been achieved if the
acquisitions had occurred as of the beginning of the periods presented or that may be achieved in
the future.
Pro forma consolidated revenues and net income for the six months ended June 30, 2006, if the
acquisitions of TGC and IMTT had occurred on January 1, 2006, would have been $264.1 million and
$20.3, respectively. Basic and diluted earnings per
share would have been $0.75 if such
acquisitions had occurred on January 1, 2006.
- 11 -
6. Property, Equipment, Land and Leasehold Improvements
Property, equipment, land and leasehold improvements consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, 2006 |
|
|
December 31, |
|
|
|
(unaudited) |
|
|
2005 |
|
Land |
|
$ |
63,358 |
|
|
$ |
62,520 |
|
Easements |
|
|
9,861 |
|
|
|
5,624 |
|
Buildings |
|
|
35,559 |
|
|
|
32,866 |
|
Leasehold and land improvements |
|
|
123,104 |
|
|
|
108,726 |
|
Machinery and equipment |
|
|
242,008 |
|
|
|
132,196 |
|
Furniture and fixtures |
|
|
4,628 |
|
|
|
1,920 |
|
Construction in progress |
|
|
10,423 |
|
|
|
3,486 |
|
Property held for future use |
|
|
1,374 |
|
|
|
1,196 |
|
Other |
|
|
1,471 |
|
|
|
764 |
|
|
|
|
|
|
|
|
|
|
|
491,786 |
|
|
|
349,298 |
|
Less: Accumulated depreciation |
|
|
(30,472 |
) |
|
|
(14,179 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, equipment, land and leasehold improvements, net |
|
$ |
461,314 |
|
|
$ |
335,119 |
|
|
|
|
|
|
|
|
7. Intangible Assets
Intangible assets consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
Average Life |
|
|
June 30, 2006 |
|
|
December 31, |
|
|
|
(Years) |
|
|
(unaudited) |
|
|
2005 |
|
Contractual arrangements |
|
|
32 |
|
|
$ |
237,572 |
|
|
$ |
237,572 |
|
Non-compete agreements |
|
|
2.8 |
|
|
|
4,835 |
|
|
|
4,835 |
|
Customer relationships |
|
|
9.6 |
|
|
|
34,040 |
|
|
|
26,640 |
|
Leasehold rights |
|
|
13.5 |
|
|
|
8,360 |
|
|
|
8,259 |
|
Trade names |
|
Indefinite (1) |
|
|
34,674 |
|
|
|
26,175 |
|
Domain names |
|
Indefinite (1) |
|
|
8,307 |
|
|
|
8,307 |
|
Technology |
|
|
5 |
|
|
|
460 |
|
|
|
460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
328,248 |
|
|
|
312,248 |
|
Less: Accumulated amortization |
|
|
|
|
|
|
(19,787 |
) |
|
|
(12,761 |
) |
|
|
|
|
|
|
|
|
|
|
|
Intangible assets, net |
|
|
|
|
|
$ |
308,461 |
|
|
$ |
299,487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Trade names of $500,000 and domain names of $320,000 are being amortized over a period of 1.5
years and 4 years, respectively. |
- 12 -
8. Long-Term Debt
The Company capitalizes its operating businesses separately using non-recourse, project finance
style debt. At June 30, 2006, the Company had no indebtedness outstanding at the MIC LLC or Trust
level. Indebtedness at the MIC Inc. level is discussed below.
Long-term debt consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, 2006 |
|
|
|
|
|
|
(unaudited) |
|
|
December 31, 2005 |
|
MIC Inc. acquisition facility (1) |
|
$ |
274,022 |
|
|
$ |
|
|
Airport services debt (2) |
|
|
300,000 |
|
|
|
300,000 |
|
MDE senior notes (3) |
|
|
120,000 |
|
|
|
120,000 |
|
PCAA
(various) loan payable (4) |
|
|
125,448 |
|
|
|
125,448 |
|
PCAA Chicago
loan payable (4) |
|
|
4,523 |
|
|
|
4,574 |
|
PCAA SP loan
payable (4) |
|
|
58,740 |
|
|
|
58,740 |
|
RCL
Properties loan payable (4) |
|
|
2,210 |
|
|
|
2,232 |
|
TGC loans payable |
|
|
160,000 |
|
|
|
|
|
TGC revolving facility |
|
|
2,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,046,943 |
|
|
|
610,994 |
|
Less: current portion |
|
|
(2,146 |
) |
|
|
(146 |
) |
|
|
|
|
|
|
|
Long-term portion |
|
$ |
1,044,797 |
|
|
$ |
610,848 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Macquarie Bank Limited has provided $100.0 million of the MIC Inc. acquisition
facility. Interest expense on Macquarie Bank Limiteds portion of the acquisition facility
for both the quarter and six months ended June 30, 2006 was $1.0 million. |
|
(2) |
|
As of June 30, 2006, Macquarie Bank Limited has provided $35.0 million of the airport services
debt. Interest expense on Macquarie Bank Limiteds portion of the long-term debt for the quarter
and six months ended June 30, 2006 was $595,000 and $1.5 million, respectively. Macquarie Bank
Limited is also providing approximately one-third of the interest rate swaps related to this debt
and made payments to the airport services business of $169,000 and $223,000, respectively, for the
quarter and six months ended June 30, 2006, which are included as a reduction to interest expense. |
|
(3) |
|
MDE is an entity within the district energy business. |
|
(4) |
|
PCAA (various), PCAA Chicago, PCAA SP and RCL Properties are references to entities within the
airport parking business. Commitments for refinancing of the airport parking businesss debt
received subsequent to June 30, 2006, are discussed in Note 17, Subsequent Events. |
MIC Inc.
On May 9, 2006, MIC Inc. amended its revolving credit facility to increase the revolving portion of
the facility by $50.0 million for a total of $300.0 million and to provide for a term loan of
$180.0 million to finance the Trajen acquisition, increasing the total amount of borrowings
available under this facility to $480.0 million. Refer to Note 17, Subsequent Events, for further
discussion on the Trajen acquisition and the borrowings to finance the acquisition which occurred
subsequent to June 30, 2006. Amounts borrowed and repaid under the term loan portion of this
facility may not be reborrowed. The interest margin under the facility is LIBOR plus 2% or the
base rate plus 1%, increasing by 0.50% in six months and again in 12 months, up to a maximum of
LIBOR plus 3% or the base rate plus 2%. The current margin on outstanding borrowings is LIBOR
plus 2%. Once the term loan borrowings have been repaid in full, the interest rate on the amended
acquisition facility will decrease to LIBOR plus 1.25% or the base rate plus 0.25%. The amended
acquisition facility requires an annual commitment fee equal to 20% of the applicable LIBOR margin
on the average daily undrawn balance (initially 0.40%). The amended acquisition facility also
includes the following additional covenants and restrictions:
|
|
|
a restriction on incurring additional debt at the Company
or MIC Inc. level prior to term loan repayment; and |
|
|
|
|
an increase in the maximum leverage ratio to 6.8x through the end of 2006, declining to 6.1x through
March 31, 2008, returning to 5.6x thereafter or upon term loan repayment. |
All other material terms of the amended acquisition facility remain unchanged from the original
revolving facility, including the
interest coverage ratio covenant. The MIC Inc. acquisition facility will continue to be secured
solely by pledges of the equity interests in the direct subsidiaries of the Company and MIC Inc.
The Company expects to repay all
of the outstanding borrowings under this facility with the proceeds
from an equity capital raising
to be concluded at managements discretion, depending on prevailing market conditions, at any time
prior to the maturity of the debt at March 31, 2008.
- 13 -
MSUSA acted as financial advisor to the Company in connection with the increase in the facility for
which fees of $575,000 were accrued during the six months ended June 30, 2006. Macquarie Bank
Limited, one of the lenders under this facility received fees of $250,000 in connection with the
increase in the facility.
On April 28, 2006, MIC Inc. borrowed $175.0 million under its acquisition facility to finance the
acquisition of a 50% interest in IMTT Holdings, Inc, of which Macquarie Bank Limited provided $70.0
million. In addition, on June 7, 2006, MIC Inc. borrowed $99.0 million under the same facility to
partially finance the acquisition of The Gas Company, of which Macquarie Bank Limited provided
$30.0 million.
The Gas Company
The acquisition of TGC was partially financed with $160.0 million of term loans borrowed under two
amended and restated loan agreements dated as of June 7, 2006. One of these loan agreements
provides for an $80.0 million term loan borrowed by HGC, the parent company of TGC. The other loan
agreement provides for an $80.0 million term loan borrowed by TGC and a $20 million revolving
credit facility, including a $5 million letter of credit facility. The counterparties to each
agreement are Dresdner Bank AG, London Branch, as administrative agent, Dresdner Kleinwort
Wasserstein Limited, as lead arranger, and the other lenders party thereto. TGC generally intends
to utilize the $20.0 million revolving credit facility to finance its working capital and to
finance or refinance its capital expenditures for regulated assets. As of June 30, 2006, TGC had
borrowed $2.0 million under the $20.0 million revolving credit facility. This amount was repaid in
July 2006. Additionally, as of June 30, 2006, TGC had $300,000 letters of credit outstanding
against this facility.
The obligations under the credit agreements are secured by security interests in the assets of TGC
as well as the equity interests of TGC and HGC. The terms and conditions for the facilities
includes events of default and representations and warranties that are generally customary for
facilities of this type. Select details of the term and revolving credit facilities are summarized
below:
|
|
|
|
|
|
|
|
|
Holding Company Debt |
|
Operating Company Debt |
|
|
HGC Holdings LLC |
|
The Gas Company, LLC
|
|
|
|
|
|
|
|
Borrowings:
|
|
$80.0 million Term Loan
|
|
$80.0 million Term Loan
|
|
$20.0 million Revolver |
|
|
|
|
|
|
|
Security: |
|
First priority
security interest on
HGC assets and equity
interests |
|
First priority security interest on TGC assets and
equity interests |
|
|
|
|
|
|
|
Term:
|
|
7 years
|
|
7 years
|
|
7 years |
|
|
|
|
|
|
|
Amortization:
|
|
Payable at maturity
|
|
Payable at maturity
|
|
Payable at the earlier of 12 months
or maturity |
|
|
|
|
|
|
|
Interest: Years 1-5:
|
|
LIBOR plus 0.60%
|
|
LIBOR plus 0.40%
|
|
LIBOR plus 0.40% |
Interest: Years 6-7:
|
|
LIBOR plus 0.70%
|
|
LIBOR plus 0.50%
|
|
LIBOR plus 0.50% |
|
|
|
|
|
|
|
Hedging: |
|
Interest rate swaps (fixed v. LIBOR) fixing funding costs at 4.84%
for 7 years on a notional value of $160.0 million |
|
|
|
|
|
|
|
|
|
Distributions Lock-Up Test:
|
|
|
|
12 mo. look-forward and 12 mo.
look-backward adjusted EBITDA
/interest <
3.5x
|
|
|
|
|
|
|
|
|
|
Mandatory Prepayments:
|
|
|
|
12 mo. look-forward and 12 mo.
look-backward adjusted
EBITDA/interest <
3.5x for 3 consecutive quarters
|
|
|
|
|
|
|
|
|
|
Events of Default Financial
Triggers:
|
|
|
|
12 mo. look-backward adjusted
EBITDA/interest <
2.5x
|
|
12 mo. look-backward
adjusted
EBITDA/interest <
2.5x |
- 14 -
In addition to customary terms and conditions for secured term loan and revolving credit
agreements, the agreements provide that TGC:
(1) may
not incur more than $5.0 million of new debt; and
(2) may not sell or dispose of more than $10.0 million of assets per year.
Additionally,
the HPUC, in approving the purchase of the business by
us, required that HGC and TGCs consolidated debt to total capital ratio may not exceed 65%.
North America Capital Holding Company, or NACH
Mizuho Corporate Bank, Ltd., The Governor and Company of Bank of Ireland, Bayerische Landesbank,
New York Branch and Macquarie Bank Limited provided for a $180.0 million expansion of the NACH debt
facility to finance the acquisition of Trajen. The term loan facility, previously $300.0 million
due in December 2010, was increased to $480.0 million on terms that are substantially similar to
those in place on the existing term loan facility, with the following exceptions: the trailing 12
month minimum earnings before interest, taxes, depreciation and amortization, or EBITDA, increased
to $66.9 million in 2006, $71.9 million in 2007 and $77.5 million in 2008 and there is a
requirement to hedge 100% of NACHs interest rate exposure under this facility. The NACH credit
facility will continue to be secured by all of the assets and stock of NACH and its subsidiaries,
including Trajen and its subsidiaries following the closing. The following describes the terms of
the interest rate swap entered with Macquarie Bank Limited:
|
|
|
|
|
Notional Principal Amount: |
|
$180.0 million |
Effective Date: |
|
September 29, 2006 |
Termination Date: |
|
December 12, 2010 |
Fixed Rate: |
|
5.515% |
|
9. Derivative Instruments and Hedging Activities
The
Company has interest-rate related and foreign-exchange related
derivative instruments to manage its interest rate exposure on its
debt instruments, and to manage its exchange rate exposure on its
future cash flows from its non-U.S. investments. In addition, the
Company used foreign exchange option contracts to acquire its stake
in MYL and its investment in SEW. The Company does not enter into
derivative instruments for any purpose other than interest rate
hedging or cash-flow hedging purposes. That is, the Company does not
speculate using derivative instruments.
By using
derivative financial instruments to hedge exposures to changes in
interest rates and foreign exchange rates, the Company exposes itself
to credit risk and market risk. Credit risk is the failure of the
counterparty to perform under the terms of the derivative contract. When
the fair value of a derivative contract is positive, the counterparty
owes the Company, which creates credit risk for the Company. When
the fair value of a derivative contract is negative, the Company owes
the counterparty and, therefore, it does not possess credit risk. The
Company minimizes the credit risk in derivative instruments by
entering into transactions with high-quality counterparties.
Market
risk is the adverse effect on the value of a financial instrument
that results from a change in interest rates or currency exchange
rates. The market risk associated with interest rate is managed by
establishing and monitoring parameters that limit the types and
degree of market risk that may be undertaken.
Anticipated
future cash flows
The
Company entered into foreign exchange forward contracts for its
anticipated cash flows in order to hedge the market risk associated
with fluctuations in foreign exchange rates. The forward contracts
limit the unfavorable effect that foreign exchange rate changes will
have on cash flows. All of the Companys forward contracts relating
to anticipated future cash flows were initially designated as cash flow
hedges. The maximum term over which the Company is currently hedging
exposures to the variability of foreign exchange rates is
24 months.
Changes in
the fair value of forward contracts designated as cash flow hedges
that effectively offset the variability of cash flows associated with
anticipated distributions are reported in other comprehensive income.
These amounts subsequently are reclassified into other income or
expense when the contract is expired or executed. Changes in the fair
value of forward contracts not eligible for hedge accounting are
reported in other income (loss) on the consolidated statement of
income. In accordance with SFAS 133, the Company concluded that
all of its forward exchange contracts did not qualify as cash flow hedges, as
further discussed in Note 18.
Debt
Obligations
The
Company has in place variable-rate debt. The debt obligations expose
the Company to variability in interest payments due to changes in
interest rates. Management believes that it is prudent to limit the
variability of a portion of its interest payments. To meet this
objective, management enters into interest rate swap agreements to
manage fluctuations in cash flows resulting from interest rate risk.
These swaps change the variable-rate cash flow exposure on the debt
obligations to fixed cash flows. Under the terms of the interest rate
swaps, the Company receives variable interest rate payments and
makes fixed interest rate payments, thereby creating the equivalent
of fixed-rate debt for the portion of the debt that is swapped.
Changes in
the fair value of interest rate swaps designated as hedging
instruments that effectively offset the variability of cash flows
associated with variable-rate, long-term debt obligations are
reported in other comprehensive income. These amounts subsequently
are reclassified into interest expense as a yield adjustment of the
hedged interest payments in the same period in which the related
interest affects earnings. Changes in the fair value of interest rate
swaps not eligible for hedge accounting are reported in other income
(loss) on the consolidated statement of income. In accordance with
SFAS 133, the Company concluded that all of its interest rate
swaps did not qualify as cash flow hedges, as further
discussed in Note 18. The Company anticipates the
interest rate swaps qualifying as hedges to be effective during the
first quarter of 2007. The term over which the Company is currently hedging
exposures relating to debt is through August 2013.
10. Comprehensive Income (Loss)
Total
comprehensive income for the quarter and six months ended June 30, 2006
was $20.1 million and $28.9 million, respectively. These amounts are
included in the accumulated other comprehensive
income (loss) on the Companys consolidated condensed balance sheet as of June 30, 2006. The
difference between net income of $9.4 million
for the quarter ended June 30, 2006 and comprehensive
income is primarily attributable to an unrealized gain on marketable
securities of $736,000, foreign currency translation
adjustments of 8.4 million and an adjustment of $1.4 million relating
to our equity investment. The difference between net income
of $17.0 million for the six months
ended June 30, 2006 and comprehensive income is primarily attributable to an unrealized gain on marketable
securities of $2.7 million, foreign currency translation adjustments of $8.2 million,
and an adjustment of $1.0 million relating to our equity investment
and other.
11.
Stockholderss Equity
The Trust is authorized to issue 500,000,000 shares of trust stock, and the Company is authorized
to issue a corresponding number of LLC interests. Unless the Trust is dissolved, it must remain
the sole holder of 100% of the Companys LLC interests and, at all times, the Company will have the
identical number of LLC interests outstanding as shares of trust stock. Each share of trust stock
represents an undivided beneficial interest in the Trust, and each share of trust stock corresponds
to one underlying LLC interest in the Company. Each outstanding share of the trust stock is
entitled to one vote for each share on any matter with respect to which members of the Company are
entitled to vote.
12. Reportable Segments
The Companys operations are classified into four reportable business segments: airport services
business, airport parking business, district energy and the gas utility business. The gas utility
business is a new segment in the quarter ended June 30, 2006, and the results included below are
from the date of acquisition on June 7, 2006. All of the business segments are managed separately.
During the prior year, the airport services business consisted of two reportable segments, Atlantic and
AvPorts. These businesses are currently managed together. Therefore, they are now combined into a
single reportable segment. Results for prior periods have been aggregated to reflect the new
combined segment.
The airport services business reportable segment principally derives income from fuel sales and
from airport services. Airport services revenue includes fuel related services, de-icing, aircraft
parking, airport management and other aviation services. All of the revenue of the airport
services business is derived in the United States. The airport services business operated 18 fixed base operations, or FBOs,
and one heliport and managed six airports under management contracts as of June 30, 2006.
- 15 -
The revenue from the airport parking business reportable segment is included in service revenue and
primarily consists of fees from off-airport parking and ground transportation to and from the
parking facilities and the airport terminals. At June 30, 2006, the airport parking business
operated 30 off-airport parking facilities located in California, Arizona, Colorado, Texas,
Georgia, Tennessee, Missouri, Pennsylvania, Connecticut, New York, New Jersey, Ohio, Oklahoma and
Illinois.
The revenue from the district energy business reportable segment is included in service revenue and
financing and equipment lease income. Included in service revenue is capacity charge revenue, which
relates to monthly fixed contract charges, and consumption revenue, which relates to contractual
rates applied to actual usage. Financing and equipment lease income relates to direct financing
lease transactions and equipment leases to the Companys various customers. The Company provides
such services to buildings throughout the downtown Chicago area and to the Aladdin Resort and
Casino and shopping mall located in Las Vegas, Nevada.
The revenue from the gas utility business reportable segment is included in revenue from product
sales and includes distribution and sales of SNG and LPG. Revenue is primarily a function of the
volume of SNG and LPG consumed by customers and the price per thermal unit or gallon charged to
customers. Because both SNG and LPG are derived from petroleum, revenue levels, without organic
operating growth, will generally track global oil prices. TGCs revenue includes fuel adjustment
charges, or FACs, through which changes in fuel costs generally are passed through to customers.
Selected information by reportable segment is presented in the following tables (in thousands):
Revenue from external customers for the Companys segments for the quarter ended June 30, 2006 are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Airport |
|
|
Airport |
|
|
District |
|
|
Gas |
|
|
|
|
|
|
Services |
|
|
Parking |
|
|
Energy |
|
|
Utility (1) |
|
|
Total |
|
Revenue from Product Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales |
|
$ |
46,298 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
10,624 |
|
|
$ |
56,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,298 |
|
|
|
|
|
|
|
|
|
|
|
10,624 |
|
|
|
56,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other services |
|
|
17,654 |
|
|
|
|
|
|
|
791 |
|
|
|
|
|
|
|
18,445 |
|
Cooling capacity revenue |
|
|
|
|
|
|
|
|
|
|
4,241 |
|
|
|
|
|
|
|
4,241 |
|
Cooling consumption revenue |
|
|
|
|
|
|
|
|
|
|
5,258 |
|
|
|
|
|
|
|
5,258 |
|
Parking services |
|
|
|
|
|
|
19,782 |
|
|
|
|
|
|
|
|
|
|
|
19,782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,654 |
|
|
|
19,782 |
|
|
|
10,290 |
|
|
|
|
|
|
|
47,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing and Lease Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing and equipment
lease |
|
|
|
|
|
|
|
|
|
|
1,285 |
|
|
|
|
|
|
|
1,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,285 |
|
|
|
|
|
|
|
1,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenue |
|
$ |
63,952 |
|
|
$ |
19,782 |
|
|
$ |
11,575 |
|
|
$ |
10,624 |
|
|
$ |
105,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents revenue from the date of acquisition on June 7, 2006. |
- 16 -
Financial data by reportable business segments are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30, 2006 |
|
|
At June 30, 2006 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
|
|
(restated) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land and |
|
|
|
|
|
|
Segment |
|
|
Interest |
|
|
Depreciation/ |
|
|
Capital |
|
|
Leasehold |
|
|
|
|
|
|
Profit (2) |
|
|
Expense |
|
|
Amortization (3) |
|
|
Expenditures |
|
|
Improvements |
|
|
Total Assets |
|
Airport services |
|
$ |
33,877 |
|
|
$ |
4,980 |
|
|
$ |
4,458 |
|
|
$ |
962 |
|
|
$ |
90,955 |
|
|
$ |
523,116 |
|
Airport parking |
|
|
6,258 |
|
|
|
4,400 |
|
|
|
1,216 |
|
|
|
1,716 |
|
|
|
97,039 |
|
|
|
291,363 |
|
District energy |
|
|
4,026 |
|
|
|
2,171 |
|
|
|
1,768 |
|
|
|
616 |
|
|
|
145,319 |
|
|
|
242,500 |
|
Gas utility (1) |
|
|
3,130 |
|
|
|
644 |
|
|
|
430 |
|
|
|
128 |
|
|
|
128,001 |
|
|
|
319,277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
47,291 |
|
|
$ |
12,195 |
|
|
$ |
7,872 |
|
|
$ |
3,422 |
|
|
$ |
461,314 |
|
|
|
1,376,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above table does not include financial data for our equity and cost investments.
|
|
|
(1) |
|
Represents income statement and capital expenditures data from the date of acquisition on
June 7, 2006. |
|
(2) |
|
Segment profit includes revenue less cost of sales. For the airport parking and district
energy businesses, depreciation expense of $744,000 and $1.4 million, respectively, are
included in cost of sales for the quarter ended June 30, 2006. |
|
(3) |
|
Includes depreciation expense of property, equipment and leasehold improvements and
amortization of intangible assets. Includes depreciation expense for the airport parking and
district energy businesses which has also been included in segment profit. |
Reconciliation of total reportable segment assets to total consolidated assets at June 30, 2006 (in
thousands):
|
|
|
|
|
Total assets of reportable segments |
|
$ |
1,376,256 |
|
Equity and cost investments: |
|
|
|
|
Investment in Yorkshire Link |
|
|
77,960 |
|
Investment in SEW |
|
|
37,971 |
|
Investment in MCG |
|
|
72,462 |
|
Investment in IMTT |
|
|
353,804 |
|
Corporate and other |
|
|
347,609 |
|
Less: Consolidation entries |
|
|
(298,589 |
) |
|
|
|
|
|
Total consolidated assets |
|
$ |
1,967,473 |
|
|
|
|
|
Reconciliation
of total reportable segment profit to total consolidated income before income taxes
and minority interests for the periods ended June 30, 2006 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
|
Quarter Ended |
|
|
Ended June 30, |
|
|
|
June 30, 2006 |
|
|
2006 |
|
|
|
(restated) |
|
|
(restated) |
|
Total reportable segment profit |
|
$ |
47,291 |
|
|
$ |
87,184 |
|
Selling, general and administrative expenses |
|
|
(24,294 |
) |
|
|
(48,244 |
) |
Fees to manager |
|
|
(3,718 |
) |
|
|
(10,196 |
) |
Depreciation and amortization (1) |
|
|
(5,701 |
) |
|
|
(10,857 |
) |
|
|
|
|
|
|
|
|
|
|
13,578 |
|
|
|
17,887 |
|
Unrealized
gains on derivative instruments |
|
|
6,487 |
|
|
|
20,162 |
|
Other expense, net |
|
|
(8,864 |
) |
|
|
(17,888 |
) |
|
|
|
|
|
|
|
Total consolidated income before income taxes and minority interests |
|
$ |
11,201 |
|
|
$ |
20,161 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Does not include depreciation expense for the airport parking and district energy businesses
which are included in total reportable segment profit. |
- 17 -
Revenue from external customers for the Companys segments for the quarter ended June 30, 2005 are
as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Airport Services |
|
|
Airport Parking |
|
|
District Energy |
|
|
Total |
|
Revenue from Product Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales |
|
$ |
34,150 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
34,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,150 |
|
|
|
|
|
|
|
|
|
|
|
34,150 |
|
Service Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other services |
|
|
12,629 |
|
|
|
|
|
|
|
642 |
|
|
|
13,271 |
|
Cooling capacity revenue |
|
|
|
|
|
|
|
|
|
|
4,127 |
|
|
|
4,127 |
|
Cooling consumption revenue |
|
|
|
|
|
|
|
|
|
|
5,365 |
|
|
|
5,365 |
|
Parking services |
|
|
|
|
|
|
14,275 |
|
|
|
|
|
|
|
14,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,629 |
|
|
|
14,275 |
|
|
|
10,134 |
|
|
|
37,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing and Lease Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing and equipment lease |
|
|
|
|
|
|
|
|
|
|
1,331 |
|
|
|
1,331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,331 |
|
|
|
1,331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenue |
|
$ |
46,779 |
|
|
$ |
14,275 |
|
|
$ |
11,465 |
|
|
$ |
72,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial data by reportable business segments are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30, 2005 |
|
|
At June 30, 2005 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land and |
|
|
|
|
|
|
Segment |
|
|
Interest |
|
|
Depreciation/ |
|
|
Capital |
|
|
Leasehold |
|
|
|
|
|
|
Profit (1) |
|
|
Expense |
|
|
Amortization(2) |
|
|
Expenditures |
|
|
Improvements |
|
|
Total Assets |
|
Airport services |
|
$ |
25,522 |
|
|
$ |
3,359 |
|
|
$ |
3,705 |
|
|
$ |
1,566 |
|
|
$ |
77,515 |
|
|
$ |
459,368 |
|
Airport parking |
|
|
4,087 |
|
|
|
2,293 |
|
|
|
1,155 |
|
|
|
515 |
|
|
|
67,667 |
|
|
|
205,642 |
|
District energy |
|
|
3,709 |
|
|
|
2,078 |
|
|
|
1,786 |
|
|
|
404 |
|
|
|
149,457 |
|
|
|
251,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
33,318 |
|
|
$ |
7,730 |
|
|
$ |
6,646 |
|
|
$ |
2,485 |
|
|
$ |
294,639 |
|
|
|
916,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above table does not include financial data for our equity and cost investments.
|
|
|
(1) |
|
Segment profit includes revenue less cost of sales. For the airport parking and district
energy businesses, depreciation expense of $546,000 and $1.4 million, respectively, are
included in cost of sales for the quarter ended June 30, 2005. |
|
(2) |
|
Includes depreciation expense of property, equipment and leasehold improvements and
amortization of intangible assets. Includes depreciation expense for the airport parking and
district energy businesses which has also been included in segment profit. |
- 18 -
Reconciliation of total reportable segment assets to total consolidated assets at June 30, 2005 (in
thousands):
|
|
|
|
|
Total assets of reportable segments |
|
$ |
916,440 |
|
Equity and cost investments: |
|
|
|
|
Investment in Yorkshire Link |
|
|
72,125 |
|
Investment in SEW |
|
|
36,819 |
|
Investment in MCG |
|
|
79,273 |
|
Corporate and other |
|
|
346,653 |
|
Less: Consolidation entries |
|
|
(219,479 |
) |
|
|
|
|
|
|
|
|
|
Total consolidated assets |
|
$ |
1,231,831 |
|
|
|
|
|
Reconciliation of total
reportable segment profit to total consolidated income before income taxes
and minority interests for the periods ended June 30, 2005 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
Six Months Ended |
|
|
|
June 30, 2005 |
|
|
June 30, 2005 |
|
|
|
(restated) |
|
|
(restated) |
|
Total reportable segment profit |
|
$ |
33,318 |
|
|
$ |
64,885 |
|
Selling, general and administrative expenses |
|
|
(18,941 |
) |
|
|
(38,286 |
) |
Fees to manager |
|
|
(2,209 |
) |
|
|
(4,152 |
) |
Depreciation and amortization (1) |
|
|
(4,655 |
) |
|
|
(9,067 |
) |
|
|
|
|
|
|
|
|
|
|
7,513 |
|
|
|
13,380 |
|
Unrealized gain (loss) on derivative instruments |
|
|
(2,305 |
) |
|
|
2,038 |
|
Other expense, net |
|
|
(974 |
) |
|
|
(6,895 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated income
before income taxes and minority interests |
|
$ |
4,234 |
|
|
$ |
8,523 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Does not include depreciation expense for the airport parking and district energy businesses
which are included in total reportable segment profit. |
Revenue from
external customers for the Companys segments for the six months ended June 30,
2006 are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Airport |
|
|
Airport |
|
|
District |
|
|
Gas |
|
|
|
|
|
|
Services |
|
|
Parking |
|
|
Energy |
|
|
Utility (1) |
|
|
Total |
|
Revenue from Product Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales |
|
$ |
88,290 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
10,624 |
|
|
$ |
98,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88,290 |
|
|
|
|
|
|
|
|
|
|
|
10,624 |
|
|
|
98,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other services |
|
|
35,833 |
|
|
|
|
|
|
|
1,636 |
|
|
|
|
|
|
|
37,469 |
|
Cooling capacity revenue |
|
|
|
|
|
|
|
|
|
|
8,430 |
|
|
|
|
|
|
|
8,430 |
|
Cooling consumption revenue |
|
|
|
|
|
|
|
|
|
|
6,733 |
|
|
|
|
|
|
|
6,733 |
|
Parking services |
|
|
|
|
|
|
37,998 |
|
|
|
|
|
|
|
|
|
|
|
37,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,833 |
|
|
|
37,998 |
|
|
|
16,799 |
|
|
|
|
|
|
|
90,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing and Lease Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing and equipment lease |
|
|
|
|
|
|
|
|
|
|
2,583 |
|
|
|
|
|
|
|
2,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,583 |
|
|
|
|
|
|
|
2,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenue |
|
$ |
124,123 |
|
|
$ |
37,998 |
|
|
$ |
19,382 |
|
|
$ |
10,624 |
|
|
$ |
192,127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents revenue from the date of acquisition on June 7, 2006. |
- 19 -
Financial data by reportable business segments are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2006 |
|
|
|
(unaudited)
(restated) |
|
|
|
Segment |
|
|
|
|
|
|
Depreciation/ |
|
|
Capital |
|
|
|
Profit (2) |
|
|
Interest Expense |
|
|
Amortization (3) |
|
|
Expenditures |
|
Airport services |
|
$ |
66,447 |
|
|
$ |
14,000 |
|
|
$ |
8,871 |
|
|
$ |
1,512 |
|
Airport parking |
|
|
11,039 |
|
|
|
8,301 |
|
|
|
2,487 |
|
|
|
2,163 |
|
District energy |
|
|
6,568 |
|
|
|
4,316 |
|
|
|
3,528 |
|
|
|
1,109 |
|
Gas utility (1) |
|
|
3,130 |
|
|
|
644 |
|
|
|
430 |
|
|
|
128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
87,184 |
|
|
$ |
27,261 |
|
|
$ |
15,316 |
|
|
$ |
4,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above table does not include financial data for our equity and cost investments.
|
|
|
(1) |
|
Represents income statement and capital expenditures data from the date of acquisition on
June 7, 2006. |
|
(2) |
|
Segment profit includes revenue less cost of sales. For the airport parking and district
energy businesses, depreciation expense of $1.6 million and $2.9 million, respectively, are
included in cost of sales for the six months ended June 30, 2006. |
|
(3) |
|
Includes depreciation expense of property, equipment and leasehold improvements and
amortization of intangible assets. Includes depreciation expense for the airport parking and
district energy businesses which has also been included in segment profit. |
Revenue from external customers for the Companys segments for the six months ended June 30, 2005
are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Airport Services |
|
|
Airport Parking |
|
|
District Energy |
|
|
Total |
|
Revenue from Product Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales |
|
$ |
64,391 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
64,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,391 |
|
|
|
|
|
|
|
|
|
|
|
64,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other services |
|
|
27,332 |
|
|
|
|
|
|
|
1,364 |
|
|
|
28,696 |
|
Cooling capacity revenue |
|
|
|
|
|
|
|
|
|
|
8,186 |
|
|
|
8,186 |
|
Cooling consumption revenue |
|
|
|
|
|
|
|
|
|
|
6,724 |
|
|
|
6,724 |
|
Parking services |
|
|
|
|
|
|
27,584 |
|
|
|
|
|
|
|
27,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,332 |
|
|
|
27,584 |
|
|
|
16,274 |
|
|
|
71,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing and Lease Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing and equipment lease |
|
|
|
|
|
|
|
|
|
|
2,673 |
|
|
|
2,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,673 |
|
|
|
2,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenue |
|
$ |
91,723 |
|
|
$ |
27,584 |
|
|
$ |
18,947 |
|
|
$ |
138,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 20 -
Financial data by reportable business segments are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2005 |
|
|
|
(unaudited) |
|
|
|
Segment |
|
|
|
|
|
|
Depreciation/ |
|
|
Capital |
|
|
|
Profit (1) |
|
|
Interest Expense |
|
|
Amortization (2) |
|
|
Expenditures |
|
Airport services |
|
$ |
51,227 |
|
|
$ |
6,826 |
|
|
$ |
7,171 |
|
|
$ |
2,163 |
|
Airport parking |
|
|
7,290 |
|
|
|
4,419 |
|
|
|
2,267 |
|
|
|
546 |
|
District energy |
|
|
6,368 |
|
|
|
4,272 |
|
|
|
3,514 |
|
|
|
655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
64,885 |
|
|
$ |
15,517 |
|
|
$ |
12,952 |
|
|
$ |
3,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above table does not include financial data for our equity and cost investments.
|
|
|
(1) |
|
Segment profit includes revenue less cost of sales. For the airport parking and district
energy businesses, depreciation expense of $1.0 million and $2.8 million, respectively, are
included in cost of sales for the six months ended June 30, 2005. |
|
(2) |
|
Includes depreciation expense of property, equipment and leasehold improvements and
amortization of intangible assets. Includes depreciation expense for the airport parking and
district energy businesses which has also been included in segment profit. |
13. Related Party Transactions
Management Services Agreement with MIMUSA
MIMUSA acquired 2,000,000 shares of company stock concurrently with the closing of the initial
public offering in December 2004, with an aggregate purchase price of $50.0 million, at a purchase
price per share equal to the initial public offering price of $25. Pursuant to the terms of the
Management Agreement (discussed below), MIMUSA may sell up to 65% of these shares at any time and
may sell the balance at any time from and after December 21, 2007 (the third anniversary of the IPO
closing).
The Company entered into a management services agreement, or Management Agreement, with MIMUSA
dated December 21, 2004 pursuant to which MIMUSA manages the Companys day-to-day operations and
oversees the management teams of the Companys operating businesses. In addition, MIMUSA has
seconded a Chief Executive Officer and a Chief Financial Officer to the Company and makes other
personnel available as required.
In accordance with the Management Agreement, MIMUSA is entitled to a quarterly base management fee
based primarily on the Trusts market capitalization and a performance fee, as defined, based on
the performance of the trust stock relative to a weighted
average of two benchmark indices, a U.S. utilities index and a European utilities index, weighted
in proportion to the Companys equity investments. For the quarter ended June 30, 2006, base
management fees of $3.7 million were payable to MIMUSA and are included as due to manager in the
accompanying consolidated condensed balance sheet at June 30, 2006. For the six months ended June
30, 2006, base management fees totaled $6.1 million and performance fees totaled $4.1 million. The
performance fees were based on 20% of the outperformance of the Companys total return in the first
quarter over a weighted average of two utilities benchmark indices. MIMUSA elected to reinvest
these fees in 145,547 shares of trust stock, which were issued on June 27, 2006 at a volume
weighted average price determined over a 15 trading day period in June 2006.
MIMUSA is not entitled to any other compensation and all costs incurred by MIMUSA including
compensation of seconded staff, are paid out of its management fee. However, the Company is
responsible for other direct costs including, but not limited to, expenses
incurred in the administration or management of the Company and its subsidiaries and investments,
income taxes, audit and legal fees, and acquisitions and dispositions and its compliance with
applicable laws and regulations. During the quarter and six months ended June 30, 2006, MIMUSA
charged the Company $111,000 and $179,000, respectively, for reimbursement of out of pocket
expenses.
- 21 -
Advisory and Other Services from the Macquarie Group and its Affiliates
During the six months ended June 30, 2006, the Macquarie Group, through its wholly-owned group
company, MSUSA, provided various advisory services and incurred expenses in connection with the
acquisition and financing of The Gas Company and IMTT. Fees paid to MSUSA for these services and
reimbursement of expenses have been disclosed in Note 5, Acquisitions and Note 8, Long-Term Debt.
MSUSA has also been engaged by the Company and its subsidiaries in connection with various on-going
transactions for which no fees had been paid as of June 30, 2006. Fees paid to the Macquarie Group
subsequent to June 30, 2006, have been disclosed in Note 17, Subsequent Events.
The Company and its airport services and airport parking businesses pay fees for employee
consulting services to the Detroit and Canada Tunnel Corporation, which is owned by an entity
managed by the Macquarie Group. Fees paid for the six months ended June 30, 2006 were $19,000,
most of which were paid in the first quarter.
During the six months ended June 30, 2006, Macquarie Bank Limited charged the Company $25,000 for
reimbursement of out of pocket expenses, in relation to work performed on various advisory roles
for the Company.
Related Party Loans
Macquarie Bank Limited has extended loans to subsidiaries within the group. Details on these loans
are disclosed in Note 8, Long-Term Debt. Details on loans from, and fees paid to, related parties
subsequent to June 30, 2006 are disclosed in Note 17, Subsequent Events.
Derivative Instruments and Hedging Activities
The Company, through its limited liability subsidiaries, has entered into foreign-exchange related
derivative instruments with Macquarie Bank Limited to manage its exchange rate exposure on its
future cash flows from its non-US investments.
During the six months ended June 30, 2006, South East Water LLC paid £1.2 million to Macquarie Bank
Limited and received $2.2 million, which closed out a foreign currency forward contract between the
parties. This settlement occurred during the second quarter. As of June 30, 2006, South East Water
LLC had one remaining foreign currency forward contract with Macquarie Bank Limited, which is due
to be settled in the fourth quarter of 2006.
During the same period, Macquarie Yorkshire LLC paid £2.3 million to Macquarie Bank Limited and
received $4.3 million, which closed out a foreign currency forward contract between the parties.
This settlement occurred during the second quarter. As of June 30, 2006, Macquarie Yorkshire LLC
had one remaining foreign currency forward contract with Macquarie Bank Limited, which is due to be
settled in the fourth quarter of 2006.
On August 18, 2005, MIC Inc. entered into two interest rate swaps with Macquarie Bank Limited to
manage the interest rate exposure on debt incurred for the acquisition of TGC. On June 7, 2006,
these interest rate swaps (along with others held with an external bank) were assigned to HGC and
TGC. The effective date of the swaps are August 31, 2006 and no payments or receipts have arisen in
relation to these swaps, during the quarter or six months ended June 30, 2006.
The airport services business has also entered into interest rate swaps with Macquarie Bank Limited
to manage the interest rate exposure on its debt. Details on payments made under these swap
arrangements are detailed in Note 8, Long-Term Debt.
- 22 -
14. Income Taxes
Macquarie Infrastructure Company Trust is classified as a grantor trust for U.S. federal income tax
purposes, and therefore is not subject to income taxes. The Company is treated as a partnership
for U.S. federal income tax purposes and is also not subject to income taxes. MIC Inc. and its
wholly-owned subsidiaries are subject to income taxes.
Consolidated
pre-tax profit for the six months ended June 30, 2006 was $20 million. Macquarie
Infrastructure Company LLC accounted for $6.1 million of total pre-tax income. As a partnership
for U.S. federal income tax purposes, this income is not subject to income taxes.
The
remaining $13.9 million of pre-tax income was generated by MIC Inc. and its subsidiaries and is
subject to income taxes. The Company records its income taxes in accordance with SFAS 109,
Accounting for Income Taxes.
The Company expects to incur a net operating loss for federal consolidated return purposes, as well
as certain states that provide for consolidated returns, for the year ended December 31, 2006. The
Company believes that it will be able to utilize the projected federal and state consolidated 2006
and prior year losses. Accordingly, the Company has not provided a valuation allowance against any
deferred tax assets generated in 2006.
In May 2006, Texas revised its franchise tax law. The Company expects that the change in the law
will reduce its future Texas Franchise Tax obligations by approximately $720,000, with a
corresponding increase in future federal tax liabilities of approximately $252,000. Accordingly,
for the quarter ended June 30, 2006 the Company has recognized an approximate $468,000 decrease in
its deferred tax liabilities.
For the 2006 year, the
Company projects net income before taxes at the MIC Inc. level, on
which it expects to record a tax expense. The tax expense it expects
to record will reflect the fact that a significant portion of the
income from MIC Inc. should not be subject to income taxes payable by
the Company. The Company also projects deriving net income before
taxes outside MIC Inc. that will not be subject to income taxes
payable by the Company. This income derived from outside MIC
Inc. is projected to be mostly offset by the pre-tax loss at the MIC Inc. level, resulting in
projected pre-tax income on a consolidated basis.
15. Legal Proceedings and Contingencies
The following information supplements the information described in Note 21 to the consolidated
financials statements included in Part II, Item 8 of the
Companys Annual Report on Form 10-K/A, as filed on October 16, 2006, for
the fiscal year ended December 31, 2005.
Toll Road Business
On March 20, 2004, a fatal road accident occurred on Yorkshire Link that was the focus of an
investigation by local police authorities. Based on conversations with these authorities, the
Company understands that the police are no longer pursuing their investigation into Connect M1-A1
Limited.
South East Water
Saur International had been engaged by South East Water, or SEW, then owned by Saur UK and part of
the Bouygues Group, to develop and implement a new billing system for SEW. Following extended
delays and technical problems with the software, SEW notified Saur International of its intention
to terminate the project and in March 2005, SEW initiated a claim against Saur International
through arbitration to recover amounts paid to Saur International and thereafter Saur International
counterclaimed. In May, 2006, the parties reached a confidential settlement, the terms of which
will not have a material effect on SEW.
16. Distributions
On March 14, 2006, the board of directors declared a distribution of $0.50 per share for the
quarter ended December 31, 2005, which was paid on April 10, 2006 to holders of record on April 5,
2006. On May 4, 2006, the board of directors declared a distribution of $0.50 per share for the
quarter ended March 31, 2006 which was paid on June 9, 2006 to holders of record on June 5, 2006.
The distributions declared have been recorded as a reduction to trust stock in the stockholders
equity section of the accompanying consolidated condensed balance sheet at June 30, 2006.
- 23 -
17. Subsequent Events
Distributions
On August 7, 2006,
the board of directors declared a distribution of $0.525 per share for the
quarter ended June 30, 2006, payable on September 11, 2006 to holders of record on September 6,
2006.
Acquisitions
Trajen
On July 11, 2006, the Company, through its wholly-owned subsidiary, NACH, completed the acquisition
of 100% of the shares of Trajen Holdings, Inc., or Trajen. Trajen is the holding company for a
group of companies, limited liability companies and limited partnerships that own and operate 23
FBOs at airports in 11 states.
Total cash payment for the acquisition was $363.0 million, including transaction costs of $10.7
million, debt service reserve of $6.6 million and pre-funding
for capital expenditures and integration costs of $5.9 million. The results of the business will be reported as
components of the Companys airport services business segment from the third quarter of 2006.
The Company financed the purchase price and the associated transaction and other costs with $180.0
million of borrowings under an expansion of the credit facility at NACH, $180.0 million of
additional borrowings under the acquisition credit facility of MIC Inc. and $3.0 million of
available cash. Refer to Note 8, Long-Term Debt, for further details of the additional term loan
facility and amendment to the revolving acquisition facility.
Macquarie Bank Limited underwrote $40.0 million and ultimately provided $15.0 million of the $180.0
million expansion of the credit facility at NACH, for which NACH paid approximately $307,000 in
financing fees, which are included within transaction costs disclosed above.
MSUSA acted as financial advisor to the Company on the transaction, as well as on the financing of
the transaction. Total fees of approximately $6.2 million were paid for these services and are
included within transaction costs disclosed above.
Refinancing of Airport Parking Debt
On August 8, 2006, the airport parking business received commitment from Capmark Finance, Inc. to
refinance the two existing facilities with them, with outstanding debt of $125.5 million and $58.7
million, respectively, as of June 30, 2006, into a single facility. The total debt will be
increased to $195.0 million on the following key terms.
|
|
|
Term
|
|
3 years (2009) |
|
|
|
Extension Options
|
|
Two one-year extensions subject to certain covenants |
|
|
|
Interest and principal repayments
|
|
Interest only during term of the loan
Repayment of principal at maturity |
|
|
|
Interest rate type
|
|
Floating |
|
|
|
Interest rate base
|
|
1 month LIBOR |
|
|
|
Interest rate margin
|
|
Year 1-3: 1.90% |
|
|
Year 4: 2.10% |
|
|
Year 5: 2.30% |
|
Interest rate hedging
|
|
100% hedge (swap or cap) required to be executed
prior to close (including tax insurance and
replacement) |
|
Debt reserves
|
|
Various reserves to be determined prior to close |
|
|
|
Lock up cash reserves
|
|
None |
The commitment to refinance is subject to
a number of conditions including finalization of the loan documentation, due diligence
reports, receipt of landlord estoppels and the absence of any material adverse effect on the loan or
collateral. The additional debt of $10.8 million will be used to fund transaction costs associated
with the refinance as well as maintenance and specific capital expenditures. The airport parking
business anticipates closing on the refinancing prior to September 30, 2006.
- 24 -
18.
Restatement Relating to Derivative Hedge Accounting
During the
third quarter of 2006, we, in consultation with our
external auditors, discovered that our application of, and documentation related
to, the short cut and critical terms match
methods under SFAS 133, for certain of our
derivative instruments was incorrect.
Following our discovery of these errors, our Audit Committee determined that we would amend and restate
previously issued unaudited financial statements and other financial information for the quarters ended March
31, 2006 and June 30, 2006 for derivative instruments that did not qualify for hedge accounting during those
periods and that the originally filed financial statements and other financial information should not be relied
upon. As a result, we announced on September 14, 2006 our intent to amend and restate our financial
statements and other financial information for the quarters ended
March 31, 2006 and June 30, 2006 with respect to the accounting for
these derivative instruments. We also initiated a comprehensive review of all of our
determinations and documentation related to hedge accounting for our derivative instruments, as well as our
related processes and procedures.
As a result of that review, management determined that none of our interest rate and foreign exchange
derivative instruments met the criteria required for use of either the short-cut or critical terms match
methods of hedge accounting for all periods from April 13, 2004
(inception) through June 30, 2006. We are not permitted to retroactively
apply an appropriate method of qualifying for hedge accounting treatment and, as a result, the non-cash
changes in the fair value of these derivative instruments are
required to be recorded as other income in the income statement rather than
in accumulated other comprehensive income in the balance sheet.
The change
in the accounting treatment for these derivatives is reflected as a
non-cash gain in other income under unrealized gain on derivative
instruments. The effect of the restatement on our consolidated
balance sheet at June 30, 2006 and June 30, 2005 is immaterial and the
restatement has no net effect on our operating income, cash from
operations in our consolidated statement of cash flows for the quarter and
six months ended June 30, 2006 and June 30, 2005.
The impact
on our consolidated financial results of reporting the change in the
fair value of the swaps has resulted in an aggregate increase in our
net income of $13.8 million, year to date through June 30,
2006. The change to the quarter ended June 30, 2006 and June 30, 2005 and
six months ended June 30, 2006 and June
30, 2005 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
Six Months Ended |
|
Quarter Ended |
|
Six Months Ended |
|
|
June 30, 2006 |
|
June 30, 2006 |
|
June 30, 2005 |
|
June 30, 2005 |
|
|
As Reported |
|
As
Restated** |
|
As Reported |
|
As
Restated** |
|
As Reported |
|
As
Restated |
|
As Reported |
|
As
Restated |
|
|
In thousands, except
per share data |
Operating income |
|
$ |
13,578 |
|
|
$ |
13,578 |
|
|
$ |
17,887 |
|
|
$ |
17,887 |
|
|
$ |
7,513 |
|
|
$ |
7,513 |
|
|
$ |
13,380 |
|
|
$ |
13,380 |
|
Other expense* |
|
|
(9,071 |
) |
|
|
(4,141 |
) |
|
|
(14,718 |
) |
|
|
(889 |
) |
|
|
(1,877 |
) |
|
|
(4,164 |
) |
|
|
(7,827 |
) |
|
|
(5,793 |
) |
Net income |
|
|
4,507 |
|
|
|
9,437 |
|
|
|
3,169 |
|
|
|
16,998 |
|
|
|
5,636 |
|
|
|
3,349 |
|
|
|
5,553 |
|
|
|
7,587 |
|
Net income per
share, basic and
diluted |
|
$ |
0.17 |
|
|
$ |
0.35 |
|
|
$ |
0.12 |
|
|
$ |
.63 |
|
|
$ |
0.21 |
|
|
$ |
0.12 |
|
|
$ |
0.21 |
|
|
$ |
0.28 |
|
|
|
* |
Includes minority interests and income taxes. |
** |
Includes a loss of $384,000 relating to the change in the fair
value of the derivatives from their respective inceptions
through December 31, 2005. |
The impact
on the financial results of our business segments of reporting the
change in the fair value of the swaps is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
Six Months Ended |
|
Quarter Ended |
|
Six Months Ended |
|
|
June 30, 2006 |
|
June 30, 2006 |
|
June 30, 2005 |
|
June 30, 2005 |
|
|
As Reported |
|
As
Restated** |
|
As Reported |
|
As Restated |
|
As Reported |
|
As Restated |
|
As Reported |
|
As Restated |
|
|
In thousands |
Airport
Services Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
11,162 |
|
|
$ |
11,162 |
|
|
$ |
20,621 |
|
|
$ |
20,621 |
|
|
$ |
6,270 |
|
|
$ |
6,270 |
|
|
$ |
13,144 |
|
|
$ |
13,144 |
|
Other expense* |
|
|
(7,168 |
) |
|
|
(4,764 |
) |
|
|
(14,382 |
) |
|
|
(9,671 |
) |
|
|
(4,552 |
) |
|
|
(7,721 |
) |
|
|
(10,042 |
) |
|
|
(9,297 |
) |
Net income (loss) |
|
|
3,994 |
|
|
|
6,398 |
|
|
|
6,239 |
|
|
|
10,950 |
|
|
|
1,718 |
|
|
|
(1,451 |
) |
|
|
3,102 |
|
|
|
3,847 |
|
Airport Parking
Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
4,213 |
|
|
$ |
4,213 |
|
|
$ |
6,888 |
|
|
$ |
6,888 |
|
|
$ |
2,198 |
|
|
$ |
2,198 |
|
|
$ |
3,837 |
|
|
$ |
3,837 |
|
Other expense* |
|
|
(3,876 |
) |
|
|
(3,815 |
) |
|
|
(7,222 |
) |
|
|
(6,810 |
) |
|
|
(2,241 |
) |
|
|
(2,223 |
) |
|
|
(4,292 |
) |
|
|
(4,265 |
) |
Net income (loss) |
|
|
337 |
|
|
$ |
398 |
|
|
|
(334 |
) |
|
|
78 |
|
|
|
(43 |
) |
|
|
(164 |
) |
|
|
(455 |
) |
|
|
(428 |
) |
Gas
Utility Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
5,300 |
|
|
$ |
5,300 |
|
|
$ |
11,366 |
|
|
$ |
11,366 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
(expense) income |
|
|
(4,782 |
) |
|
|
(2,870 |
) |
|
|
(5,804 |
) |
|
|
(3,892 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
before taxes |
|
|
518 |
|
|
|
2,430 |
|
|
|
5,562 |
|
|
|
7,474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Includes minority interests and income taxes. |
** |
Includes an amount within each segment relating to the change in the fair
market value of derivatives for that business from their respective inceptions through December 31, 2005. |
The
differences between the changes to our business segments and our
consolidated results is primarily attributable to the lower effective tax
rate applicable to our consolidated results.
In light
of the restatement, readers should no longer rely on our previously
filed unaudited financial statements and other financial information for the
quarter and six months ended June 30, 2006 and June
30, 2005.
We intend
to apply an appropriate method of effectiveness testing for our
interest rate derivative instruments during the first quarter of 2007 and expect that
these instruments will qualify for hedge accounting from that time.
ITEM 2. MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Certain
financial information within this section has been restated as
detailed in Note 18 to our
consolidated financial statements included herein.
We own, operate and invest in a diversified
group of infrastructure businesses, which are
businesses that provide basic, everyday services, such as parking, gas distribution and water,
through long-life physical assets. These infrastructure businesses generally operate in sectors
with limited competition and high barriers to entry. As a result, they have sustainable and
growing long-term cash flows. We operate and finance our businesses in a manner that maximizes
these cash flows.
We are dependent upon cash distributions
from our businesses and investments to meet our corporate
overhead and management fee expenses and to pay distributions. We receive distributions through
our directly owned holding company Macquarie Infrastructure Company Inc., or MIC Inc., for all of
our businesses based in the United States. We receive interest and principal on our subordinated
loans to, and dividends from, our toll road business and dividends from our investments in
Macquarie Communications Infrastructure Group, or MCG, and South East Water, or SEW, through
directly owned holding companies that we have formed to hold our interest in each business and
investment.
Distributions received from our businesses
and investments net of taxes, are available first to
meet management fees and corporate overhead expenses then to fund distribution payments by the
Company to the Trust for payment to holders of trust stock. Base and performance management fees
payable to our Manager are allocated among the Company and the directly owned subsidiaries based on
the Companys internal allocation policy.
On May 4, 2006, the Companys board of
directors declared a distribution of $0.50 per share for the
quarter ended March 31, 2006 which was paid on June 9, 2006 to holders of record on June 5, 2006.
On August 7, 2006, the Companys board of
directors declared a distribution of $0.525 per share for
the quarter ended June 30, 2006 payable on September 11, 2006 to holders of record on September 6,
2006. This
is an increase of 5% from previous quarterly distributions.
Refer to Other Matters at the end of this
Item 2 for discussion of forward looking statements and
certain defined terms.
Changes
in the Fair Value of Derivatives
As a
result of our discovery of errors in the accounting treatment of our
derivative instruments, we have determined that we will not use hedge
accounting through the remainder of 2006. Therefore, changes in the
fair value of these instruments will be recorded as a pre-tax
non-cash gain or loss in our income statement and will result in a
corresponding after-tax increase or decrease in net income and
EBITDA. For the third quarter of 2006, including all segments except
for our district energy business, we expect to record a pre-tax loss
in the fair value of derivatives in the range of $18 million to
$20 million on a consolidated basis.
Tax Treatment of Distributions
We currently estimate that in 2006, 26%
of our distributions to the holders of our trust stock from
our wholly-owned subsidiary, MIC Inc. are likely to be treated as qualified dividend income for US
federal income tax purposes, with the balance treated as a return of capital. Distributions to
holders of our trust stock that are treated as return of capital for US federal income tax purposes
are generally not taxable in the hands of holders to the extent that the total amount of such
distributions received does not exceed the holders tax basis in the trust stock. Instead such
distributions that are not in excess of the holders tax basis in the trust stock will reduce such
holders tax basis in the trust stock resulting in more capital gain or less capital loss upon
ultimate disposal of the trust stock. We currently estimate that distributions from MIC Inc., net
of allocated expenses, will be between $37.0 million and $42.0 million in 2006, representing from
65% to 70% of the total distributions expected to be received by the company from our businesses
and investments in calendar year 2006.
Beyond 2006, the portion of our distributions
that will be treated as dividends or return of
capital for US federal income tax purposes is subject to a number of uncertainties. We currently
anticipate that substantially all of the portion of our regular distributions that are treated as
dividends for US federal income tax purposes should be characterized as qualified dividend income.
Recent Acquisitions
See Note
5, Acquisitions, and Note 17, Subsequent
Events, to the consolidated condensed financial
statements in Part I, Item I of this Form
10-Q/A for further information on recent acquisitions and
the financing related to these acquisitions which is incorporated herein by reference.
IMTT
On May 1, 2006, we completed the
purchase of newly issued common stock of IMTT Holdings Inc.,
formerly known as Loving Enterprises, Inc., the holding company for a group of companies and
partnerships that own International-Matex Tank Terminals, or IMTT. As a result of this
transaction, we own 50% of IMTT Holdings issued and outstanding common stock. The Company has
entered into, through a wholly-owned subsidiary, a Shareholders Agreement, or SHA, that provides,
among other things, that minimum quarterly distributions of $14.0 million be paid to shareholders
of IMTT Holdings ($7.0 million to us) beginning with the quarter ended June 30, 2006 through the
quarter ending December 31, 2007. The minimum quarterly distribution may be reduced or
eliminated in the event that the Board of IMTT Holdings determines that such distribution would
result in IMTT Holdings having insufficient reserves with which to meet normal operating expenses
and previously approved capital expenditures, or otherwise failing to comply with financing
agreements and applicable law.
- 25 -
Our interest in IMTT Holdings, from the date of closing our acquisition, May 1, 2006, is reflected
in our equity in earnings and amortization charges of investee line in our financial statements.
At June 30, 2006, we have also recorded a $7.0 million receivable in connection with the expected
receipt of our share of the cash distribution for the second quarter of 2006 which was received on
July 26, 2006.
The key drivers of IMTTs revenue and gross profit are the amount of tank capacity rented to
customers and the rates at which such tankage is rented. Customers generally rent tanks under
contracts with terms of between one and five years. Pursuant to these contracts, customers
generally pay for the capacity of the tank irrespective of whether the tank is actually used. The
key driver of storage capacity utilization and tank rental rates is the demand for tankage relative
to the supply of tankage in a particular region (e.g. New York Harbor, Lower Mississippi River).
Demand for tankage is primarily a function of the level of consumption of the bulk liquid products
stored by the terminals and to a lesser extent the level of imports of such products into the
United States. Demand for petroleum and liquid chemical and agricultural products, the key
products stored by IMTT, historically has generally been driven by the level of economic growth.
Major increases in the supply of new tank capacity in IMTTs key markets has been and is expected
to continue to be limited by the availability of waterfront land with access to the necessary land
based infrastructure (road, rail and pipelines), lengthy environmental and building permitting
processes and high capital costs. Favorable supply/demand balances for bulk liquid storage
currently exist in the markets serviced by IMTTs major facilities. These factors, when combined
with the attributes of IMTTs facilities such as deep water drafts and access to land based
infrastructure have resulted in available storage capacity at IMTTs terminals for both petroleum,
chemical and agricultural products being consistently fully, or near fully, rented to customers.
IMTT earns revenues at its terminals from a number of sources including storage of bulk liquids
(per barrel, per month rental), throughput of liquids (handling charges), heating (a pass through
of the cost associated with heating liquids to prevent viscosity) and other (revenue from blending,
packaging and warehousing, for example). The key elements of revenue generally increase annually on
the basis of inflation escalation provisions in customer contracts.
In operating its terminals, IMTT incurs labor costs, fuel costs, repair and maintenance costs, real
and personal property taxes and other costs (which include insurance and other operating costs such
as utilities and inventory used in packaging and drumming activities).
In 2005, IMTT generated approximately 53% of its total terminal revenue and 45% of its total
terminal gross profit at its Bayonne, NJ facility, which services New York Harbor, and 32% of its
total terminal revenue and 47% of its total terminal gross profit at its St. Rose, LA, Gretna, LA
and Avondale, LA facilities which together service the lower Mississippi River region (with St.
Rose being the largest contributor).
There are two key factors that are likely to materially impact IMTTs total terminal revenue and
total terminal gross profit in the future. First, IMTT has achieved substantial increases in
storage rates at its Bayonne and St. Rose facilities as customer contracts expiring in 2005 and
early 2006 have been renewed. In addition, some customers of IMTT have been extending contracts
that do not expire until late 2006 and 2007 at rates above the existing rates under such contracts.
As a consequence, based on the current level of demand for bulk liquid storage in New York Harbor
and the Lower Mississippi River, it is anticipated that IMTT will achieve annual increases in
terminal revenues-storage in excess of inflation at least through 2008.
Second, over the course of 2006 and 2007, IMTT intends to undertake significant expansion capital
expenditure which is expected to contribute significantly to total terminal gross profit in 2008
and beyond. IMTT is currently constructing a bulk liquid chemical storage and handling facility on
the Mississippi River at Geismar, LA. To date, IMTT has committed approximately $134.0 million of
expansion capital expenditure to the project. Based on the current project scope and subject to
certain minimum volumes of chemical products being handled by the facility, existing customer
contracts will provide for a return of, and return on, the expansion capital by generating terminal
gross profit and EBITDA of approximately $18.8 million per year. Completion of construction of the
initial $134.0 million phase of the GLC project is targeted for the end of 2007. In the aftermath
of hurricane Katrina, construction costs in the region affected by the hurricane have increased and
labor shortages have been experienced. This is expected to have a negative impact on the cost of
constructing the GLC (which may not be offset by an increase in gross profit and EBITDA
contribution) and may also have a negative impact on the construction schedule. In addition, IMTT
is currently in the process of constructing twelve new storage tanks with a total capacity of
approximately 1.2 million barrels at its Louisiana facilities at a total estimated cost of $29.0
million. It is anticipated that construction of these tanks will be completed from late 2006
through mid 2007. Rental contracts with initial terms of at least three years have already been
executed in relation to nine of these tanks with the balance of the tanks to be used to service
customers while their existing tanks are undergoing maintenance over the next five years. Overall,
it is anticipated that the operation of the new tanks will contribute approximately $4.9 million to
IMTTs terminal gross profit and EBITDA annually.
- 26 -
Gas Utility Business
On June 7, 2006, we completed our acquisition of K-1 HGC Investment, L.L.C. (subsequently renamed
Macquarie HGC Investment LLC), which owns HGC Holdings LLC, and The Gas Company, LLC, or TGC. TGC
is a Hawaii limited liability company which owns and operates the sole regulated gas production and
distribution business in Hawaii as well as a propane sales and distribution business in Hawaii.
Founded in 1904, TGC is Hawaiis only full-service gas-energy company. TGC provides both utility
(regulated) and non-utility (unregulated) gas distribution services on the six primary islands in
the state of Hawaii. The utility business includes production, distribution and sales of Synthetic
Natural Gas, or SNG, on the island of Oahu and distribution and sale of Liquefied Petroleum Gas, or
LPG, to customers on all six major Hawaiian islands. Utility revenue consists principally of sales
of thermal units, or therms, of SNG and gallons of LPG. One gallon of LPG is the equivalent of
0.913 therms. The operating costs for the utility business include the cost of locally purchased
feedstock, the cost of manufacturing SNG from the feedstock, LPG purchase costs and the cost of
distributing SNG and LPG to customers. The non-utility business comprises the sale of LPG, through
truck deliveries to individual tanks located on customer sites on all six major islands.
Non-utility revenue consists of sales of LPG. The operating costs for the non-utility business
include the cost of purchased LPG and the cost of distributing the LPG to customers.
Revenue is primarily a function of the volume of SNG and LPG consumed by customers and the price
per thermal unit or gallon charged to customers. Because both SNG and LPG are derived from
petroleum, revenue levels, without organic operating growth, will generally track global oil
prices. TGCs revenue includes fuel adjustment charges, or FACs, through which changes in fuel
costs generally are passed through to customers. As a result, the key measure of the performance
of this business is gross profit.
Volume is primarily driven by demographic and economic growth in the state of Hawaii and by shifts
of end users to gas from other energy sources and competitors. The Hawaii Department of Business,
Economic Development, and Tourism has forecast population and gross state product growth for the
state of 1.1% and 2.2%, respectively, through 2010.
Prices charged by TGC to its customers for the utility gas business are based on HPUC regulated
rates that allow TGC the opportunity to recover the costs of providing utility gas service,
including operating expenses, taxes, a return of capital investments through recovery of
depreciation and a return on the capital invested. TGCs rate structure generally allows us to
maintain a relatively consistent dollar-based margin per thermal unit by passing increases or
decreases in fuel costs to TGCs utility customers through the FAC. The rates that are charged to
non-utility customers are set based on production and delivery costs, and on the cost of fuel and
competitive factors.
We incur expenses in operating and maintaining our facilities and distribution network. The costs
of supporting these assets are generally fixed in nature. Other operating expenses incurred, such
as LPG, feedstock for the SNG plant and revenue-based taxes, vary based on the volume of product
sold. In addition, we incur general and administrative expenses at our executive office that
include expenses for senior management, accounting, information technology, human resources,
environmental compliance, regulatory compliance, employee benefits, rents, utilities, insurance and
other normal business costs.
As part of the regulatory approval process of our acquisition of TGC, we agreed to 14 regulatory
conditions addressing a variety of matters. The material conditions include:
|
|
|
the inability to recover our transaction or transition costs in future rate cases; |
|
|
|
|
the inability of TGC to file for a new rate case with a prospective test year commencing prior to 2009; |
|
|
|
|
a requirement to limit TGC and HGCs ratio of consolidated debt to total capital to 65%; |
|
|
|
|
a requirement to maintain $20.0 million in readily available cash resources at TGC, HGC or the company; |
|
|
|
|
a requirement that TGC revise its Fuel Adjustment Clause to reconcile monthly charges to
corresponding actually incurred fuel expenses; and |
|
|
|
|
a requirement that TGC provide a $4.1 million customer appreciation credit to its gas
customers. |
Results of operations of our gas utility business are included in our quarterly results for the
second quarter of 2006 from June 7, 2006.
Trajen
On July 11, 2006, through our wholly-owned subsidiary North America Capital Holdings Company, or
NACH, we completed the purchase of 100% of the shares of Trajen Holdings, Inc., or Trajen, from a
number of partnerships managed by Capstreet, a private equity firm headquartered in Houston, TX and
other entities and individuals.
Trajen is the holding company for a group of companies, limited liability companies and limited
partnerships that own and operate 23 fixed base operations, or FBOs, at airports in 11 states. The
Trajen business will be integrated with and become a part of our airport services business and
operate as Atlantic Aviation, or Atlantic.
With the acquisition, our airport services business owns and operates a network of 42 FBOs in the
United States, the second largest such network in the industry. FBOs provide fuel and fuel related
services primarily to the general aviation segment of the air transportation industry with a
particular focus on corporate and individually owned jet aircraft.
- 27 -
Results of the operations of Trajen will be included in our quarterly results for the third quarter
of 2006 from the date of acquisition, as a component of our airport services segment.
Recent Developments In Our District Energy Business
On August 31, 2005, ComEd filed a rate case with the Illinois Commerce Commission, or ICC, seeking,
among other things, to increase delivery rates in a manner that would disproportionately impact
larger users of electricity. In December 2005, we joined a consortium of large users to challenge
ComEds rate increase. If the rate case were approved as ComEd had proposed, the electricity
distribution costs for our district energy business would have increased by an estimated $2.0
million annually. On July 26, 2006, the ICC issued its Final Order, which substantially reduced
ComEds proposed rate increase. Based on the terms of the Final Order, we estimate that the
distribution component of our electricity costs would increase by a nominal amount annually,
starting in 2007. The Order, however, is subject to rehearing by the ICC and judicial review.
ComEd has announced that it will seek rehearing of its case. Therefore, we cannot assure you that
our electricity distribution costs will not increase in 2007 beyond the nominal amount estimated
based on the ICCs recent Final Order.
RESULTS OF OPERATIONS
Key Factors Affecting Operating Results
|
|
|
positive contributions from our acquisitions during the last twelve months, including: |
|
o |
|
acquisition of a Las Vegas FBO (Eagle Aviation Resources, or EAR) in our airport services business; |
|
|
o |
|
eight new locations in our airport parking business; |
|
|
o |
|
the IMTT acquisition discussed above, which declared a $7.0 million distribution during the second quarter; and |
|
|
o |
|
the TGC acquisition discussed above; |
|
|
|
increased gross profit across our existing businesses driven by improved performance at
our airport services and airport parking businesses; |
|
|
|
|
recognition of distributions and loan repayments from our existing unconsolidated
businesses totaling $3.4 million to date in 2006; |
|
|
|
|
higher management fees, including the $4.1 million performance fee earned by the manager
in the first quarter, which it has reinvested in shares of trust stock, and higher base
management fees due to our increased investments; and |
|
|
|
|
an increase in interest expense due to the overall increase in our debt to partially
fund our acquisitions, coupled with an overall increase in interest rates. |
Our consolidated results of operations are summarized in the following table ($ in thousands):
- 28 -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30 |
|
|
Six Months Ended June 30 |
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
% |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
% |
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from product sales |
|
|
56,922 |
|
|
|
34,150 |
|
|
|
22,772 |
|
|
|
66.7 |
|
|
|
98,914 |
|
|
|
64,391 |
|
|
|
34,523 |
|
|
|
53.6 |
|
Service revenue |
|
|
47,726 |
|
|
|
37,038 |
|
|
|
10,688 |
|
|
|
28.9 |
|
|
|
90,630 |
|
|
|
71,190 |
|
|
|
19,440 |
|
|
|
27.3 |
|
Financing and equipment lease income |
|
|
1,285 |
|
|
|
1,331 |
|
|
|
(46 |
) |
|
|
(3.5 |
) |
|
|
2,583 |
|
|
|
2,673 |
|
|
|
(90 |
) |
|
|
(3.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
105,933 |
|
|
|
72,519 |
|
|
|
33,414 |
|
|
|
46.1 |
|
|
|
192,127 |
|
|
|
138,254 |
|
|
|
53,873 |
|
|
|
39.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product sales |
|
|
36,010 |
|
|
|
19,708 |
|
|
|
16,302 |
|
|
|
82.7 |
|
|
|
61,279 |
|
|
|
36,803 |
|
|
|
24,476 |
|
|
|
66.5 |
|
Cost of services |
|
|
22,632 |
|
|
|
19,493 |
|
|
|
3,139 |
|
|
|
16.1 |
|
|
|
43,664 |
|
|
|
36,566 |
|
|
|
7,098 |
|
|
|
19.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
47,291 |
|
|
|
33,318 |
|
|
|
13,973 |
|
|
|
41.9 |
|
|
|
87,184 |
|
|
|
64,885 |
|
|
|
22,299 |
|
|
|
34.4 |
|
Selling, general and administrative |
|
|
24,294 |
|
|
|
18,941 |
|
|
|
5,353 |
|
|
|
28.3 |
|
|
|
48,244 |
|
|
|
38,286 |
|
|
|
9,958 |
|
|
|
26.0 |
|
Fees to manager |
|
|
3,718 |
|
|
|
2,209 |
|
|
|
1,509 |
|
|
|
68.3 |
|
|
|
10,196 |
|
|
|
4,152 |
|
|
|
6,044 |
|
|
|
145.6 |
|
Depreciation |
|
|
2,121 |
|
|
|
1,420 |
|
|
|
701 |
|
|
|
49.4 |
|
|
|
3,831 |
|
|
|
2,747 |
|
|
|
1,084 |
|
|
|
39.5 |
|
Amortization of intangibles |
|
|
3,580 |
|
|
|
3,235 |
|
|
|
345 |
|
|
|
10.7 |
|
|
|
7,026 |
|
|
|
6,320 |
|
|
|
706 |
|
|
|
11.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
13,578 |
|
|
|
7,513 |
|
|
|
6,065 |
|
|
|
80.7 |
|
|
|
17,887 |
|
|
|
13,380 |
|
|
|
4,507 |
|
|
|
33.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income |
|
|
2,351 |
|
|
|
6,184 |
|
|
|
(3,833 |
) |
|
|
(62.0 |
) |
|
|
5,002 |
|
|
|
6,184 |
|
|
|
(1,182 |
) |
|
|
(19.1 |
) |
Interest income |
|
|
1,180 |
|
|
|
1,231 |
|
|
|
(51 |
) |
|
|
(4.1 |
) |
|
|
2,882 |
|
|
|
2,330 |
|
|
|
552 |
|
|
|
23.7 |
|
Interest expense |
|
|
(15,604 |
) |
|
|
(7,511 |
) |
|
|
(8,093 |
) |
|
|
107.7 |
|
|
|
(31,267 |
) |
|
|
(15,269 |
) |
|
|
(15,998 |
) |
|
|
104.8 |
|
Equity in earnings (loss) and
amortization charges of investees |
|
|
3,115 |
|
|
|
(1,139 |
) |
|
|
4,254 |
|
|
|
(373.5 |
) |
|
|
5,568 |
|
|
|
514 |
|
|
|
5,054 |
|
|
|
983.3 |
|
Unrealized
gains (loss) on derivative instruments |
|
|
6,487 |
|
|
|
(2,305 |
) |
|
|
8,792 |
|
|
|
(381.4 |
) |
|
|
20,162 |
|
|
|
2,038 |
|
|
|
18,124 |
|
|
|
889.3 |
|
Other income (expense), net |
|
|
94 |
|
|
|
261 |
|
|
|
(167 |
) |
|
|
(64.0 |
) |
|
|
(73 |
) |
|
|
(654 |
) |
|
|
581 |
|
|
|
(88.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before income taxes and
minority interests |
|
|
11,201 |
|
|
|
4,234 |
|
|
|
6,967 |
|
|
|
164.5 |
|
|
|
20,161 |
|
|
|
8,523 |
|
|
|
11,638 |
|
|
|
136.5 |
|
Income tax (benefit) expense |
|
|
1,618 |
|
|
|
579 |
|
|
|
1,039 |
|
|
|
179.4 |
|
|
|
3,011 |
|
|
|
579 |
|
|
|
2,432 |
|
|
|
420.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before minority interests |
|
|
9,583 |
|
|
|
3,655 |
|
|
|
5,928 |
|
|
|
162.2 |
|
|
|
17,150 |
|
|
|
7,944 |
|
|
|
9,206 |
|
|
|
115.9 |
|
Minority interests |
|
|
146 |
|
|
|
306 |
|
|
|
(160 |
) |
|
|
(52.3 |
) |
|
|
152 |
|
|
|
357 |
|
|
|
(205 |
) |
|
|
(57.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
9,437 |
|
|
|
3,349 |
|
|
|
6,088 |
|
|
|
181.8 |
|
|
|
16,998 |
|
|
|
7,587 |
|
|
|
9,411 |
|
|
|
124.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
The increase in our consolidated gross profit was due primarily to the acquisitions of the Las
Vegas FBO in the third quarter of 2005, six off-airport parking facilities (collectively referred
to as SunPark) during the second half of 2005 and TGC on June 7, 2006. Additionally, higher
average dollar per gallon fuel margins combined with stable fuel volumes at existing locations in
our airport services business and higher average revenue per car out in our airport parking
business contributed to increases in gross profit.
Selling, General and Administrative Expenses
The most significant factors in the increase in selling, general and administrative expenses were:
|
|
|
$1.8 million additional costs from our TGC acquisition not reflected in 2005 results; |
|
|
|
|
additional costs at our parking businesss corporate office primarily to support a
larger organization resulting from growth in number of locations; |
|
|
|
|
additional compensation expense related to stock appreciation rights issued during 2006;
and |
|
|
|
|
additional corporate selling, general and administrative costs of $1.1 million due
primarily to costs of approximately $461,000 related to an unsuccessful acquisition bid as
well as residual Sarbanes-Oxley costs. |
Additionally, the management fee paid to our Manager increased due to $4.1 million in performance
fees in 2006 compared to none in 2005, as well as a $1.9 million increase in the base fee due
primarily to our increased investments.
- 29 -
Other Income (Expense)
Our dividend income in 2006 consists of a dividend declared by and received from SEW in the first
quarter and a dividend declared by MCG in the second quarter. The comparable SEW dividend from
2005, which was higher than the SEW dividend received in 2006, was both declared and received in
the second quarter.
Interest income increased primarily as a result of higher interest rates on invested cash in 2006.
Interest expense increased due mostly to a higher level of debt in 2006.
Our equity in the earnings (loss) on our Yorkshire Link investment increased, primarily due to a
gain from changes in the fair value of interest rate swaps that Yorkshire records in the income
statement, compared with a loss recorded in the second quarter of 2005.
The
decrease in other expense in the six months ended June 30, 2006 was due primarily to advisory fees incurred in 2005 related to our
acquisition of two FBOs in California.
Income Taxes
The
Company recorded a pre-tax loss at the MIC, Inc level in the first six months of 2005. However, as the Company was
recently formed with no operating history, it recorded a full valuation allowance on the benefits
of the pre-tax loss incurred. Therefore, the Company recorded no income tax benefit in the first
six months of 2005.
For the
2006 year, the Company projects net income before taxes at the MIC
Inc. level, on which it expects to record a tax expense. The tax
expense it expects to record will reflect the fact that a significant
portion of the income from MIC Inc. should not be subject to income
taxes payable by the Company. The Company also projects deriving net
income before taxes outside MIC Inc. that will not be subject to
income taxes payable by the Company.
Earnings Before Interest, Taxes, Depreciation and Amortization, or EBITDA
We have included EBITDA, a non-GAAP financial measure, on both a consolidated basis as well as for
each segment as we consider it to be an important measure of our overall performance. We believe
EBITDA provides additional insight into the performance of our operating companies and our ability
to service our obligations and support our ongoing dividend policy.
A reconciliation of net income to EBITDA is provided below ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30, |
|
|
|
|
|
|
|
|
|
|
Six
Months Ended June 30, |
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
2006 |
|
|
2005 |
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
% |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income(1) |
|
|
9,437 |
|
|
|
3,349 |
|
|
|
6,088 |
|
|
|
181.8 |
|
|
|
16,998 |
|
|
|
7,587 |
|
|
|
9,411 |
|
|
|
124.0 |
|
Interest expense, net |
|
|
14,424 |
|
|
|
6,280 |
|
|
|
8,144 |
|
|
|
129.7 |
|
|
|
28,385 |
|
|
|
12,939 |
|
|
|
15,446 |
|
|
|
119.4 |
|
Income taxes |
|
|
1,618 |
|
|
|
579 |
|
|
|
1,039 |
|
|
|
179.4 |
|
|
|
3,011 |
|
|
|
579 |
|
|
|
2,432 |
|
|
|
420.0 |
|
Depreciation
(2) |
|
|
4,292 |
|
|
|
3,410 |
|
|
|
882 |
|
|
|
25.9 |
|
|
|
8,290 |
|
|
|
6,631 |
|
|
|
1,659 |
|
|
|
25.0 |
|
Amortization
(3) |
|
|
3,580 |
|
|
|
3,235 |
|
|
|
345 |
|
|
|
10.7 |
|
|
|
7,026 |
|
|
|
6,320 |
|
|
|
706 |
|
|
|
11.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA (1) |
|
|
33,351 |
|
|
|
16,853 |
|
|
|
16,498 |
|
|
|
97.9 |
|
|
|
63,710 |
|
|
|
34,056 |
|
|
|
29,654 |
|
|
|
87.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Net income and EBITDA include non-cash unrealized gain from derivative instruments
of $6.5 million and $20.2 million, for the quarter ended
June 30, 2006, and six months ended June 30, 2006,
respectively. |
|
(2) |
|
Includes depreciation expense of $744,000, $546,000, $1.6 million and $1.0 million for the
airport parking business for the quarters ended June 30, 2006 and 2005 and the six month
periods ended on the same dates, respectively, and $1.4 million, $1.4 million, $2.8 million
and $2.8 million for the district energy business for the quarters ended June 30, 2006 and
2005 and the six month periods ended on the same dates, respectively, which are included in
the cost of services on our consolidated condensed income statement.
Does not include $1.1 million of depreciation expense related to our 50% investment in IMTT for
each of the quarter and six months ended June 30, 2006. |
|
(3) |
|
Does not include $974,000, $1.2 million, $1.9 million and $2.4 million of amortization
expense related to intangible assets in connection with our investment in the toll road
business for the quarters ended June 30, 2006 and 2005 and the six month periods ended on the
same dates, respectively, and $189,000 of amortization expense related to intangible assets of
IMTT for each of the quarter and six months ended June 30, 2006. |
|
- 30 -
BUSINESS SEGMENT OPERATIONS
Airport Services Business
In the prior year, the airport services business consisted of two reportable segments, Atlantic and
AvPorts (referred to as NACH and MANA, respectively, in the below tables). These businesses have
been integrated and are now managed together. Therefore, they are now combined into a single
reportable segment. Results for prior periods have been restated to reflect the new combined
segment.
The following section summarizes the historical consolidated financial performance of our airport
services business for the quarter and six months ended June 30, 2006. Information relating to
existing locations in 2006 represents the results of our airport services business excluding the
results of our FBO in Las Vegas, or EAR. The EAR acquisition column below and total 2006 quarter
and six month results include operating results of EAR which was acquired on August 12, 2005.
Key Factors Affecting Operating Results
|
|
|
contribution of positive operating results from EAR, an FBO in Las Vegas which we acquired in the third quarter of 2005; |
|
|
|
|
higher dollar per gallon fuel margins at existing locations and unchanged fuel volumes; |
|
|
|
|
higher selling, general and administrative costs primarily relating to non-cash and
accrued compensation expense and increased credit card fees based on higher revenues; and |
|
|
|
|
higher interest costs from higher debt levels resulting from the refinancing in December
2005. |
- 31 -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
Existing Locations (NACH & MANA) |
|
|
|
|
|
|
Total |
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30 |
|
|
|
|
|
|
|
|
|
|
EAR |
|
|
Quarter Ended June 30 |
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
Acquisition |
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
% |
|
|
|
$ |
|
|
|
$ |
|
|
$ |
|
|
|
|
$ |
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel revenue |
|
|
40,924 |
|
|
|
34,150 |
|
|
|
6,774 |
|
|
|
19.8 |
|
|
|
5,374 |
|
|
|
46,298 |
|
|
|
34,150 |
|
|
|
12,148 |
|
|
|
35.6 |
|
Non-fuel revenue |
|
|
14,061 |
|
|
|
12,629 |
|
|
|
1,432 |
|
|
|
11.3 |
|
|
|
3,593 |
|
|
|
17,654 |
|
|
|
12,629 |
|
|
|
5,025 |
|
|
|
39.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
54,985 |
|
|
|
46,779 |
|
|
|
8,206 |
|
|
|
17.5 |
|
|
|
8,967 |
|
|
|
63,952 |
|
|
|
46,779 |
|
|
|
17,173 |
|
|
|
36.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue-fuel |
|
|
25,025 |
|
|
|
19,645 |
|
|
|
5,380 |
|
|
|
27.4 |
|
|
|
3,492 |
|
|
|
28,517 |
|
|
|
19,645 |
|
|
|
8,872 |
|
|
|
45.2 |
|
Cost of revenue-non-fuel |
|
|
1,422 |
|
|
|
1,612 |
|
|
|
(190 |
) |
|
|
(11.8 |
) |
|
|
136 |
|
|
|
1,558 |
|
|
|
1,612 |
|
|
|
(54 |
) |
|
|
(3.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue |
|
|
26,447 |
|
|
|
21,257 |
|
|
|
5,190 |
|
|
|
24.4 |
|
|
|
3,628 |
|
|
|
30,075 |
|
|
|
21,257 |
|
|
|
8,818 |
|
|
|
41.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel gross profit |
|
|
15,899 |
|
|
|
14,505 |
|
|
|
1,394 |
|
|
|
9.6 |
|
|
|
1,882 |
|
|
|
17,781 |
|
|
|
14,505 |
|
|
|
3,276 |
|
|
|
22.6 |
|
Non-fuel gross profit |
|
|
12,639 |
|
|
|
11,017 |
|
|
|
1,622 |
|
|
|
14.7 |
|
|
|
3,457 |
|
|
|
16,096 |
|
|
|
11,017 |
|
|
|
5,079 |
|
|
|
46.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit |
|
|
28,538 |
|
|
|
25,522 |
|
|
|
3,016 |
|
|
|
11.8 |
|
|
|
5,339 |
|
|
|
33,877 |
|
|
|
25,522 |
|
|
|
8,355 |
|
|
|
32.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative expenses |
|
|
16,119 |
|
|
|
15,547 |
|
|
|
572 |
|
|
|
3.7 |
|
|
|
2,138 |
|
|
|
18,257 |
|
|
|
15,547 |
|
|
|
2,710 |
|
|
|
17.4 |
|
Depreciation and
amortization |
|
|
3,701 |
|
|
|
3,705 |
|
|
|
(4 |
) |
|
|
(0.1 |
) |
|
|
757 |
|
|
|
4,458 |
|
|
|
3,705 |
|
|
|
753 |
|
|
|
20.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
8,718 |
|
|
|
6,270 |
|
|
|
2,448 |
|
|
|
39.0 |
|
|
|
2,444 |
|
|
|
11,162 |
|
|
|
6,270 |
|
|
|
4,892 |
|
|
|
78.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
gain (loss) on derivative instruments |
|
|
3,580 |
|
|
|
(3,169 |
) |
|
|
6,749 |
|
|
|
(213.0 |
) |
|
|
|
|
|
|
3,580 |
|
|
|
(3,169 |
) |
|
|
6,749 |
|
|
|
(213.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense |
|
|
(29 |
) |
|
|
(25 |
) |
|
|
4 |
|
|
|
16.0 |
|
|
|
|
|
|
|
(29 |
) |
|
|
(25 |
) |
|
|
4 |
|
|
|
16.0 |
|
Interest expense, net (1) |
|
|
(4,124 |
) |
|
|
(3,299 |
) |
|
|
825 |
|
|
|
25.0 |
|
|
|
(733 |
) |
|
|
(4,857 |
) |
|
|
(3,299 |
) |
|
|
1,558 |
|
|
|
47.2 |
|
Provision for income taxes |
|
|
(2,860 |
) |
|
|
(1,228 |
) |
|
|
1,632 |
|
|
|
132.9 |
|
|
|
(598 |
) |
|
|
(3,458 |
) |
|
|
(1,228 |
) |
|
|
2,230 |
|
|
|
181.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) (2) |
|
|
5,285 |
|
|
|
(1,451 |
) |
|
|
6,736 |
|
|
|
(464.2 |
) |
|
|
1,113 |
|
|
|
6,398 |
|
|
|
(1,451 |
) |
|
|
7,849 |
|
|
|
(540.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of net income to EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (2) |
|
|
5,285 |
|
|
|
(1,451 |
) |
|
|
6,736 |
|
|
|
(464.2 |
) |
|
|
1,113 |
|
|
|
6,398 |
|
|
|
(1,451 |
) |
|
|
7,849 |
|
|
|
(540.9 |
) |
Interest expense, net (1) |
|
|
4,124 |
|
|
|
3,299 |
|
|
|
825 |
|
|
|
25.0 |
|
|
|
733 |
|
|
|
4,857 |
|
|
|
3,299 |
|
|
|
1,558 |
|
|
|
47.2 |
|
Provision for income taxes |
|
|
2,860 |
|
|
|
1,228 |
|
|
|
1,632 |
|
|
|
132.9 |
|
|
|
598 |
|
|
|
3,458 |
|
|
|
1,228 |
|
|
|
2,230 |
|
|
|
181.6 |
|
Depreciation and
amortization |
|
|
3,701 |
|
|
|
3,705 |
|
|
|
(4 |
) |
|
|
(0.1 |
) |
|
|
757 |
|
|
|
4,458 |
|
|
|
3,705 |
|
|
|
753 |
|
|
|
20.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
15,970 |
|
|
|
6,781 |
|
|
|
9,189 |
|
|
|
135.5 |
|
|
|
3,201 |
|
|
|
19,171 |
|
|
|
6,781 |
|
|
|
12,390 |
|
|
|
182.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 32 -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
Existing Locations (NACH & MANA) |
|
|
|
|
|
|
Total |
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six
Months Ended June 30 |
|
|
|
|
|
|
|
|
|
|
EAR |
|
|
Six
Months Ended June 30 |
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
Acquisition |
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
% |
|
|
|
$ |
|
|
|
$ |
|
|
$ |
|
|
|
|
$ |
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel revenue |
|
|
77,306 |
|
|
|
64,391 |
|
|
|
12,915 |
|
|
|
20.1 |
|
|
|
10,984 |
|
|
|
88,290 |
|
|
|
64,391 |
|
|
|
23,899 |
|
|
|
37.1 |
|
Non-fuel revenue |
|
|
28,692 |
|
|
|
27,332 |
|
|
|
1,360 |
|
|
|
5.0 |
|
|
|
7,141 |
|
|
|
35,833 |
|
|
|
27,332 |
|
|
|
8,501 |
|
|
|
31.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
105,998 |
|
|
|
91,723 |
|
|
|
14,275 |
|
|
|
15.6 |
|
|
|
18,125 |
|
|
|
124,123 |
|
|
|
91,723 |
|
|
|
32,400 |
|
|
|
35.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue-fuel |
|
|
46,384 |
|
|
|
36,644 |
|
|
|
9,740 |
|
|
|
26.6 |
|
|
|
7,403 |
|
|
|
53,787 |
|
|
|
36,644 |
|
|
|
17,143 |
|
|
|
46.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue-non-fuel |
|
|
3,590 |
|
|
|
3,852 |
|
|
|
(262 |
) |
|
|
(6.8 |
) |
|
|
299 |
|
|
|
3,889 |
|
|
|
3,852 |
|
|
|
37 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue |
|
|
49,974 |
|
|
|
40,496 |
|
|
|
9,478 |
|
|
|
23.4 |
|
|
|
7,702 |
|
|
|
57,676 |
|
|
|
40,496 |
|
|
|
17,180 |
|
|
|
42.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel gross profit |
|
|
30,922 |
|
|
|
27,747 |
|
|
|
3,175 |
|
|
|
11.4 |
|
|
|
3,581 |
|
|
|
34,503 |
|
|
|
27,747 |
|
|
|
6,756 |
|
|
|
24.3 |
|
Non-fuel gross profit |
|
|
25,102 |
|
|
|
23,480 |
|
|
|
1,622 |
|
|
|
6.9 |
|
|
|
6,842 |
|
|
|
31,944 |
|
|
|
23,480 |
|
|
|
8,464 |
|
|
|
36.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit |
|
|
56,024 |
|
|
|
51,227 |
|
|
|
4,797 |
|
|
|
9.4 |
|
|
|
10,423 |
|
|
|
66,447 |
|
|
|
51,227 |
|
|
|
15,220 |
|
|
|
29.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative expenses |
|
|
32,725 |
|
|
|
30,912 |
|
|
|
1,813 |
|
|
|
5.9 |
|
|
|
4,230 |
|
|
|
36,955 |
|
|
|
30,912 |
|
|
|
6,043 |
|
|
|
19.5 |
|
Depreciation and
amortization |
|
|
7,362 |
|
|
|
7,171 |
|
|
|
191 |
|
|
|
2.7 |
|
|
|
1,509 |
|
|
|
8,871 |
|
|
|
7,171 |
|
|
|
1,700 |
|
|
|
23.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
15,937 |
|
|
|
13,144 |
|
|
|
2,793 |
|
|
|
21.2 |
|
|
|
4,684 |
|
|
|
20,621 |
|
|
|
13,144 |
|
|
|
7,477 |
|
|
|
56.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
gain on derivative instruments |
|
|
10,895 |
|
|
|
745 |
|
|
|
10,150 |
|
|
|
1,362.4 |
|
|
|
|
|
|
|
10,895 |
|
|
|
745 |
|
|
|
10,150 |
|
|
|
1,362.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense |
|
|
(65 |
) |
|
|
(948 |
) |
|
|
(883 |
) |
|
|
(93.1 |
) |
|
|
|
|
|
|
(65 |
) |
|
|
(948 |
) |
|
|
(883 |
) |
|
|
(93.1 |
) |
Interest expense, net (1) |
|
|
(11,853 |
) |
|
|
(6,723 |
) |
|
|
5,130 |
|
|
|
76.3 |
|
|
|
(1,917 |
) |
|
|
(13,770 |
) |
|
|
(6,723 |
) |
|
|
7,047 |
|
|
|
104.8 |
|
Provision for income
taxes |
|
|
(5,763 |
) |
|
|
(2,371 |
) |
|
|
3,392 |
|
|
|
143.1 |
|
|
|
(968 |
) |
|
|
(6,731 |
) |
|
|
(2,371 |
) |
|
|
4,360 |
|
|
|
183.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (2) |
|
|
9,151 |
|
|
|
3,847 |
|
|
|
5,304 |
|
|
|
137.9 |
|
|
|
1,799 |
|
|
|
10,950 |
|
|
|
3,847 |
|
|
|
7,103 |
|
|
|
184.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of net
income to EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (2) |
|
|
9,151 |
|
|
|
3,847 |
|
|
|
5,304 |
|
|
|
137.9 |
|
|
|
1,799 |
|
|
|
10,950 |
|
|
|
3,847 |
|
|
|
7,103 |
|
|
|
184.6 |
|
Interest expense, net (1) |
|
|
11,853 |
|
|
|
6,723 |
|
|
|
5,130 |
|
|
|
76.3 |
|
|
|
1,917 |
|
|
|
13,770 |
|
|
|
6,723 |
|
|
|
7,047 |
|
|
|
104.8 |
|
Provision for income
taxes |
|
|
5,763 |
|
|
|
2,371 |
|
|
|
3,392 |
|
|
|
143.1 |
|
|
|
968 |
|
|
|
6,731 |
|
|
|
2,371 |
|
|
|
4,360 |
|
|
|
183.9 |
|
Depreciation and
amortization |
|
|
7,362 |
|
|
|
7,171 |
|
|
|
191 |
|
|
|
2.7 |
|
|
|
1,509 |
|
|
|
8,871 |
|
|
|
7,171 |
|
|
|
1,700 |
|
|
|
23.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
34,129 |
|
|
|
20,112 |
|
|
|
14,017 |
|
|
|
69.7 |
|
|
|
6,193 |
|
|
|
40,322 |
|
|
|
20,112 |
|
|
|
20,210 |
|
|
|
100.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
We have allocated a portion of NACH interest expense to EAR on the basis of
amortization expense of intangible assets, mainly airport contract rights, of
EAR as a proportion of total intangible assets amortization expense. Therefore,
we recognize interest expense on EAR even though we did not incur any
additional senior debt at the time of our acquisition of EAR. |
|
(2) |
|
Corporate allocation expense of $2.0 million, with federal tax effect of
$651,000, has been excluded from the above tables for the quarter and six
months ended June 30, 2006, as they are eliminated on consolidation at the MIC
level. The state tax benefit of $192,000, which is not eliminated, is included
in the above table. The corporate allocation expense was introduced in the
second quarter of 2006. |
- 33 -
Revenue and Gross Profit
Most of the revenue and gross profit in our airport services business is generated through fueling
general aviation aircraft at our 19 fixed base operations around the United States. This revenue
is categorized according to who owns the fuel we use to service these aircraft. If we own the fuel,
we record our cost to purchase that fuel as cost of revenue-fuel. Our corresponding fuel revenue
is our cost to purchase that fuel plus a margin. We generally pursue a strategy of maintaining, and
where appropriate increasing, dollar margins, thereby passing any increase in fuel prices to the
customer. We also have into-plane arrangements whereby we fuel aircraft with fuel owned by another
party. We collect a fee for this service that is recorded as non-fuel revenue. Other non-fuel
revenue includes various services such as hangar rentals, de-icing and airport services. Cost of
revenuenon-fuel includes our cost, if any, to provide these services.
The key factors for our revenue and gross profit are fuel volume and dollar margin per gallon.
This applies to both fuel and into-plane revenue. Our customers will occasionally move from one
category to the other. Therefore, we believe discussing our fuel and non-fuel revenue and gross
profit and the related key metrics on a combined basis provides a more meaningful analysis of our
airport services business.
Our total revenue and gross profit growth was due to several factors:
|
|
|
inclusion of the results of EAR in the full quarter and six months of 2006; |
|
|
|
|
rising cost of fuel, which we generally pass on to customers; and |
|
|
|
|
an increase in average dollar per gallon fuel margins at existing locations, resulting
largely from a higher proportion of transient customers, which generally pay higher
margins, partially offset by reduced de-icing activity in the first quarter of 2006
compared to 2005 due to milder weather in the northeast US. |
Our operations at New Orleans, LA and Gulfport, MS were impacted by hurricane Katrina. Some of our
hangar and terminal facilities were damaged. However, our results for the quarter and six month
period were not significantly affected by this or any other hurricane. We believe that we have an
appropriate level of insurance coverage to repair or rebuild our facilities and to cover us for any
business interruption we experience in the near term. We anticipate that combined traffic at these
facilities in 2006 may be lower than in 2005 as travel to New Orleans and Gulfport has slowed.
However, we believe that this will not have a significant effect on our results overall in 2006 and
thereafter.
Operating Expenses
The increase in selling, general and administrative expenses for the existing locations is due to:
|
|
|
additional office costs resulting from higher rent and utility costs; |
|
|
|
|
additional credit card fees related to increased fuel revenue; and |
|
|
|
|
increased compensation expense largely due to issuance of Stock Appreciation Rights in the first quarter of 2006. |
The increase in depreciation and amortization expense is primarily due to the addition of the Las
Vegas FBO.
Interest Expense, Net
The increase in interest expense is due to the increased debt level associated with the debt
refinancing, a non-cash interest charge relating to our interest rate swap and non-cash
amortization of deferred financing costs. In December 2005, we refinanced two existing debt
facilities with a single debt facility, increasing outstanding borrowings by $103.5 million.
Subsequent to June 30, 2006, we increased borrowings under this facility to finance our acquisition
of Trajen. See Note 17, Subsequent Events, to our consolidated condensed financial statements in
Part I, Item I of this Form 10-Q/A for further information relating to this acquisition which is
incorporated herein by reference.
EBITDA
The
increase in EBITDA from existing locations, excluding the non-cash
gain on derivative instruments, is due to:
|
|
|
increased average dollar per gallon fuel margins; and |
|
|
|
|
lower other expense due to transaction costs incurred in 2005 relating to our acquisition of two FBOs in California; |
|
|
|
|
partially offset by lower de-icing revenues in the first quarter; and |
|
|
|
|
higher selling, general and administrative costs, predominantly related to non-cash or
accrued compensation expenses, utilities and credit card fees. |
- 34 -
Airport Parking Business
In the following discussion, new locations refer to locations in operation during the quarter or
six-month period ended June 2006, but not in operation throughout the comparable period in 2005.
Comparable locations refer to locations in operation throughout the quarter or six-month period
ended June 2005 and 2006.
We had eight new locations for the quarter and six months ended June 30, 2006. The new locations
included:
|
|
|
the SunPark facilities acquired in October 2005 located in Houston, Oklahoma City, St.
Louis, Buffalo, Philadelphia and Columbus; |
|
|
|
|
the Priority facility acquired in July 2005 located in Philadelphia; and |
|
|
|
|
the First Choice facility acquired in October 2005 located in Cleveland. |
During the first quarter of 2006, we consolidated two adjacent facilities in Philadelphia. As part
of this consolidation, our Avistar Philadelphia facility was effectively closed and its capacity
made available to the SunPark Philadelphia facility. We consider the consolidated operation to be
a new location for the first quarter of 2006. Accordingly, the stand alone results for Avistar
Philadelphia for the quarter and six months ended June 30, 2005 and June 30, 2006 have been
excluded from comparable locations and included in new locations. The financial and operating
results reported for new locations in the quarter and six months ended June 30, 2005 is for
Philadelphia Avistar only.
We had 22 comparable locations for the quarter ended June 30, 2006, including 19 locations that
were comparable in 2005 (excluding Avistar Philadelphia) and facilities in St. Louis, Newark
(Haynes Avenue) and Oakland (Pardee) that were new locations in 2005.
Key Factors Affecting Operating Results
Key factors influencing operating results were as follows:
|
|
|
contribution from new locations; |
|
|
|
|
price increases and reduced discounting in selected markets contributed to the 13.8%
increase in average revenue per car out for comparable locations during the quarter; |
|
|
|
|
marketing efforts targeted at customers with a longer average stay increased average
overnight occupancy by 6.7% for comparable locations during the quarter; |
|
|
|
|
improved operating margins at comparable locations; and |
|
|
|
|
cash settlement received, related to a 2003 acquisition, included in other income. |
- 35 -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
Quarter Ended June 30 |
|
|
|
|
|
|
|
|
|
Six Months Ended June 30 |
|
|
|
|
|
|
|
|
(unaudited) |
|
2006 |
|
2005 |
|
Change |
|
2006 |
|
2005 |
|
Change |
|
|
$ |
|
$ |
|
$ |
|
% |
|
$ |
|
$ |
|
$ |
|
% |
Revenue |
|
|
19,782 |
|
|
|
14,275 |
|
|
|
5,507 |
|
|
|
38.6 |
|
|
|
37,998 |
|
|
|
27,584 |
|
|
|
10,414 |
|
|
|
37.8 |
|
Direct expenses (1) |
|
|
13,524 |
|
|
|
10,188 |
|
|
|
3,336 |
|
|
|
32.7 |
|
|
|
26,959 |
|
|
|
20,294 |
|
|
|
6,665 |
|
|
|
32.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
6,258 |
|
|
|
4,087 |
|
|
|
2,171 |
|
|
|
53.1 |
|
|
|
11,039 |
|
|
|
7,290 |
|
|
|
3,749 |
|
|
|
51.4 |
|
Selling, general and
administrative expenses |
|
|
1,573 |
|
|
|
1,280 |
|
|
|
293 |
|
|
|
22.9 |
|
|
|
3,273 |
|
|
|
2,235 |
|
|
|
1,038 |
|
|
|
46.4 |
|
Amortization of
intangibles |
|
|
472 |
|
|
|
609 |
|
|
|
(137 |
) |
|
|
(22.5 |
) |
|
|
878 |
|
|
|
1,218 |
|
|
|
(340 |
) |
|
|
(27.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
4,213 |
|
|
|
2,198 |
|
|
|
2,015 |
|
|
|
91.7 |
|
|
|
6,888 |
|
|
|
3,837 |
|
|
|
3,051 |
|
|
|
79.5 |
|
Unrealized
gain (loss) on derivative instruments |
|
|
336 |
|
|
|
(139 |
) |
|
|
475 |
|
|
|
(341.7 |
) |
|
|
1,004 |
|
|
|
31 |
|
|
|
973 |
|
|
|
NM |
|
Interest expense, net |
|
|
(4,362 |
) |
|
|
(2,289 |
) |
|
|
(2,073 |
) |
|
|
90.6 |
|
|
|
(8,226 |
) |
|
|
(4,403 |
) |
|
|
(3,880 |
) |
|
|
88.1 |
|
Other income (expense) |
|
|
409 |
|
|
|
22 |
|
|
|
387 |
|
|
NM |
|
|
|
317 |
|
|
|
(3 |
) |
|
|
320 |
|
|
NM |
|
Income tax
expense(benefit) |
|
|
183 |
|
|
|
|
|
|
|
183 |
|
|
|
NM |
|
|
|
(43 |
) |
|
|
|
|
|
|
(43 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest in
earnings of consolidated
subsidiaries |
|
|
(15 |
) |
|
|
44 |
|
|
|
(59 |
) |
|
|
(134.1 |
) |
|
|
109 |
|
|
|
110 |
|
|
|
(1 |
) |
|
|
(0.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit (loss) (2) |
|
|
398 |
|
|
|
(164 |
) |
|
|
562 |
|
|
|
(342.7 |
) |
|
|
78 |
|
|
|
(428 |
) |
|
|
506 |
|
|
|
(118.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of net
profit (loss) to EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit (loss) (2) |
|
|
398 |
|
|
|
(164 |
) |
|
|
562 |
|
|
|
(342.7 |
) |
|
|
78 |
|
|
|
(428 |
) |
|
|
506 |
|
|
|
(118.2 |
) |
Interest expense, net |
|
|
4,362 |
|
|
|
2,289 |
|
|
|
2,073 |
|
|
|
90.6 |
|
|
|
8,283 |
|
|
|
4,403 |
|
|
|
3,880 |
|
|
|
88.1 |
|
Income tax
expense |
|
|
183 |
|
|
|
|
|
|
|
183 |
|
|
|
|
|
|
|
(43 |
) |
|
|
|
|
|
|
(43 |
) |
|
|
|
|
Depreciation |
|
|
744 |
|
|
|
546 |
|
|
|
198 |
|
|
|
36.3 |
|
|
|
1,609 |
|
|
|
1,049 |
|
|
|
560 |
|
|
|
53.4 |
|
Amortization of
intangibles |
|
|
472 |
|
|
|
609 |
|
|
|
(137 |
) |
|
|
(22.5 |
) |
|
|
878 |
|
|
|
1,218 |
|
|
|
(340 |
) |
|
|
(27.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
6,159 |
|
|
|
3,280 |
|
|
|
2,879 |
|
|
|
87.8 |
|
|
|
10,805 |
|
|
|
6,242 |
|
|
|
4,563 |
|
|
|
73.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM Not meaningful |
|
(1) |
|
Includes depreciation expense of $744,000 and $546,000 for the quarters
ended June 30, 2006 and 2005, respectively, and $1.6 million and $1.0 million
for the six months ended June 30, 2006 and 2005, respectively. |
|
(2) |
|
Corporate allocation expense of $2.4 million with federal tax effect of
$765,000, has been excluded from the above table for the quarter and six months
ended June 30, 2006 as they are eliminated on consolidation at MIC level. The
state tax benefit of $189,000, which is not eliminated, is included in the
above table. The corporate allocation expense was introduced in the second
quarter of 2006. |
- 36 -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30 |
|
Six Months Ended June 30 |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Operating Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues (000s)(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New locations |
|
$ |
4,458 |
|
|
$ |
269 |
|
|
$ |
8,683 |
|
|
$ |
512 |
|
Comparable locations |
|
$ |
15,324 |
|
|
$ |
14,006 |
|
|
$ |
29,320 |
|
|
$ |
27,071 |
|
Comparable locations increase |
|
|
9.4 |
% |
|
|
|
|
|
|
8.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit Margin: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New locations |
|
|
33.6 |
% |
|
|
19.0 |
% |
|
|
31.2 |
% |
|
|
17.4 |
% |
Comparable locations |
|
|
31.0 |
% |
|
|
29.0 |
% |
|
|
28.3 |
% |
|
|
27.5 |
% |
Comparable locations increase |
|
|
2.0 |
% |
|
|
|
|
|
|
0.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parking Revenues (000s)(2): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New locations |
|
$ |
4,413 |
|
|
$ |
269 |
|
|
$ |
8,581 |
|
|
$ |
512 |
|
Comparable locations |
|
$ |
14,775 |
|
|
$ |
13,401 |
|
|
$ |
28,253 |
|
|
$ |
26,047 |
|
Comparable locations increase |
|
|
10.3 |
% |
|
|
|
|
|
|
8.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cars Out(3): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New locations |
|
|
165,191 |
|
|
|
6,981 |
|
|
|
327,583 |
|
|
|
13,002 |
|
Comparable locations |
|
|
378,410 |
|
|
|
390,460 |
|
|
|
733,853 |
|
|
|
748,980 |
|
Comparable locations decrease |
|
|
-3.1 |
% |
|
|
|
|
|
|
-2.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Revenue per Car Out: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New locations |
|
$ |
26.72 |
|
|
$ |
38.49 |
|
|
$ |
26.19 |
|
|
$ |
39.38 |
|
Comparable locations |
|
$ |
39.04 |
|
|
$ |
34.32 |
|
|
$ |
38.50 |
|
|
$ |
34.78 |
|
Comparable locations increase |
|
|
13.8 |
% |
|
|
|
|
|
|
10.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Overnight Occupancy(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New locations |
|
|
5,909 |
|
|
|
357 |
|
|
|
5,905 |
|
|
|
333 |
|
Comparable locations |
|
|
16,428 |
|
|
|
15,395 |
|
|
|
15,754 |
|
|
|
14,826 |
|
Comparable locations increase |
|
|
6.7 |
% |
|
|
|
|
|
|
6.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Locations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New locations |
|
|
8 |
|
|
|
|
|
|
|
8 |
|
|
|
|
|
Comparable locations |
|
|
22 |
|
|
|
|
|
|
|
22 |
|
|
|
|
|
|
|
|
(1) |
|
Total revenues include revenues from all sources, including parking revenues, and
non-parking revenues such as those derived from transportation services and rental of
premises. |
|
(2) |
|
Parking revenues include all receipts from parking related revenue streams, which
includes monthly membership, and third party distribution companies. |
|
(3) |
|
Cars out refers to the total number of customers exiting during the period. |
|
(4) |
|
Average overnight occupancy refers to aggregate average daily occupancy measured
for all locations at the lowest point of the day and does not reflect turnover and intra-day
activity. |
Revenue
Revenue increased due to the addition of eight new locations during the quarter and an increase in
average revenue per car out at comparable locations.
New locations represent 26% of our portfolio by number of locations and contributed 23% of total
revenue for the quarter ended June 30, 2006. We believe the contribution from these facilities
will continue to grow as customers are exposed to our branding, marketing and service.
- 37 -
The lower average revenue per car
at new locations in the quarter ended June 30, 2006 reflects the
acquisition of new locations in lower-priced markets compared to the relatively higher-priced
Avistar Philadelphia market.
The decrease in cars out at comparable
locations reflects a continued strategic shift away from
daily parkers and a greater marketing emphasis on attracting leisure travelers during the quarter.
Daily parkers, typically airport employees, contribute to a higher number of cars out but pay
discounted rates. Leisure travelers tend to have longer average stays.
Average revenue per car out increased at
our comparable locations primarily due to implementation
of our yield management strategy, including price increases and reduced discounting in selected
markets and our marketing program. Specifically, we launched a new marketing program in April,
inviting customers to pay the undiscounted rac rate and receive a voucher for a complimentary
companion airline ticket that can be redeemed from a third party provider. The response to this
program has been strong and we intend to continue this program at least through to the end of 2006.
Average overnight occupancies at
comparable locations were driven by a relatively larger proportion
of customers with a longer average stay in the first six months of 2006. Typically, leisure
travelers have a higher average number of days per visit than business travelers.
Our airport parking business as a whole
has sufficient capacity to accommodate further growth. At
locations where we are operating at peak capacity intra-day, we continue to evaluate and implement
strategies to expand capacity of these locations, including the use of additional overflow
facilities and car lifts. For example, during the first six months of 2006 we recovered additional
capacity from a sub-tenant, operated vehicle lifts and, during peak periods, offered customers
valet service at self park facilities.
Direct Expenses
Direct expenses for the quarter and
six months ended June 30, 2006 increased due primarily to
additional costs associated with operating eight new locations. Direct expenses at comparable
locations were also affected by higher real estate, fuel and advertising costs offset by lower
insurance costs.
We intend to continue pursuing costs
savings through standardization of staff scheduling to
minimize overtime and implementation of a new bulk fuel purchase program that was signed in June
2006.
We note that direct expenses include rent in
excess of lease, a non-cash item, in the amount of
$561,000 and $510,000 for the quarters ended June 30, 2006 and 2005, respectively, and $1.1 million
and $1.0 million for the six-month period ended June 30, 2006 and 2005, respectively.
Selling, General and Administrative Expenses
Selling, general and administrative
expenses for the quarter and six month period increased due
primarily to payroll costs associated with the expansion of the management team to support
additional locations and the retirement of two members of senior management from the business.
Amortization of Intangibles
Amortization for the quarter decreased
due largely to the elimination of amortization of
non-compete agreements that expired in December 2005, partially offset by an increase in the fair
value of the assets acquired in the fourth quarter 2005.
Interest Expense, Net
Interest expense in the quarter and six
month period increased due to the additional interest and
finance cost amortization associated with the new debt raised to finance the 2005 acquisitions and
higher LIBOR rates.
Our two primary borrowings are subject to
interest rate hedges which effectively cap our interest
rate when the 30-day LIBOR rate is 4.5%. In March 2006 the LIBOR rate exceeded the cap rate and
interest cap payments totaling $232,000 and $266,000 were realized during the second quarter and
first six months of 2006, respectively. This amount was recorded as a reduction in interest
expense.
EBITDA
EBITDA,
excluding non-cash gains on derivative instruments, increased in the quarter and six
month period largely as a result of the 2005 acquisitions,
improved profit margins and proceeds from a settlement related to a 2003 acquisition. Net proceeds
from the settlement totaled $417,000 and were recorded in other income in the second quarter. The
increase in profit margins at our new locations reflects the acquisition of locations
predominantly on owned land compared to the leased location at Avistar Philadelphia.
- 38 -
District Energy Business
Key
Factors Affecting Operating Results
|
|
|
capacity revenue generally increased in-line with inflation; |
|
|
|
|
earlier timing of pre-season maintenance expense for system reliability compared to the prior year; and |
|
|
|
|
scheduled increases in contract consumption rates in accordance with the terms of
existing customer contracts increased revenue to offset lower ton-hour sales from cooler
weather. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
Quarter Ended June 30 |
|
|
|
|
|
|
|
|
|
Six Months Ended June 30 |
|
|
(unaudited) |
|
2006 |
|
2005 |
|
Change |
|
2006 |
|
2005 |
|
Change |
|
|
$ |
|
$ |
|
$ |
|
% |
|
$ |
|
$ |
|
$ |
|
% |
Cooling capacity revenue |
|
|
4,241 |
|
|
|
4,127 |
|
|
|
114 |
|
|
|
2.8 |
|
|
|
8,430 |
|
|
|
8,186 |
|
|
|
244 |
|
|
|
3.0 |
|
Cooling consumption revenue |
|
|
5,258 |
|
|
|
5,365 |
|
|
|
(107 |
) |
|
|
(2.0 |
) |
|
|
6,733 |
|
|
|
6,724 |
|
|
|
9 |
|
|
|
0.1 |
|
Other revenue |
|
|
791 |
|
|
|
642 |
|
|
|
149 |
|
|
|
23.2 |
|
|
|
1,636 |
|
|
|
1,364 |
|
|
|
272 |
|
|
|
19.9 |
|
Finance lease revenue |
|
|
1,285 |
|
|
|
1,331 |
|
|
|
(46 |
) |
|
|
(3.5 |
) |
|
|
2,583 |
|
|
|
2,673 |
|
|
|
(90 |
) |
|
|
(3.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
11,575 |
|
|
|
11,465 |
|
|
|
110 |
|
|
|
1.0 |
|
|
|
19,382 |
|
|
|
18,947 |
|
|
|
435 |
|
|
|
2.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct expenses electricity |
|
|
3,341 |
|
|
|
3,259 |
|
|
|
82 |
|
|
|
2.5 |
|
|
|
4,285 |
|
|
|
4,281 |
|
|
|
4 |
|
|
|
0.1 |
|
Direct expenses other (1) |
|
|
4,208 |
|
|
|
4,497 |
|
|
|
(289 |
) |
|
|
(6.4 |
) |
|
|
8,529 |
|
|
|
8,298 |
|
|
|
231 |
|
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct expenses total |
|
|
7,549 |
|
|
|
7,756 |
|
|
|
(207 |
) |
|
|
(2.7 |
) |
|
|
12,814 |
|
|
|
12,579 |
|
|
|
235 |
|
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
4,026 |
|
|
|
3,709 |
|
|
|
317 |
|
|
|
8.5 |
|
|
|
6,568 |
|
|
|
6,368 |
|
|
|
200 |
|
|
|
3.1 |
|
Selling, general and
administrative expenses |
|
|
978 |
|
|
|
858 |
|
|
|
120 |
|
|
|
14.0 |
|
|
|
1,775 |
|
|
|
1,715 |
|
|
|
60 |
|
|
|
3.5 |
|
Amortization of intangibles |
|
|
341 |
|
|
|
341 |
|
|
|
|
|
|
|
|
|
|
|
678 |
|
|
|
678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
2,707 |
|
|
|
2,510 |
|
|
|
197 |
|
|
|
7.8 |
|
|
|
4,115 |
|
|
|
3,975 |
|
|
|
140 |
|
|
|
3.5 |
|
Interest expense, net |
|
|
(2,106 |
) |
|
|
(2,016 |
) |
|
|
(90 |
) |
|
|
4.5 |
|
|
|
(4,176 |
) |
|
|
(4,158 |
) |
|
|
(18 |
) |
|
|
0.4 |
|
Other income (expense) |
|
|
44 |
|
|
|
265 |
|
|
|
(221 |
) |
|
|
(83.4 |
) |
|
|
(35 |
) |
|
|
297 |
|
|
|
(332 |
) |
|
|
(111.8 |
) |
(Provision) benefit for
income taxes |
|
|
(94 |
) |
|
|
|
|
|
|
(94 |
) |
|
|
|
|
|
|
239 |
|
|
|
|
|
|
|
239 |
|
|
|
|
|
Minority interest |
|
|
(130 |
) |
|
|
(350 |
) |
|
|
220 |
|
|
|
(62.9 |
) |
|
|
(261 |
) |
|
|
(467 |
) |
|
|
206 |
|
|
|
(44.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) (2) |
|
|
421 |
|
|
|
409 |
|
|
|
12 |
|
|
|
2.9 |
|
|
|
(118 |
) |
|
|
(353 |
) |
|
|
235 |
|
|
|
(66.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of net
income (loss) to EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) (2) |
|
|
421 |
|
|
|
409 |
|
|
|
12 |
|
|
|
2.9 |
|
|
|
(118 |
) |
|
|
(353 |
) |
|
|
235 |
|
|
|
(66.6 |
) |
Interest expense, net |
|
|
2,106 |
|
|
|
2,016 |
|
|
|
90 |
|
|
|
4.5 |
|
|
|
4,176 |
|
|
|
4,158 |
|
|
|
18 |
|
|
|
0.4 |
|
Provision (benefit)
for income taxes |
|
|
94 |
|
|
|
|
|
|
|
94 |
|
|
|
|
|
|
|
(239 |
) |
|
|
|
|
|
|
(239 |
) |
|
|
|
|
Depreciation |
|
|
1,427 |
|
|
|
1,445 |
|
|
|
(18 |
) |
|
|
(1.2 |
) |
|
|
2,850 |
|
|
|
2,836 |
|
|
|
14 |
|
|
|
0.5 |
|
Amortization of
intangibles |
|
|
341 |
|
|
|
341 |
|
|
|
|
|
|
|
|
|
|
|
678 |
|
|
|
678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
4,389 |
|
|
|
4,211 |
|
|
|
178 |
|
|
|
4.2 |
|
|
|
7,347 |
|
|
|
7,319 |
|
|
|
28 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes depreciation expense of $1.4 million for each of the quarters
ended June 30, 2006 and 2005 and $2.9 million and $2.8 million for the six
months ended June 30, 2006 and 2005, respectively. |
|
(2) |
|
Corporate allocation expense of $1.3 million, with federal tax effect of
$431,000, has been excluded from the above table for the quarter and six months
ended June 30, 2006, as they are eliminated on consolidation at the MIC level.
The state tax benefit of $97,000, which is not eliminated, is included in the
above table. The corporate allocation expense was introduced in the second
quarter of 2006. |
- 39 -
Gross Profit
Gross profit increased primarily due to annual inflation-related increases of contract capacity
rates and scheduled increases in contract consumption rates in accordance with the terms of
existing customer contracts, offsetting lower ton-hour sales from cooler weather and higher
electric costs related to signing new energy supply contracts at three of our plants. Other
revenue increased due to our pass-through to customers of the higher cost of natural gas
consumables, which are included in other direct expenses.
Gross profit in the second quarter also increased due to the earlier timing of pre-season
maintenance expense for system reliability. A higher percentage of our pre-season maintenance was
conducted in the first quarter of 2006 than was conducted in the first quarter of 2005. As a
result, we incurred lower maintenance expenditures in the second quarter of 2006, which offset the
higher maintenance expenditures incurred during the first quarter.
Selling, General and Administrative Expenses
Selling, general and administrative expense increased primarily due to higher legal and third party
consulting fees related to strategy work in preparation for the pending 2007 deregulation of
Illinois electricity market offset by the effects of adopting a new long-term incentive plan for
management employees that required a net reduction in the liability previously accrued under the
former plan.
Interest Expense, Net
The decrease in net interest expense was due to higher interest income from the general increase in
bank interest rates. Our interest rate on our senior debt is a fixed rate.
Other Income
The decrease in other income was due to a gain in 2005 related to a minority investors share of a
settlement providing for the early release of escrow established with the Aladdin bankruptcy.
EBITDA
EBITDA increased primarily due to the annual increases in contract capacity and consumption rates
offsetting lower ton-hour sales from cooler weather and higher selling, general and administrative
expenses.
Gas Utility Business
We acquired TGC on June 7, 2006. Accordingly, our consolidated operating results only reflect the
results of operations of TGC for the 24-day period of June 7, 2006 though June 30, 2006. For this
24 day period revenue was $10.6 million, gross profit was $4.2 million and income before taxes was
$312,000. Income before taxes excludes a gain of $6.0 million recognized by TGC relating to swaps
transferred to TGC by us. This gain was eliminated on consolidation at the MIC level.
Because TGCs results of operations are only included in our financial results for a short period
of 2006, the following analysis compares the historical results of operations for TGC under its
current and prior owner. We believe that this is a more appropriate approach to explaining the
historical financial performance and trends of TGC than discussing the composition of the 24 day
period that is included in our results. The following table compares the historical financial
performance of TGC for the quarter and six months ended June 30, 2006 (including the period owned
by us) to the comparable 2005 periods.
Key Factors Affecting Operating Results
|
|
|
Therms sold in each of the utility and non-utility sectors increased, mostly
resulting from organic growth in the business; |
|
|
|
|
Cost per therms increased by 24% due principally to higher petroleum costs that
are generally recoverable in billing rates; and |
|
|
|
|
Gross profit per therm increased 6% for the utility and 8% for the non-utility
operations due to lower losses of gas while the product is in pipelines and increased revenue
taxes (which benefit gross profit since the revenue-based taxes are included in revenue but
the related and offsetting expense is included below the gross profit line, in
operating costs). |
- 40 -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
Quarter Ended June 30 |
|
|
|
|
|
|
|
|
|
Six Months Ended June 30 |
|
|
(unaudited) |
|
2006 |
|
2005 |
|
Change |
|
2006 |
|
2005 |
|
Change |
|
|
$ |
|
$ |
|
$ |
|
% |
|
$ |
|
$ |
|
$ |
|
% |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utility |
|
|
23,864 |
|
|
|
20,808 |
|
|
|
3,056 |
|
|
|
14.7 |
|
|
|
48,784 |
|
|
|
41,017 |
|
|
|
7,767 |
|
|
|
18.9 |
|
Non-utility |
|
|
17,716 |
|
|
|
15,262 |
|
|
|
2,454 |
|
|
|
16.1 |
|
|
|
33,784 |
|
|
|
29,890 |
|
|
|
3,894 |
|
|
|
13.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
41,580 |
|
|
|
36,070 |
|
|
|
5,510 |
|
|
|
15.3 |
|
|
|
82,568 |
|
|
|
70,907 |
|
|
|
11,661 |
|
|
|
16.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Generation and purchased gas: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utility |
|
|
13,678 |
|
|
|
10,421 |
|
|
|
3,257 |
|
|
|
31.3 |
|
|
|
26,642 |
|
|
|
20,256 |
|
|
|
6,386 |
|
|
|
31.5 |
|
Non-utility |
|
|
10,047 |
|
|
|
9,384 |
|
|
|
663 |
|
|
|
7.1 |
|
|
|
19,926 |
|
|
|
17,146 |
|
|
|
2,780 |
|
|
|
16.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
17,855 |
|
|
|
16,265 |
|
|
|
1,590 |
|
|
|
9.8 |
|
|
|
36,000 |
|
|
|
33,505 |
|
|
|
2,495 |
|
|
|
7.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production |
|
|
896 |
|
|
|
1,047 |
|
|
|
(151 |
) |
|
|
(14.4 |
) |
|
|
2,052 |
|
|
|
1,872 |
|
|
|
180 |
|
|
|
9.6 |
|
Transmission and distribution |
|
|
3,731 |
|
|
|
3,387 |
|
|
|
344 |
|
|
|
10.2 |
|
|
|
7,049 |
|
|
|
6,542 |
|
|
|
507 |
|
|
|
7.7 |
|
Taxes-other than income |
|
|
2,424 |
|
|
|
2,116 |
|
|
|
308 |
|
|
|
14.6 |
|
|
|
4,932 |
|
|
|
4,223 |
|
|
|
709 |
|
|
|
16.8 |
|
Selling, general and administrative expenses |
|
|
4,087 |
|
|
|
3,619 |
|
|
|
468 |
|
|
|
12.9 |
|
|
|
7,816 |
|
|
|
7,503 |
|
|
|
313 |
|
|
|
4.2 |
|
Depreciation and amortization |
|
|
1,417 |
|
|
|
1,368 |
|
|
|
49 |
|
|
|
3.6 |
|
|
|
2,785 |
|
|
|
2,573 |
|
|
|
212 |
|
|
|
8.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
5,300 |
|
|
|
4,728 |
|
|
|
572 |
|
|
|
12.1 |
|
|
|
11,366 |
|
|
|
10,792 |
|
|
|
574 |
|
|
|
5.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(2,749 |
) |
|
|
(989 |
) |
|
|
(1,760 |
) |
|
|
178.0 |
|
|
|
(3,960 |
) |
|
|
(1,883 |
) |
|
|
(2,077 |
) |
|
|
110.3 |
|
Unrealized
gain on derivatives |
|
|
1,912 |
|
|
|
|
|
|
|
1,912 |
|
|
|
NM |
|
|
|
1,912 |
|
|
|
|
|
|
|
1,912 |
|
|
|
NM |
|
Other (expense) income |
|
|
(2,033 |
) |
|
|
104 |
|
|
|
(2,137 |
) |
|
NM |
|
|
|
(1,844 |
) |
|
|
1,474 |
|
|
|
(3,318 |
) |
|
|
(225.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes (1) |
|
|
2,430 |
|
|
|
3,843 |
|
|
|
(1,413 |
) |
|
|
(36.8 |
) |
|
|
7,474 |
|
|
|
10,383 |
|
|
|
(2,909 |
) |
|
|
(28.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of income before taxes to EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes (1) |
|
|
2,430 |
|
|
|
3,843 |
|
|
|
(1,413 |
) |
|
|
(36.8 |
) |
|
|
7,474 |
|
|
|
10,383 |
|
|
|
(2,909 |
) |
|
|
(28.0 |
) |
Interest expense, net |
|
|
2,749 |
|
|
|
989 |
|
|
|
1,760 |
|
|
|
178.0 |
|
|
|
3,960 |
|
|
|
1,883 |
|
|
|
2,077 |
|
|
|
110.3 |
|
Depreciation and amortization |
|
|
1,417 |
|
|
|
1,368 |
|
|
|
49 |
|
|
|
3.6 |
|
|
|
2,785 |
|
|
|
2,573 |
|
|
|
212 |
|
|
|
8.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
6,596 |
|
|
|
6,200 |
|
|
|
396 |
|
|
|
6.4 |
|
|
|
14,219 |
|
|
|
14,839 |
|
|
|
(620 |
) |
|
|
(4.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM Not meaningful |
|
(1) |
|
Gain on transfer of swaps of $6.0 million for the quarter and six months ended June 30, 2006,
has been excluded from income before taxes in the above table, since this amount was eliminated on
consolidation at the MIC level in the second quarter of 2006. |
Gross Profit
The key factors generating gross profit are volume of SNG and LPG sold and dollar-based margin per
therm. TGCs gross profit growth was due primarily to the following factors:
|
|
|
Therms sold in the utility sector increased 2% and 1% for the quarter and six month
periods, respectively, while therms sold in the non-utility sector increased 4% and 1% for
the quarter and six month periods, respectively. This overall increase in therms sold
included the benefit of a 1% increase in the number of customers that TGC serves. |
|
|
|
|
Gross profit per therm for the utility operation decreased 4% for the second quarter due
to timing of periodic revenue billing adjustments in 2006 as compared to the timing of 2005
billing adjustments, partially offset by lower product losses during
pipeline distribution. Utility gross profit increased 6% for the six month period due
primarily to lower product losses during pipeline distribution. |
- 41 -
|
|
|
Gross profit per therm for the non-utility operations increased 25% and 8%,
respectively, for both the quarter and six month periods due to the pro-rata accrual of a
contract revenue adjustment in 2006 and lower propane inventory losses. |
The combination of the factors cited above, plus the recovery of revenue taxes, resulted in the
overall increase in gross profit. This is a function of maintaining relatively consistent per therm
margins on an increased therm sales volume.
Operating Expenses
Production costs and transmission and distributions costs were higher for the six month period due
to increased personnel costs, higher electricity costs, the cost to rent an electrical generator at
the SNG plant due to reliability issues with a power supplier, costs associated with converting
pipeline maps to an electronic database and a non-recurring cost to repair the SNG transmission
line.
Production costs decreased slightly for the second quarter due to favorable timing of maintenance
expenditures at the SNG plant. Transmission and distribution costs were higher for the second
quarter as a result of increased personnel costs and costs for the pipeline map conversion and SNG
transmission line repair, as discussed above.
Taxes other than income are comprised of payroll taxes, and an 8.9% tax on regulated sales and a
4.2% tax on unregulated sales. This expense increased as a result of higher sales volumes and
revenue, a large component of which was due to increased fuel costs.
Selling, general and administrative expenses increased due primarily to personnel and benefit cost
increases and transitional costs relating to staff resourcing, offset by cost savings resulting
from the termination of two administrative services agreements from third party providers.
Depreciation and amortization for the first half of 2006 was slightly higher than in 2005 due to
equipment additions and depreciation and amortization related to the higher asset basis following
our purchase of TGC in June 2006.
Interest Expense, Net
Interest expense increased in 2006 due primarily to increasing interest rates and the higher debt
balance incurred to fund our acquisition of the business in early June 2006. The $160 million of
long-term debt, which carries a blended margin of 50 basis points, has been hedged through 2009.
The effective interest rate on the debt is 5.345%.
Other (Expense) Income
Other expense for the first half of 2006 was comprised principally of sale closing expenses. Other
income for the first half of 2005 was due to receipt of a $1.3 million payment from an electric
utility company to reimburse TGC under a cost sharing arrangement, for entry into an energy
corridor fuel pipeline right-of-way.
EBITDA
For the
second quarter and first half of 2006 compared with the same periods
of 2005, EBITDA (excluding non-cash gains on derivatives)
declined by $1.5 million and $2.5 million, respectively. The second quarter decrease was the result
of approximately $2.0 million of costs associated with our purchase of the business, partially
offset by improved operating results of $500,000. The decrease for the first half, in addition to
the second quarter factors discussed, was also due to the 2005 receipt of a $1.3 million energy
corridor payment that did not reoccur in 2006.
International-Matex Tank Terminals
We completed our acquisition of a 50% interest in IMTT on May 1, 2006. Therefore IMTT only
contributed to our consolidated results from this date. We included $240,000 of net income in our
consolidated results for the six months ended June 2006, consisting of $1.0 million equity in the
earnings of IMTT (net of $554,000 tax expense) less $789,000 depreciation and amortization expense
(net of $546,000 tax benefit). IMTT declared a dividend of $14.0 million in June 2006 with $7.0
million payable to MIC Inc. that we have recorded as a receivable at June 30, 2006, and received on
July 26, 2006.
To enable meaningful analysis of IMTTs performance across periods, IMTTs performance for the full
quarter ended June 30, 2006 and full six months ended June 30, 2006, compared in both cases to
prior corresponding periods, is discussed below.
Key Factors Affecting Operating Results
|
|
|
Terminal revenue and terminal gross profit increased
principally due to increases in average tank rental rates; and |
|
|
|
|
Environmental response gross profit increased due to activities related to hurricane
Katrina and a significant spill response job undertaken in the second quarter. |
- 42 -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited) |
|
Quarter Ended June 30 |
|
|
|
|
|
|
|
|
|
Six Months Ended June 30 |
|
|
|
|
2006 |
|
2005 |
|
Change |
|
2006 |
|
2005 |
|
Change |
|
|
$ |
|
$ |
|
$ |
|
% |
|
$ |
|
$ |
|
$ |
|
% |
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terminal revenue |
|
|
46,569 |
|
|
|
43,110 |
|
|
|
3,459 |
|
|
|
8.0 |
|
|
|
94,332 |
|
|
|
88,584 |
|
|
|
5,748 |
|
|
|
6.5 |
|
Terminal
revenue heating |
|
|
3,032 |
|
|
|
3,375 |
|
|
|
(343 |
) |
|
|
(10.2 |
) |
|
|
10,542 |
|
|
|
9,376 |
|
|
|
1,166 |
|
|
|
12.4 |
|
Environmental response revenue |
|
|
5,243 |
|
|
|
2,960 |
|
|
|
2,283 |
|
|
|
77.1 |
|
|
|
10,006 |
|
|
|
5,904 |
|
|
|
4,102 |
|
|
|
69.5 |
|
Nursery revenue |
|
|
3,107 |
|
|
|
3,534 |
|
|
|
(427 |
) |
|
|
(12.1 |
) |
|
|
6,057 |
|
|
|
6,853 |
|
|
|
(796 |
) |
|
|
(11.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
57,951 |
|
|
|
52,979 |
|
|
|
4,972 |
|
|
|
9.4 |
|
|
|
120,937 |
|
|
|
110,717 |
|
|
|
10,220 |
|
|
|
9.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terminal operating costs |
|
|
23,921 |
|
|
|
23,707 |
|
|
|
214 |
|
|
|
0.9 |
|
|
|
48,731 |
|
|
|
45,867 |
|
|
|
2,864 |
|
|
|
6.2 |
|
Terminal
operating costs fuel |
|
|
3,292 |
|
|
|
3,717 |
|
|
|
(425 |
) |
|
|
(11.4 |
) |
|
|
9,435 |
|
|
|
9,505 |
|
|
|
(70 |
) |
|
|
(0.7 |
) |
Environmental response operating
costs |
|
|
2,858 |
|
|
|
2,274 |
|
|
|
584 |
|
|
|
25.7 |
|
|
|
5,954 |
|
|
|
4,541 |
|
|
|
1,413 |
|
|
|
31.1 |
|
Nursery operating costs |
|
|
3,446 |
|
|
|
3,174 |
|
|
|
272 |
|
|
|
8.6 |
|
|
|
6,272 |
|
|
|
6,303 |
|
|
|
(31 |
) |
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs |
|
|
33,517 |
|
|
|
32,872 |
|
|
|
645 |
|
|
|
2.0 |
|
|
|
70,392 |
|
|
|
66,216 |
|
|
|
4,176 |
|
|
|
6.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terminal gross profit |
|
|
22,388 |
|
|
|
19,061 |
|
|
|
3,327 |
|
|
|
17.5 |
|
|
|
46,708 |
|
|
|
42,588 |
|
|
|
4,120 |
|
|
|
9.7 |
|
Environmental response gross profit |
|
|
2,385 |
|
|
|
686 |
|
|
|
1,699 |
|
|
|
247.7 |
|
|
|
4,052 |
|
|
|
1,363 |
|
|
|
2,689 |
|
|
|
197.3 |
|
Nursery gross profit |
|
|
(339 |
) |
|
|
360 |
|
|
|
(699 |
) |
|
|
(194.2 |
) |
|
|
(215 |
) |
|
|
550 |
|
|
|
(765 |
) |
|
|
(139.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
24,434 |
|
|
|
20,107 |
|
|
|
4,327 |
|
|
|
21.5 |
|
|
|
50,545 |
|
|
|
44,501 |
|
|
|
6,044 |
|
|
|
13.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
5,307 |
|
|
|
5,061 |
|
|
|
246 |
|
|
|
4.9 |
|
|
|
10,866 |
|
|
|
10,213 |
|
|
|
653 |
|
|
|
6.4 |
|
Depreciation and amortization |
|
|
7,484 |
|
|
|
7,382 |
|
|
|
102 |
|
|
|
1.4 |
|
|
|
15,165 |
|
|
|
14,767 |
|
|
|
398 |
|
|
|
2.7 |
|
Mark-to-market (gain) loss on
non-hedging derivatives |
|
|
(419 |
) |
|
|
31 |
|
|
|
(450 |
) |
|
NM |
|
|
|
(986 |
) |
|
|
(1,240 |
) |
|
|
254 |
|
|
|
(20.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
12,062 |
|
|
|
7,633 |
|
|
|
4,429 |
|
|
|
58.0 |
|
|
|
25,500 |
|
|
|
20,761 |
|
|
|
4,739 |
|
|
|
22.8 |
|
Interest expense |
|
|
3,983 |
|
|
|
5,666 |
|
|
|
(1,683 |
) |
|
|
(29.7 |
) |
|
|
9,400 |
|
|
|
11,334 |
|
|
|
(1,934 |
) |
|
|
(17.1 |
) |
Provision for income taxes |
|
|
3,276 |
|
|
|
860 |
|
|
|
2,416 |
|
|
|
280.9 |
|
|
|
6,486 |
|
|
|
4,294 |
|
|
|
2,192 |
|
|
|
51.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
4,803 |
|
|
|
1,107 |
|
|
|
3,696 |
|
|
|
333.9 |
|
|
|
9,614 |
|
|
|
5,133 |
|
|
|
4,481 |
|
|
|
87.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of net income to EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
4,803 |
|
|
|
1,107 |
|
|
|
3,696 |
|
|
|
333.9 |
|
|
|
9,614 |
|
|
|
5,133 |
|
|
|
4,481 |
|
|
|
87.3 |
|
Interest expense |
|
|
3,983 |
|
|
|
5,666 |
|
|
|
(1,683 |
) |
|
|
(29.7 |
) |
|
|
9,400 |
|
|
|
11,334 |
|
|
|
(1,934 |
) |
|
|
(17.1 |
) |
Provision for income taxes |
|
|
3,276 |
|
|
|
860 |
|
|
|
2,416 |
|
|
|
280.9 |
|
|
|
6,486 |
|
|
|
4,294 |
|
|
|
2,192 |
|
|
|
51.0 |
|
Depreciation and amortization |
|
|
7,484 |
|
|
|
7,382 |
|
|
|
102 |
|
|
|
1.4 |
|
|
|
15,165 |
|
|
|
14,767 |
|
|
|
398 |
|
|
|
2.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
19,546 |
|
|
|
15,015 |
|
|
|
4,531 |
|
|
|
30.2 |
|
|
|
40,665 |
|
|
|
35,528 |
|
|
|
5,137 |
|
|
|
14.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue and Gross Profit
Terminal revenue increased due to a 0.9% and 1% increase in storage capacity rented to customers in
the quarter and six-month periods, respectively, and a 6.9% and 6.6% increase in average storage
rates for the second quarter and six-month periods, respectively. Overall storage capacity rented
to customers remained effectively stable at 95% of available storage capacity. Terminal
revenue also increased due to the increase in the earnings of IMTTs Quebec terminal and the
write-off of a payable in the six-month period that is not expected to reoccur. In the six months
to June 30, 2006, IMTT also achieved a $1.2 million improvement in the differential between
terminal revenue heating and terminal operating costs fuel due to increased demand for heating
and increases in unit fuel prices, both of which generated an increased differential.
The increase in terminal revenue was partially offset by an increase in terminal operating costs.
This increase was principally due to general increases in direct labor and health benefit costs,
repair and maintenance and property taxes, offset partially by a non-cash natural resource damage
settlement accrual in New Jersey in the second quarter of 2005 that did not re-occur in the second
quarter of 2006.
- 43 -
Environmental response gross profit increased principally due to spill clean up activities
resulting from hurricane Katrina and a significant new spill response job undertaken.
The nursery gross profit decreased due to a reduction in demand for plants and a write-down of
unsaleable inventory in the aftermath of hurricane Katrina.
Operating Expenses
General and administrative expenses increased due to general increases in direct labor and benefit
expenses and expansion of the environmental response businesss marketing function.
Interest Expense, Net
Net interest expense declined due to the reduction in outstanding debt and increase in interest
income from liquid asset balances resulting from our investment in IMTT.
EBITDA
EBITDA increased due to the increased gross profit from terminal operations and from environmental
response activities offset partially by a decline in gross profit contribution from the nursery
business and an increase in general and administrative expenses.
Toll Road Business
Our consolidated results related to the toll road business consist of two main components:
|
|
|
our equity in the earnings of Connect M1-A1 Holdings Limited, or CHL, which we hold
through Macquarie Yorkshire Limited, net of amortization expense; and |
|
|
|
|
net interest income resulting from loans between us and a subsidiary of CHL. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
Quarter Ended June 30 |
|
|
|
|
|
|
|
|
|
Six Months Ended June 30 |
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
Change |
|
2006 |
|
2005 |
|
Change |
|
|
$ |
|
$ |
|
$ |
|
% |
|
$ |
|
$ |
|
$ |
|
% |
Equity in earnings
of investee |
|
|
3,840 |
|
|
|
36 |
|
|
|
3,804 |
|
|
NM |
|
|
|
7,226 |
|
|
|
2,888 |
|
|
|
4,338 |
|
|
|
150.2 |
|
Amortization |
|
|
(974 |
) |
|
|
(1,175 |
) |
|
|
201 |
|
|
|
17.1 |
|
|
|
(1,907 |
) |
|
|
(2,375 |
) |
|
|
468 |
|
|
|
(19.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in
earnings and
amortization of
investee |
|
|
2,866 |
|
|
|
(1,139 |
) |
|
|
4,005 |
|
|
|
(351.6 |
) |
|
|
5,319 |
|
|
|
513 |
|
|
|
4,806 |
|
|
NM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We own our toll road business through our 50% interest in CHL and share control with our joint
venture partner Balfour Beatty plc. In addition to our share of the net income from the toll road
business, less amortization expense, we also earned interest income for the quarter and six months
ended June 30, 2006 from our shareholder loans to Connect M1-A1 Limited, the wholly-owned
subsidiary of CHL that holds the toll road concession, of $420,000 and $827,000, respectively,
offset by $269,000 and $520,000, respectively, in interest expense for our loan from Connect M1-A1
Limited. Interest income (comprising interest on shareholder loans and bank interest) and interest
expense for the quarter ended June 30, 2005 was $457,000 and $259,000, respectively, and for the
six months ended June 30, 2005 was $933,000 and $519,000, respectively.
CHLs revenue for the quarter ended June 30, 2006 was £12.1 million, 1.6% lower than for the
quarter ended June 30, 2005. This was due to a 0.7% decrease in vehicle kilometers for the quarter
ended June 30, 2006 compared to the quarter ended June 30, 2005. CHLs revenue for the six months
ended June 30, 2006 was £23.8 million, similar to the six months ended June 30, 2005.
Direct expenses for the quarter ended June 30, 2006 were £3.1 million including £2.6 million of
depreciation expense. Expenses for the quarter were 10.7% higher than the quarter ended June 30,
2005 due to $0.2 million increase in maintenance costs.
- 44 -
Net income for the quarter ended June 30, 2006 was £4.2 million compared with £41,000 for the
quarter ended June 30, 2005. This increase was due to a £1.9 million gain from changes in the
value of interest rate swaps during the second quarter of 2006 due to higher interest rates,
compared with a £4.4 million loss from the second quarter of 2005, net of the impact of lower
revenue and higher direct expenses in 2006 as discussed above. Net income for the six months ended
June 30, 2006 of £7.6 million was higher than £3.1 million net income for the comparable period of
2005 largely due to the same factors as described for the quarters.
Investments
Macquarie Communications Infrastructure Group, or MCG
MCG paid a cash distribution of Australian dollar 19.5 cents per stapled security on February 13,
2006 for the six months ended December 31, 2005. We received $2.2 million net of withholding
taxes. In addition, MCG declared a distribution of Australian dollar 19.5 cents per stapled
security on June 26, 2006 for the six months ended June 30, 2006, for which we expect to receive
$2.2 million net of withholding taxes in August 2006. Cash distributions for the full year of 2006
are therefore expected to be approximately $4.4 million net of withholding taxes, an increase of
34.5% in cash distribution for the year ended June 30, 2006.
South East Water, or SEW
Included in our results for the six months ended June 30, 2006 is $2.7 million in dividend income
from our investment in SEW, which we recorded in the first quarter. For the year ended December
31, 2006, we expect to receive total dividends from our investment in SEW of $5.9 million.
LIQUIDITY AND CAPITAL RESOURCES
We do not intend to retain significant cash balances in excess of what are prudent reserves. We
believe that we will have sufficient liquidity and capital resources to meet our future liquidity
requirements, including in relation to our acquisition strategy, our debt obligations and our
dividend policy. We base our assessment on the following assumptions that:
|
|
all of our businesses and investments generate, and will continue to generate, significant operating cash flow; |
|
|
|
the ongoing maintenance capital expenditures associated with our businesses are modest and readily funded from their
respective operating cash flow; |
|
|
|
all significant short-term growth capital expenditure will be funded with cash on hand or from committed undrawn debt
facilities; |
|
|
|
CHLs amortizing debt can be paid from operating cash flow; |
|
|
|
payments on Thermal Chicago/Northwind Aladdins debt that will begin to amortize in 2007 can be paid from operating cash
flow; |
|
|
|
we will be able to raise equity to refinance amounts borrowed under our revolving credit facility prior to its maturity; and |
|
|
|
following an equity refinancing, we will have $300.0 million of revolving financing. |
The section below discusses the sources and uses of cash of our businesses and investments.
Our Consolidated Cash Flow
The following information details our consolidated cash flows from operating, financing and
investing activities for the periods ended
June 30, 2006 and June 30, 2005.
On a consolidated basis, cash flow provided by operating activities totalled $23.4 million in the
six months ended June 30, 2006. Cash flow from operations increased 12.9% over the first six
months in 2005. The increase is primarily the result of the positive contribution from acquisitions
made by our airport services business and continued organic growth in our consolidated businesses.
Offsetting these increases were higher interest expenses resulting from increased debt levels and
higher interest rates generally.
On a consolidated basis, cash flow used in investing activities totalled $506.5 million in the six
months ended June 30, 2006. This was a significant increase over the first six months in 2005.
- 45 -
In the second quarter of 2006, the Company acquired International-Matex Tank Terminals for
$257.0 million. In addition, our gas utility business was purchased for $263.3 million, less $7.8
million cash acquired, in the second quarter of 2006.
On a consolidated basis, cash flow
provided by financing activities totalled $405.5 million in the
first six months of 2006. Cash flow from financing activities increased significantly over the
first six months in 2005. Our gas utility business borrowed $160.0 million to finance the equity
component of the TGC acquisition.
Included in cash flows from financing activities for the
six months ended June 30, 2006 are distributions paid to shareholders of $27.1 million, representing the $0.50 per
share distributions for the quarters ended December 31, 2005 and March 31, 2006. The distribution
for the quarter ended June 30, 2006 was increased to $0.525 per share and will be paid to shareholders on September 11, 2006.
During the quarter ended June 30, 2006, we borrowed $274.0 million under the revolving portion of
the MIC Inc. acquisition facility to finance our acquisition of 50% of the equity of IMTT Holdings
and our acquisition of The Gas Company. Subsequent to June 30, 2006, additional debt was drawn by
MIC Inc. and the airport services business to finance the Trajen acquisition. The amended terms of
this facility are described in Note 8, Long-Term Debt, of our consolidated condensed financial
statements in Part I, Item I of this Form 10-Q/A which is incorporated herein by reference.
As of June 30, 2006, our consolidated cash and cash equivalent balances totalled $37.8 million.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended, June 30, |
|
|
($ in thousands) |
|
2006 |
|
2005 |
|
Change |
Cash provided by operations
|
|
$ |
23,419 |
|
|
$ |
20,744 |
|
|
|
12.9 |
% |
Cash used in investing activities
|
|
$ |
(506,545 |
) |
|
$ |
(51,650 |
) |
|
NM
|
Cash provided by financing activities
|
|
$ |
405,457 |
|
|
$ |
11,235 |
|
|
NM
|
NM Not meaningful
Airport Services Business Cash Flow
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
Ended June 30, |
($ in thousands) |
|
2006 |
|
2005 |
Cash provided by operations
|
|
$ |
21,864 |
|
|
$ |
9,169 |
|
Cash used in investing activities
|
|
$ |
(1,138 |
) |
|
$ |
(51,327 |
) |
Cash (used in) provided by financing activities
|
|
$ |
(17,868 |
) |
|
$ |
44,238 |
|
Key factors influencing cash flow from our airport services business were as follows:
|
|
|
the acquisition of EAR in August 2005 that has increased cash flow in the first six
months of 2006 compared to the first six months of 2005; |
|
|
|
|
improved performance at existing locations; |
|
|
|
|
an increase in interest paid reflecting higher debt levels; |
|
|
|
|
increase in working capital of $5.5 million, primarily relating to increase in accounts
receivable, income tax receivables, and accounts payable offset by a decrease in accrued
expenses; |
|
|
|
|
capital expenditures were $1.1 million in 2006 compared to $1.6 million in 2005, and
included $1.0 million for maintenance and $81,000 for expansion; |
|
|
|
|
distributions to MIC Inc. of $17.4 million in 2006 compared to $6.7 million in 2005; |
|
|
|
|
the acquisition in the first quarter of 2005 of GAH and related proceeds received from
the issuance of long term debt and a capital contribution from MIC Inc. in January 2005;
and |
|
|
|
|
subsequent to June 30, 2006, additional debt of $180.0 million drawn to partially
finance the Trajen acquisition. |
For our airport services businesss debt and credit facilities, see Liquidity and Capital
Resources in Part II, Item 7 of our Annual Report of
Form 10-K/A, as filed on October 16, 2006, for the fiscal year ended December
31, 2005. Material changes to our debt and credit facilities since March 14, 2006, our 10-K filing
date, are discussed in Note 8, Long-Term Debt, of the Notes to Consolidated Condensed Financial
Statements in Part I, Item 1 of this Quarterly Report on
Form 10-Q/A which is incorporated herein by
reference.
- 46 -
Airport Parking Business Cash Flow
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
Ended June 30, |
($ in thousands) |
|
2006 |
|
2005 |
Cash provided by operations
|
|
$ |
3,433 |
|
|
$ |
2,192 |
|
Cash used in investing activities
|
|
$ |
(2,168 |
) |
|
$ |
(377 |
) |
Cash used in financing activities
|
|
$ |
(3,197 |
) |
|
$ |
(141 |
) |
Key factors influencing cash flow from our airport parking business were as follows:
|
|
|
an increase in working capital of $715,000 through management of accounts receivable and payable balances; |
|
|
|
|
2006 shuttle bus acquisitions funded with cash rather than capital lease obligations as in 2005; and |
|
|
|
|
repayment, in part, of loan from MIC Inc. and a receipt of cash settlement related to acquisitions in 2003. |
For our airport parking businesss debt and credit facilities, see Liquidity and Capital
Resources in Part II, Item 7 of our Annual Report of
Form 10-K/A, as filed on October 16, 2006, for the fiscal year ended December
31, 2005. Material changes to our debt and credit facilities since March 14, 2006, our 10-K filing
date, are discussed in Note 17, Subsequent Events, of the Notes
to the Consolidated Condensed Financial Statements in Part I,
Item 1 of this Quarterly Report on Form 10-Q/A which is
incorporated herein by reference.
District Energy Business Cash Flow
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
Ended June 30, |
($ in thousands) |
|
2006 |
|
2005 |
Cash provided by operations
|
|
$ |
4,499 |
|
|
$ |
4,162 |
|
Cash (used in) provided by investing activities
|
|
$ |
(1,109 |
) |
|
$ |
39 |
|
Cash used in financing activities
|
|
$ |
(3,879 |
) |
|
$ |
(4,061 |
) |
Key factors influencing cash flow from our district energy business were as follows:
|
|
|
working capital usage reflecting timing of trade receivables and payment of accrued expenses; |
|
|
|
|
increase in cash used due to the timing of on-going maintenance capital
expenditures for system reliability and the 2005 goodwill adjustment of $694,000 related to
our share of a settlement providing for the early release of escrow on the Aladdin
bankruptcy; |
|
|
|
dividend distributions of $5.5 million in 2006 compared to $4.6 million in 2005; and |
|
|
|
|
additional borrowings in 2006 of $1.9 million to finance capital expenditures. |
For our district energy businesss debt and
credit facilities, see Liquidity and Capital
Resources in Part II, Item 7 of our Annual Report of
Form 10-K/A, as filed on October 16, 2006, for the fiscal year ended December
31, 2005. We have not had any material changes to our debt and credit facilities since March 14,
2006, our 10-K filing date, except as noted below:
|
|
|
|
|
|
|
debt service ratio at June 30, 2006: |
|
2.18 : 1 |
|
|
|
drawdown of revolving credit facility as of June 30, 2006: |
|
$2.7 million |
- 47 -
Gas Utility Business Cash Flow
Because TGCs cash flows are only included in our financial results for a short period of 2006, the
following analysis compares the historical cash flows for TGC under its current and prior owner.
We believe that this is a more appropriate approach to explaining the historical cash flow trends
of TGC than discussing the composition of the 24 day period that is included in our consolidated
cash flows.
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
Ended June 30, |
($ in thousands) |
|
2006 |
|
2005 |
Cash provided by operations
|
|
$ |
11,211 |
|
|
$ |
11,618 |
|
Cash used in investing activities
|
|
$ |
(260,207 |
) |
|
$ |
(3,376 |
) |
Cash provided by (used in) financing activities
|
|
$ |
255,450 |
|
|
$ |
(3,153 |
) |
Key factors influencing cash flow from our gas distribution business were as follows:
|
|
|
the decrease in operating cash flow for the first half of 2006 was mainly the result of
normal working capital fluctuations. The key factors that drive operating cash flows
include customer receipts less purchases of fuel, materials and supplies, and less payment
of payroll and benefit costs, franchise and revenue taxes, vendor services and
administrative charges; |
|
|
|
|
cash used in investing activities increased mainly due to our acquisition of TGC; and |
|
|
|
|
cash provided by financing activities increased due to $160.0 million of new term debt
incurred to finance the purchase of TGC, $106.7 million of capital received from us upon
our acquisition of the business, and $2.0 million drawn on TGCs revolving credit agreement
to fund working capital needs immediately following the acquisition. |
At June 30, 2006, TGC had cash of $5.9 million and had $18.0 million available to borrow under its
$20 million revolving credit facility. On July 7, 2006, TGC repaid the $2.0 million outstanding
under the revolving credit facility, restoring its available balance to $20.0 million. A $1.0
million cash dividend was paid to MIC Inc. on July 21, 2006.
For our gas utilities businesss debt and credit facilities, see Note 8, Long-Term Debt, of the
Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Quarterly Report on
Form 10-Q/A which is incorporated herein by reference.
IMTT Cash Flow
The acquisition of our 50% interest in IMTT was completed on May 1, 2006. The following analysis
compares the historical cash flows for IMTT under its current and prior owners. We believe that
this is a more appropriate approach to explaining the historical cash flow trends of IMTT, rather
than discussing the cash flows from IMTT included in our consolidated cash flows for the period May
1, 2006 through June 30, 2006.
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
|
Ended June 30, |
|
($ in thousands) |
|
2006 |
|
|
2005 |
|
Cash provided by operations |
|
$ |
38,799 |
|
|
$ |
26,134 |
|
Cash used in investing activities |
|
$ |
(33,512 |
) |
|
$ |
(14,050 |
) |
Cash provided by (used in) financing activities |
|
$ |
87,646 |
|
|
$ |
(11,198 |
) |
Key factors influencing cash flow at IMTT were as follows:
|
|
|
cash provided by operations increased due to an increase in gross profit and a decrease
in interest paid as discussed in Business Segment Operations and a reduction in working
capital; |
|
|
|
|
cash used in investing activities increased principally due to high levels of specific
capital expenditure relating to the construction of the new facility at Geismar, LA and the
construction of new storage tanks at IMTTs existing facility at St. Rose, LA as discussed
in Capital Expenditure; and |
|
|
|
|
substantial cash was provided to IMTT from financing activities as a result of our
investment in IMTT net of dividends paid to the existing shareholders of IMTT and
repayments of borrowings. |
- 48 -
The following tables summarize the key terms of IMTTs senior debt facilities as at June 30, 2006.
All of these senior debt facilities rank equally and are guaranteed by IMTTs key operating
subsidiaries.
|
|
|
|
|
|
|
|
|
Senior Notes |
|
Senior Notes |
|
Revolving Credit Facility |
Amount Outstanding
as at June 30, 2006.
|
|
$50.0 million
|
|
$60.0 million
|
|
$38.9 million
letters of credit
outstanding |
|
|
|
|
|
|
|
Undrawn Amount
|
|
N/A
|
|
N/A
|
|
$101.1 million
available for cash
draw or letter of
credit. |
|
|
|
|
|
|
|
Term
|
|
November, 2016
|
|
November, 2016
|
|
November, 2007 |
|
|
|
|
|
|
|
Amortization
|
|
$7.14 million per annum
commencing November, 2010
through November 2015
with balance payable at
maturity.
|
|
$8.57 million per annum
commencing November, 2010
through November 2015 with
balance payable at maturity.
|
|
Revolving. Payable
at maturity. |
|
|
|
|
|
|
|
Interest Rate
|
|
Fixed at 8%.
|
|
Fixed at 7.15%.
|
|
Floating at LIBOR +
1.075% to 1.7%
based on Debt to
EBITDA ratio grid. |
|
|
|
|
|
|
|
Makewhole on Early
Repayment
|
|
Makewhole equals
difference between the
outstanding principal
balance and the value of
the senior notes
discounting the remaining
payments at a discount
rate of 0.5% over the
U.S. treasury security
with a maturity equal to
the remaining weighted
average maturity of
senior notes.
|
|
Makewhole equals difference
between the outstanding
principal balance and the
value of the senior notes
discounting the remaining
payments at a discount rate
of 0.5% over the U.S.
treasury security with a
maturity equal to the
remaining weighted average
maturity of senior notes.
|
|
Nil. |
|
|
|
|
|
|
|
Debt Service
Reserves Required
|
|
Nil.
|
|
Nil.
|
|
Nil. |
|
|
|
|
|
|
|
Security
|
|
Unsecured
|
|
Unsecured
|
|
Unsecured
Debt to EBITDA: Max
4.0x |
|
|
|
|
|
|
|
Financial Covenants
|
|
Debt to EBITDA: Max 4.0x
|
|
|
|
EBITDA to Interest: |
(applicable to
IMTTs key operating
subsidiaries on a
combined basis).
|
|
EBITDA to Interest: Min
3.25x
Min Tangible Net Worth:
$161.6 million
|
|
Debt to EBITDA: Max 4.0x
EBITDA to Interest: Min 3.25x
Min Tangible Net Worth:
$161.6 million
|
|
Min 3.25x
Min Tangible Net
Worth: $161.6
million |
|
|
|
|
|
|
|
Financial Covenant
Ratios as at June
30, 2006. (IMTTs
key operating
subsidiaries on a
|
|
Debt to EBITDA Ratio: 2.5x
EBITDA to Interest Ratio:
8.2x
Tangible Net Worth: $270.0 million
|
|
Debt to EBITDA Ratio: 2.5x
EBITDA to Interest Ratio: 8.2x
Tangible Net Worth: $270.0 million
|
|
Debt to EBITDA
Ratio: 2.5x
EBITDA to Interest
Ratio: 8.2x
Tangible Net Worth: $270.0 million |
combined basis).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restrictions on
payments of
dividends
|
|
None provided no default
as a result of payment
|
|
None provided no default as a
result of payment
|
|
None provided no
default as a result
of payment |
|
|
|
|
|
|
|
Interest Rate Hedging
|
|
|
|
|
|
Hedged when drawn
with the balance of
$50m, 6.4% fixed v
LIBOR interest rate
swap expiring
October 2007 not
used to hedge
IMTTs tax exempt
debt. |
- 49 -
|
|
|
|
|
|
|
|
|
|
|
|
|
New Jersey Economic |
|
|
|
|
New Jersey Economic |
|
Development Authority |
|
|
|
|
Development Authority Dock |
|
Variable Rate Demand |
|
|
|
|
Facility Revenue Refund |
|
Revenue Refunding |
|
|
CAD Revolving Credit Facility |
|
Bonds |
|
Bond |
Amount Outstanding
as at June 30, 2006
|
|
$5.6 million
|
|
$30.0 million
|
|
$6.3 million |
|
|
|
|
|
|
|
Undrawn Amount
|
|
$9.4 million
|
|
N/A
|
|
N/A |
|
|
|
|
|
|
|
Term
|
|
November, 2007
|
|
December, 2027
|
|
December, 2021 |
|
|
|
|
|
|
|
Amortization
|
|
Revolving. Payable at
maturity.
|
|
Payable at maturity.
|
|
Payable at maturity. |
|
|
|
|
|
|
|
Interest Rate
|
|
Floating at CAD Bankers
Acceptance Rate + 1.075%
to 1.7% based on Debt to
EBITDA ratio grid
|
|
Floating at tax exempt
bond daily tender rates
|
|
Floating at tax exempt bond daily
tender rates |
|
|
|
|
|
|
|
Makewhole on Early
Repayment |
|
Nil. |
|
Nil. |
|
Nil. |
|
|
|
|
|
|
|
Debt Service
Reserves Required |
|
Nil |
|
Nil |
|
Nil |
|
|
|
|
|
|
|
Security |
|
Unsecured |
|
Unsecured (required to be
supported at all times by
bank letter of credit
issued under the
revolving credit
facility). |
|
Unsecured (required
to be supported at
all times by bank
letter of credit
issued under the
revolving credit
facility). |
|
|
|
|
|
|
|
Financial Covenants
(applicable to IMTTs key operating
subsidiaries on a
combined basis). |
|
Debt to EBITDA: Max 4.0x EBITDA to Interest: Min 3.25x
Min Tangible Net Worth: $161.6 million |
|
Nil. |
|
Nil. |
|
|
|
|
|
|
|
Financial Covenant
Ratios as at June 30,
2006 (IMTTs key
operating subsidiaries on a
combined basis) |
|
Debt to EBITDA Ratio: 2.5x
EBITDA to Interest Ratio: 8.2x
Tangible Net Worth: $270.0 million |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
Restrictions on
payments of
dividends
|
|
None provided no default
as a result of payment
|
|
None provided no default
as a result of payment
|
|
None provided no
default as a result
of payment |
|
|
|
|
|
|
|
Interest Rate Hedging
|
|
|
|
Hedged with part of $50.0
million, 6.4% fixed v
LIBOR interest rate swap
expiring October, 2007.
|
|
Hedged with part of
$50.0 million, 6.4%
fixed v LIBOR
interest rate swap
expiring October,
2007. |
In addition to the senior debt facilities, subsidiaries of IMTT Holdings Inc that are the parent
entities of IMTTs key operating subsidiaries are the borrowers and guarantors under the following
debt facility:
- 50 -
|
|
|
|
|
Term Loan Facility |
Amount Outstanding as at
June 30, 2006
|
|
$117.0 million |
|
|
|
Undrawn Amount
|
|
N/A |
|
|
|
Term
|
|
December, 2012 |
|
|
|
Amortization
|
|
$13.0 million per annum from
December 2006 through December
2010 with balance payable at
maturity. |
|
|
|
Interest Rate
|
|
Floating at LIBOR + 1.0% |
|
|
|
Makewhole on Early Repayment
|
|
Nil. |
|
|
|
Debt Service Reserves
Required
|
|
Nil. |
|
|
|
Security
|
|
Unsecured. |
|
|
|
|
|
The facility is required to be
progressively guaranteed by
IMTTs key operating
subsidiaries. These
subsidiaries currently
guarantee $13.0 million of the
outstanding balance and the
guarantee requirement
increases by $13.0 million per
annum from December, 2006
through December, 2009 at
which time the full
outstanding amount will be
guaranteed by IMTTs key
operating subsidiaries.
Further, if the Debt to EBITDA
ratio of IMTTs key operating
subsidiaries on a combined
basis exceeds 4.5x as at Dec
31, 2009, IMTTs key operating
subsidiaries will assume the
obligations under the term
loan facility. |
|
|
|
|
|
As a result of a previous
transaction, $52.0 million of
the outstanding balance is
currently guaranteed by Royal
Vopak. In the event that Royal
Vopak defaults under its
guarantee obligations, the
lender has no right of
acceleration against IMTT. The
Royal Vopak guarantee
decreases by $13.0 million in
December 2006, $26.0 million
in December 2007 and
terminates entirely in
December 2008. |
|
|
|
Financial Covenants
|
|
Nil. |
|
|
|
Financial Covenant Ratios
as at June 30, 2006
|
|
Not applicable. |
|
|
|
Restrictions on payments of
dividends
|
|
None. |
|
|
|
Interest Rate Hedging
|
|
Fully hedged with $117.0
million amortizing, 6.29%
fixed v LIBOR interest rate
swap expiring December 2012. |
Pursuant to the terms of the shareholders agreement between ourselves and the other shareholders
in IMTT, all shareholders in IMTT other than MIC Inc. are required to loan all dividends received
by them (excluding the $100.0 million dividend paid to prior existing shareholders at the closing
of our investment in IMTT), net of tax payable in relation to such dividends, through the quarter
ending December 31, 2007 back to IMTT Holdings Inc. The shareholder loan will have at a fixed
interest rate of 5.5% and be repaid over 15 years by IMTT Holdings Inc with equal quarterly
amortization commencing March 31, 2008. No shareholder loans were outstanding as at June 30, 2006.
Toll Road Business
Connect M1-A1 Limited uses its cash flow after funding its operations to make interest and
principal payments on its senior debt, to make interest and principal payments on its subordinated
debt to Macquarie Yorkshire and Balfour Beatty and then to make dividend payments to CHL. CHL then
distributes these dividends to Macquarie Yorkshire (50%) and Balfour Beatty (50%). The subordinated
debt interest payments received by Macquarie Yorkshire are included in our consolidated cash flow
from operations and subordinated debt principal payments and dividends are included in our
consolidated cash flow from investing activities.
Investments in MCG and SEW
Our cash flow from operations include dividends from our investments in MCG and SEW. The dividends
we receive from MCG and SEW are dependent on the performance of the underlying businesses and
compliance with debt covenants. Based on the public statements of MCG management regarding expected
distributions per share for the MCG fiscal year ending June 30, 2006, we expect to receive total
dividends from MCG of approximately AUD $6.4 million (USD $4.6 million net of applicable Australian
withholding taxes) in the year ended December 31, 2006. Although these estimates are based on
public guidance provided by the management of MCG, such guidance does not constitute a guarantee
that such dividends will be paid by MCG. For the year ending December 31, 2006, we expect to
receive total dividends from our investment in SEW of approximately £3.2 million (USD $5.9
million).
- 51 -
Capital Expenditures
On a consolidated basis, excluding our 2006 acquisitions, we expect to spend $7.9 million of
maintenance capital expenditure in 2006 and $26.5 million of specific capital expenditures through
2008. The specific capital expenditure will be funded from available debt facilities, with the
proceeds from our recent debt refinancing and with restricted cash from acquisitions. All of the
maintenance and specific capital expenditure will be incurred at the operating company level.
We have detailed our capital expenditures on a segment-by-segment basis, which we believe is a more
appropriate approach to explaining our capital expenditure requirements on a consolidated basis.
Airport Services Business
Maintenance Capital Expenditure
We expect to spend approximately $3.8 million, or $200,000 per FBO, per year on maintenance capital
expenditure at Atlantics existing FBOs. At our newly acquired Trajen FBOs we expect to spend
approximately $3.3 million, or $140,000 per FBO, per year on maintenance capital expenditure. These
amounts will be spent on items such as repainting, replacing equipment as necessary and any ongoing
environmental or required regulatory expenditure, such as installing safety equipment. This
expenditure is funded from cash flow from operations.
Specific Capital Expenditure
We intend to incur a total of approximately $12.4 million at Atlantics existing FBOs on specific
capital expenditure in 2006 and 2007 which we intend to fund from cash on hand. We expect to spend
$2.7 million on specific capital expenditures in 2006 and 2007 at our newly acquired Trajen FBOs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Cost/Amount |
|
|
|
|
|
|
Remaining (from |
Location |
|
Item |
|
Expected Timing |
|
December 31, 2005) |
Teterboro Airport
|
|
Ramp construction
|
|
Commencing fourth quarter
2006
|
|
$4.5 million
|
|
|
|
|
|
|
|
|
|
Metroport East 34th
Street
Heliport
|
|
Upgrade of heliport
in exchange for
ten-year operating
agreement
|
|
Commencing fourth quarter
2006
|
|
$2.8 million
|
|
|
|
|
|
|
|
|
|
Pittsburgh
International Airport
|
|
Original lease
requires further
capital
expenditure. This
will be fulfilled
through the
development of a
new hangar.
|
|
Commenced June 2006
|
|
$5.1 million
|
|
|
|
|
|
|
|
|
|
Tucson International
Airport
|
|
Hangar construction
|
|
Commencing third quarter 2006
|
|
$850,000 |
|
|
|
|
|
|
|
|
|
|
|
El Paso International
Airport
|
|
Hangar and terminal
construction
|
|
Completion expected by end
of 2006
|
|
$1.2 million
|
|
|
|
|
|
|
|
|
|
Austin Bergstrom
International Airport
|
|
Hangar construction
|
|
Completion expected in third
quarter of 2006
|
|
$624,000 |
|
|
Airport Parking Business
Maintenance Capital Expenditure
Maintenance capital projects include regular replacement of shuttle buses and IT equipment, some of
which are capital expenditures paid in cash and some of which are financed, including with capital
leases. In 2006, our airport parking business expects to commit to maintenance-related capital
projects totaling $3.6 million, of which $900,000 represents our 2006 maintenance capital
expenditures paid in cash and $2.7 million is expected to be financed with debt or capital leases.
Our 2006 cash capital expenditures, including commitments from previous years, is expected to be
$3.1 million.
Specific Capital Expenditure
In 2006, our airport parking business expects to commit to $447,000 of specific capital projects,
$147,000 of which represents specific capital expenditure and $300,000 of which we expect to
finance. In addition, we intend to spend $478,000 in 2006 on capital expenditures related to our
SunPark facilities, all of which were pre-funded at the time of our acquisition.
- 52 -
District Energy Business
Maintenance Capital Expenditure
Thermal Chicago expects to spend approximately $1.0 million per year on capital expenditures
relating to the replacement of parts and minor system modifications. Over the past two years, minor
system modifications have been made that increased capacity by approximately 3,000 tons.
Maintenance capital expenditures will be funded for the next one and a half years from available
debt facilities and thereafter are expected to be funded from cash flow from operations.
Specific Capital Expenditure
We anticipate that Thermal Chicago will spend up to approximately $8.4 million for system expansion
over two years starting in the second half of 2006 instead of 2007 as originally expected. This
expansion, in conjunction with operational strategies, and efficiencies we have achieved at our
plants and throughout our system, will add approximately 16,000 tons of saleable capacity to the
Thermal Chicago downtown cooling system. A portion of this increased capacity, approximately 6,700
tons, will be used to accommodate four customers who will convert from interruptible to continuous
service by the third quarter of 2006, with the balance sold to new or existing customers. We
anticipate that the expanded capacity sold to new or existing customers will be under contract or
subject to letters of intent prior to Thermal Chicago committing to the capital expenditure. As of
June 30, 2006, we have signed contracts with three customers representing 37% of the additional
saleable capacity, including their options to extend. These customers will begin receiving service
between 2006 and 2009.
Associated with expanding the system and creating additional capacity, we estimate that we will
incur additional capital expenditure of $5.6 million over the next three years to connect new
customers to the system. This is an increase of $1.8 million over prior estimates due to an
additional 2,400 tons identified and better visibility on prospective customers. We anticipate
minor system modifications will support the additional tons. Typically, new customers will
reimburse Thermal Chicago for some, if not all, of these expenditures. Approval from the City of
Chicago may be required if expansion of underground distribution piping is necessary.
Based on recent contract experience, each new ton of capacity sold will add approximately $425 to
annual revenues in the first year of service. Approximately 50% of this increased revenue is in
the form of cooling capacity revenue and the balance as cooling consumption revenue.
Thermal Chicago expects to fund the capital expenditure for system expansion and interconnection by
drawing on available debt facilities.
Gas Utility Business
Maintenance Capital Expenditure
TGC
expects to spend approximately $6.9 million for maintenance and routine replacements of
current facilities and equipment in 2006, of which $4.6 million
was incurred through June 30, 2006. The remaining
$2.3 million comprises approximately $1.0 million for
vehicles and $1.3 million for other renewals and upgrades.
Specific Capital Expenditure
TGC
expects to spend approximately $3.7 million in 2006 for capital
projects related to new business and for new capital projects that
are not routine maintenance or asset replacements, of which $500,000
was incurred through June 30, 2006. The remaining
$3.2 million relates to new business, including new tanks and
meters, expansion of current facilities and improvement of
distribution system reliability and capacity.
IMTT
Maintenance Capital Expenditure
During the six months ended June 30, 2006, IMTT spent $9.8 million on maintenance capital
expenditure, including $8.0 million principally in relation to storage tank refurbishments and $1.7
million on environmental capital expenditure, principally in relation to improvements in
containment measures. Looking forward it is anticipated that total maintenance capital expenditure
(maintenance and environmental) is unlikely to exceed a range of between $30.0 million and $40.0
million per year and is expected to be below this range for the 2006 full year due to the deferral
of environmental capital expenditure into subsequent periods. The expected level of future
maintenance capital expenditure over the longer term primarily reflects the need for increased
environmental expenditures going forward both to remediate existing sites and to upgrade waste
water treatment and spill containment infrastructure to comply with existing, and currently
foreseeable changes to, environmental regulations. Future maintenance capital expenditure is
expected to be funded from IMTTs cash flow from operations.
- 53 -
Specific Capital Expenditure
During the six months ended June 30, 2006, IMTT spent $26.0 million on specific expansion projects
including $12.5 million in relation to the construction of a new bulk liquid chemical storage
facility at Geismar and $7.0 million in relation to the on-going construction of new storage tanks
at IMTTs existing facility at St. Rose. The balance of the specific capital expenditure related to
a number of smaller projects to improve the capabilities of IMTTs facilities. IMTT has currently
committed to further capital expenditure over the course of 2006 and 2007 of at least approximately
$121.0 million in relation to the construction of the Geismar facility and to further capital
expenditure of at least $14.0 million in relation to the construction of 12 new storage tanks at
IMTTs existing facilities in Louisiana. The capital expenditure in relation to the Geismar project
is expected to increase as discussed in General Recent Acquisitions IMTT above. It is
anticipated that the proposed specific capital expenditure will be fully funded using a combination
of IMTTs cash flow from operations, IMTTs existing debt facilities (which are intended to be
refinanced and increased during 2006 and 2007), the proceeds from our investment in IMTT and future
loans from the IMTT shareholders other than us.
Toll Road Business
Maintenance Capital Expenditure
Maintenance capital expenditure is required to maintain the condition of Yorkshire Link at the
standard required under the concession on an ongoing basis and to meet the return condition
requirements at the end of the concession when the road is transferred to the U.K. government.
Connect M1-A1 Limited anticipates spending approximately £30.4 million, at 2005 prices, on periodic
maintenance over the remaining life of the concession, with most of this expenditure occurring
after 2020. This expenditure generally relates to resurfacing and the maintenance of structures
over which Yorkshire Link runs and is in addition to the general day-to-day operating costs of
Yorkshire Link.
Commitments and Contingencies
For a discussion of the future obligations of MIC Inc., the U.S. holding company for our
consolidated businesses, due by period, under their various contractual obligations, off-balance
sheet arrangements and commitments, please see Liquidity and Capital Resources Commitments and
Contingencies in Part II, Item 7 of our Annual Report
on Form 10-K/A, as filed on October 16, 2006, for the fiscal year ended
December 31, 2005. We have not had any material changes to those commitments since March 14, 2006,
our 10-K filing date, except as discussed in Note 17, Subsequent Events, to our consolidated
condensed financial statements in Part I, Item I of this
Form 10-Q/A which is incorporated herein by
reference, and except as noted below.
MIC Inc.
As of June 30, 2006, MIC Inc. had $274.0 million of borrowings under its revolving credit facility,
which is due for repayment in March 2008.
The Gas Company
The following table summarizes the future obligations of TGC, by period, as of June 30, 2006, under
various contractual obligations and commitments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
($ in thousands) |
|
Note |
|
|
Total |
|
|
Prior to 12/31/2006 |
|
|
2007-2008 |
|
|
2009-2011 |
|
|
Thereafter |
|
Long-term debt |
|
|
(1) |
|
|
$ |
160,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
160,000 |
|
Capital lease obligations |
|
|
(2) |
|
|
|
12,909 |
|
|
|
562 |
|
|
|
1,966 |
|
|
|
2,514 |
|
|
|
7,867 |
|
Barge charter obligations |
|
|
(3) |
|
|
|
4,691 |
|
|
|
521 |
|
|
|
1,842 |
|
|
|
2,328 |
|
|
|
|
|
Post-retirement benefits |
|
|
(4) |
|
|
|
1,120 |
|
|
|
30 |
|
|
|
203 |
|
|
|
285 |
|
|
|
602 |
|
Pension benefit payments |
|
|
(5) |
|
|
|
19,201 |
|
|
|
625 |
|
|
|
3,487 |
|
|
|
5,977 |
|
|
|
9,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
197,921 |
|
|
$ |
1,738 |
|
|
$ |
7,498 |
|
|
$ |
11,104 |
|
|
$ |
177,581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The long-term debt represents TGCs obligations to its various lenders. TGC borrowed
$160.0 million in connection with our acquisition of TGC. No principal payments are
required on this debt until 2013. |
|
(2) |
|
TGC is obligated under non-cancelable real-estate operating leases with terms longer
than one year. The amounts represent the minimum annual rental payments required to be
paid in connection with these leases. |
- 54 -
|
(3) |
|
TGC has a five-year time charter agreement with Sause Bros. for the use of two LPG
barges that it uses to carry LPG from Oahu to the islands of Hawaii, Maui and Kauai. The
amounts represent the minimum charter payments under the agreement. TGC is also obligated
to pay certain operating costs in connection with the charter hire. These costs, which are
based on utilization of the barges, comprise principally port, dockage and towage charges. |
|
|
(4) |
|
TGC is obligated to pay post-retirement medial costs for employees that were part of
its union labor force prior to retirement. The amounts include the estimated cash payments
for these benefits. |
|
|
(5) |
|
Certain of TGCs employees belong to a pension plan. The amounts include the estimated
benefit payments for this pension plan. See Note 3, Significant Accounting Policies, to our
consolidated condensed financial statements in Part I,
Item I of this Form 10-Q/A, as filed on October 16, 2006, for further
information on the TGC pension plan which is incorporated herein by reference. |
In addition to these commitments and contingencies, TGC had $300,000 of bonds and $300,000 of
letters of credit outstanding as of June 30, 2006. The performance bonds are required by lessors
and the letters of credit were issued to protect the financial risk of the surety that issued the
bonds.
CRITICAL ACCOUNTING POLICIES
For critical accounting policies, see Critical Accounting Policies in Part II, Item 7 of our
Annual Report on Form 10-K/A for the fiscal year ended December 31, 2005. Our critical accounting
policies have not changed materially since March 14, 2006, our 10-K filing date.
NEW ACCOUNTING PRONOUNCEMENTS
See Note 3, Significant Accounting Policies, to our consolidated condensed financial statements in
Part I, Item I of this Form 10-Q/A for details on new accounting pronouncements which is incorporated
herein by reference.
OTHER MATTERS
The discussion of the financial condition and results of operations of the company should be read
in conjunction with the consolidated condensed financial statements and the notes to those
statements included elsewhere herein. This discussion contains forward looking statements that
involve risks and uncertainties and are made under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Words such as anticipates, expects, intends,
plans, believes, seeks, estimates, and similar expressions identify such forward-looking
statements. Our actual results and timing of certain events could differ materially from those
anticipated in these forward-looking statements as a result of certain factors, including, but not
limited to, those set forth under Risk Factors in Part I, Item 1A of our Annual Report on Form
10-K/A, as filed on October 16, 2006, for the fiscal year ended December 31, 2005 and additional risk factors set forth in Part II,
Item 1A below. Unless required by law, we can undertake no obligation to update forward-looking
statements. Readers should also carefully review the risk factors set forth in other reports and
documents filed from time to time with the SEC.
Except as otherwise specified, Macquarie Infrastructure Company, we, us, and our refer to
both the Trust and the Company and its subsidiaries together. Macquarie Infrastructure Management
(USA) Inc., which we refer to as our Manager or MIMUSA, is part of the Macquarie group of
companies, which we refer to as the Macquarie Group, which comprises Macquarie Bank Limited and its
subsidiaries and affiliates worldwide. Macquarie Bank Limited is headquartered in Australia and is
listed on the Australian Stock Exchange.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
For quantitative and qualitative disclosures about market risk, see Item 7A Quantitative and
Qualitative Disclosures about Market Risk in our Annual Report
on Form 10-K/A for the fiscal year
ended December 31, 2005. Our exposure to market risk has not changed materially since March 14,
2006, our 10-K filing date, except as discussed below.
Interest Rate Risk
MIC Inc. Level Debt
The total debt facilities outstanding at the MIC Inc. level is $454.0 million. This is comprised
of a $300.0 million revolving credit facility drawn to $274.0 million and a $180.0 million fully
drawn term facility. The $180.0 million term facility was drawn after June 30, 2006. Both the
revolving facility and term facility are not hedged and therefore we are exposed to fluctuations in
interest rates. A 1% increase in the interest rate on the revolver would result in a $2.7 million
increase in the interest cost per year. A corresponding 1% decrease would result in a $2.7 million
decrease in interest cost per year. A 1% increase in the increase in the interest rate on the
term facility would result in a $1.8 million increase in the interest cost per year. A
corresponding 1% decrease would result in a $1.8 million decrease in interest cost per year.
- 55 -
Airport Services Business
The senior debt for our airport services business comprises a non-amortizing $480.0 million
floating rate facility maturing in 2010. Of this facility, $180.0 million was drawn subsequent to
June 30, 2006. A 1% increase in the interest rate on the $480.0 million airport services business
debt would result in a $4.8 million increase in the interest cost per year. A corresponding 1%
decrease would result in a $4.8 million decrease in interest cost per year.
Our airport services businesss exposure to interest rate changes through the senior debt has been
hedged through the use of interest rate swaps. The $480.0 million facility is fully hedged until
maturity. These hedging arrangements will offset any additional interest rate expense incurred as
a result of increases in interest rates. However, if interest rates decrease, the value of our
hedge instruments will also decrease. A 10% relative decrease in interest rates would result in a
decrease in the fair market value of the hedge instruments of $10.6 million. A corresponding 10%
relative increase would result in a $10.4 million increase in the fair market value.
The Gas Company
TGC and its holding company, HGC, are exposed to interest rate risk in relation to the borrowings
of our business. The senior term debt for TGC and HGC comprises two non-amortizing term facilities
totaling $160.0 million and a senior secured revolving credit facility totaling $20.0 million
(against which $2.0 million had been drawn at June 30, 2006 and was repaid on July 7, 2006). These
variable rate facilities mature on August 31, 2013.
A 1% increase in the interest rate on TGC and HGCs term debt would result in a $1.6 million
increase in interest cost per year. A corresponding 1% decrease would result in a $1.6 million
decrease in annual interest cost.
TGC and HGCs exposure to interest rate changes has, however, been fully hedged from September 1,
2006 until maturity through interest rate swaps. These derivative hedging arrangements will offset
any interest rate increases or decreases during the term of the notes, resulting in stable interest
rates of 5.24% for TGC (rising to 5.34% in year 6 and 7 of the facility) and 5.44% for HGC (rising
to 5.55% in year 6 and 7 of the facility). TGCs and HGCs swaps were entered into on August 17 and
18, 2005. The current value of the swaps as of June 30, 2006 is $7.9 million. A 10% relative
decrease in market interest rates from June 30, 2006 levels would decrease the fair market value of
the hedge instruments to $2.7 million. A corresponding 10% relative increase would increase their
fair market value to $13.1 million. Because these are effective hedges, the change in the fair
value of the debt that results from increase or decrease in interest rates would be recorded in
other comprehensive income.
IMTT
IMTT, at June 30, 2006, had two issues of tax exempt revenue bonds outstanding with a total balance
of $36.3 million where the interest rate is reset daily by tender. A 1% increase in interest rates
on this tax exempt debt would result in a $363,000 increase in interest cost per year and a
corresponding 1% decrease would result in a $363,000 decrease in interest cost per year. IMTTs
exposure to interest rate changes through the tax exempt debt has been largely hedged through
October 2007 through the use of a $50.0 million notional value interest rate swap. As the interest
rate swap is fixed against 90-day LIBOR, it does not result in a perfect hedge for short term rates
on tax exempt debt although it will largely offset any additional interest rate expense incurred as
a result of increases in interest rates. The face value of the interest rate swap currently exceeds
IMTTs total outstanding floating rate debt as a consequence of repayment of debt under the
revolving credit facility described above subsequent to our investment in IMTT. If interest rates
decrease, the value of the interest rate swap will also decrease. A 10% relative decrease in
interest rates would result in a decrease in the fair market value of the interest rate swap of
$312,000 and a corresponding 10% relative increase would result in a $309,000 increase in the fair
market value.
IMTT at June 30, 2006 had $5.6 million outstanding under the CAD revolving credit facility. A 1%
increase in interest rates on the CAD revolver would result in a $56,000 increase in interest cost
per year. A corresponding 1% decrease would result in a $56,000 decrease in interest cost per year.
IMTT at June 30, 2006 had a $117.0 million floating rate term loan outstanding. A 1% increase in
interest rates on the term loan would result in a $1.2 million increase in interest cost per year.
A corresponding 1% decrease would result in a $1.2 million decrease in interest cost per year.
IMTTs exposure to interest rate changes through the term loan has been fully hedged through the
use of an amortizing interest rate swap. These hedging arrangements will fully offset any
additional interest rate expense incurred as a result of increases in interest rates. However, if
interest rates decrease, the value of the interest rate swap will also decrease. A 10% relative
decrease in interest rates would result in a decrease in the fair market value of the interest rate
swap of $3.2 million. A corresponding 10% relative increase in interest rates would result in a
$3.1 million increase in the fair market value of the interest rate swap.
ITEM 4. CONTROLS AND PROCEDURES
As
discussed in Note 18 to our unaudited consolidated financial
statements, we have restated our unaudited financial statements for
the quarters ended March 31, 2006 and June 30, 2006 due to a
deficiency in our processes and procedures related to the accounting treatment for derivative
instruments. Following our initial discovery of several errors related to hedge accounting, on
September 13, 2006 our Audit Committee determined that we would
amend and restate previously issued unaudited
financial statements and other financial information for the quarters ended March 31, 2006 and June
30, 2006 for certain derivative instruments that did not qualify for hedge accounting during those periods
and that the originally filed unaudited financial statements and other financial information should
not be relied upon. We also initiated a comprehensive review of all of our determinations and
documentation related to hedge accounting for derivative instruments, as well as our related
processes and procedures. As a result of that review, management determined that none of
our interest rate and foreign exchange derivative instruments met the criteria required for use of
either the short-cut or critical terms match
methods of hedge accounting for all periods from April 13, 2006
(inception) through June 30,
2006. On October 13, 2006, management recommended to the Audit Committee that our 2005 unaudited
quarterly financial information and certain 2005 segment financial
information within Managements Discussion and Analysis of Financial Condition and Results of Operations
should also be restated to reflect the elimination of hedge
accounting for derivative instruments. The Audit Committee agreed with managements
recommendation and determined that previously reported 2005 unaudited
quarterly financial information and certain 2005 segment financial
information within Managements Discussion and Analysis of Financial Condition and Results of Operations
should no longer be relied upon. On October 16, 2006, we are separately filing an amended and
restated Quarterly Report on Form 10-Q/A for the quarterly period
ended June 30, 2006 to eliminate
the use of hedge accounting for all of our derivative instruments and
an amended and restated Annual Report on Form 10-K/A for the year
ended December 31, 2005 to revise the quarterly and segment financial information discussed
above.
We initially evaluated our disclosure controls and procedures (as such term is defined under Rule
13a-15(e) of the Exchange Act) as of the end of the period covered by this report under the
direction and with the participation of our Chief Executive Officer and Chief Financial Officer.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer initially
concluded that our disclosure controls and procedures were effective as of June 30, 2006. In
connection with the restatement described above, management
concluded that we had a material weakness in our internal control over financial reporting as a
result of a deficiency in our processes and procedures relating to hedge accounting for derivative
instruments. Solely because of this material weakness, management has, as of
the date of the filing of this amended and restated Quarterly Report
on Form 10-Q/A, restated its
assessment and concluded that disclosure controls and procedures were not effective as of June 30,
2006.
We do not
intend to use hedge accounting through the remainder of 2006. We do
however plan to fully remediate the
material weakness in our internal control over
financial reporting with respect to the application of hedge accounting for derivative instruments
prior to applying hedge accounting for derivative instruments. At a
minimum, our remediation will result in the installation and testing
of the following procedures and training:
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|
|
We will continue to provide appropriate training to our accounting staff regarding hedge accounting for
derivative instruments. |
|
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|
We plan to update our policies and procedures to ensure that, with regard to hedge
accounting for derivative instruments: |
|
o |
|
Our procedures will require the completion and senior review of a detailed
report listing the specific criteria supporting the determination that hedge
accounting is appropriate at the inception or acquisition of a derivative instrument
and an analysis of any required tests of hedge effectiveness. |
|
|
o |
|
Our procedures will require the completion and senior review of a detailed
report stating how we will test for effectiveness and measure ineffectiveness on
a quarterly basis for each derivative instrument. |
|
|
o |
|
Our procedures will require the completion and senior review of a detailed quarterly
report reassessing the initial determination for each derivative instrument and, where
applicable, retesting for effectiveness and measuring ineffectiveness. |
|
|
o |
|
We will require that our
policies and procedures for accounting for derivative instruments be reviewed periodically by an external consultant to address any changes in law,
interpretations, or guidance relating to hedge accounting. |
|
|
o |
|
An external consultant with hedge
accounting expertise may review specific transactions from time to time to provide guidance on our accounting for derivatives instruments with
regard to market practice. |
We expect these
policies and procedures to be in effect in the first quarter of 2007
at which time we plan to begin using hedge accounting.
Except for additional training regarding hedge accounting commenced
in the second quarter of 2006, there was no change in our internal control over financial reporting during the
fiscal quarter ended June 30, 2006 that materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
- 56 -
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The following information supplements the information described in Part I, Item 3 of our Annual
Report on Form 10-K/A, as filed on October 16, 2006, for the fiscal year ended December 31, 2005.
Toll Road Business
On March 20, 2004, a fatal road accident occurred on Yorkshire Link that was the focus of an
investigation by local police authorities. Based on conversations with these authorities, we
understand that they are no longer pursuing their investigation into Connect M1-A1 Limited.
SEW
Saur International had been engaged by SEW, then owned by Saur UK and part of the Bouygues Group,
to develop and implement a new billing system for SEW. Following extended delays and technical
problems with the software, SEW notified Saur International of its intention to terminate the
project and, in March 2005, SEW initiated a claim against Saur International through arbitration to
recover amounts paid to Saur International and thereafter Saur International counterclaimed. In
May, 2006, the parties reached a confidential settlement, the terms of which will not have a
material effect on SEW.
ITEM 1A. RISK FACTORS
The following risk factors could affect TGC or IMTT and should be considered in connection with our
discussion of forward-looking statements and with the risk factors that were included with our most
recently filed Forms 10-K/A, as filed on October 13, 2006, and 10-Q/A:
TGC relies on its SNG plant for a significant portion of its sales. Disruptions at that facility
could adversely affect TGCs ability to serve customers.
Disruptions at the SNG plant resulting from mechanical or operational problems could affect TGCs
ability to produce SNG. Most of the regulated sales on Oahu are of SNG and are produced at this
plant. Disruptions to the primary and redundant production systems would have a significant
adverse effect on sales and cash flows.
TGC depends heavily on the two Oahu oil refineries for liquefied petroleum gas and the primary
feedstock for its SNG plant. Disruptions at either of those refineries may adversely affect the
TGCs operations.
TGCs business comprises the manufacture of SNG and the distribution of SNG and LPG. Any feedstock,
SNG or LPG supply disruptions that limit its ability to manufacture and deliver gas for customers
would adversely affect its ability to carry out its operating activities. These could include: an
inability to renew feedstock purchase arrangements; malfunctions relating to the SNG plant;
extended unavailability of one or both of the Oahu refineries; a disruption to crude oil supplies
or feedstocks to Hawaii; or an inability to purchase LPG from foreign sources. TGC has up to 30
days of storage depending upon the location. A supply disruption would deplete TGCs storage and,
if occurring for an extended period, could adversely impact TGCs sales and cash flows.
TGCs most significant costs are LPG and feed stock for the SNG plant, the costs of which are
directly related to petroleum prices. To the extent that these costs cannot be passed on to
customers, TGCs sales and cash flows will be adversely affected.
The profitability of TGC is based on the margin of sales prices over costs. Since LPG and
feedstock for the SNG plant are commodities, changes in the market for these products can have a
significant impact on costs. TGC has no control over these costs, and, to the extent that these
costs cannot be passed on to customers, TGCs financial condition and the results of operations
would be adversely affected. Further, higher prices could result in reduced customer demand or could result
in customer conversion to alternative energy sources. This would reduce sales volume and adversely
affect profits.
- 57 -
TGCs operations on the islands of Hawaii, Maui and Kauai rely on LPG that is transported to those
islands by Jones Act qualified barges from Oahu and from non-Jones Act vessels from foreign ports.
Disruptions to those vessels could adversely affect TGCs results of operations.
TGC has time charter agreements allowing the use of two barges that have the capability of
transporting 424,000 gallons and 657,000 gallons of LPG, respectively. The Jones Act requires that
vessels carrying cargo between two U.S. ports meet certain requirements. The barges used by TGC
are the only two Jones Act qualified barges that are available in the Hawaiian Islands. To the
extent that these barges are unable to transport LPG from Oahu, and TGC is not able to secure
foreign-source LPG or obtain an exemption to the Jones Act, the storage capacity on those islands
could be depleted and sales and cash flows could be adversely affected.
The recovery of amounts expended for capital projects in the regulated operations is subject to
approval by the HPUC, which exposes TGC to the risk of incurring costs that may not be recoverable
from regulated customers.
In the past, TGC has requested rate increases from the HPUC approximately every five years as its
operating costs increased and its capital investments were committed. When the HPUC approved our
purchase of TGC, it stipulated that no rate increase may be sought until 2009. Should TGC seek a
rate increase, there is a risk that TGC will not be granted such increase or that it will be
permitted only part of the increase. This would result in reduced operating margins in the
regulated business, which may have a material adverse effect on TGCs financial condition and
results of operations.
The non-regulated operations of TGC are subject to a variety of competitive pressures and the
actions of competitors, particularly from other energy sources, could have a materially adverse
effect on operating results.
In Hawaii, gas is largely used by commercial and residential customers for water heating and
cooking. TGC also has wholesale customers that resell product to other end-users. Gas end-use
applications may be substituted by other fuel sources such as electricity, diesel, solar and wind.
Customers could, for a number of reasons, including increased gas prices, lower costs of
alternative energy or convenience, move their energy needs to alternative sources. This could have
an adverse effect on TGCs sales revenue and cash flows.
Approximately two-thirds of TGCs employees are members of a labor union. A work interruption may
adversely affect TGCs business.
Approximately two-thirds of TGCs employees are covered under a collective bargaining agreement
that expires on April 30, 2008. Labor disruptions related to that contract or to other disputes
could affect the SNG plant, distributions systems and customer services. We are unable to predict
how work stoppages would affect the business.
TGCs operating results are affected by Hawaiis economy.
The primary driver of Hawaiis economy is tourism. A significant portion of TGCs sales is
generated from businesses that rely on tourism as their primary source of revenue. These
businesses include hotels and resorts, restaurants and laundries, comprising approximately 40% of
commercial sales. Should tourism decline significantly, TGCs commercial sales could be affected
adversely.
In addition, a reduction in new housing starts and commercial development would limit growth
opportunities for TGCs business.
TGC has certain environmental risks.
TGC is subject to risks and hazards associated with the refining, handling, storage and
transportation of combustible products. These risks could result in substantial losses due to
personal injury, loss of life, damage or destruction of property and equipment, and environmental
damage. Losses could be greater than insurance levels maintained by TGC, which could have an
adverse effect on TGCs financial results. In addition, disruptions to physical assets could
reduce TGCs ability to serve customers and adversely affect sales and cash flows.
Because of its geographic location, Hawaii, and in turn TGC, is subject to certain weather risks
that could materially disrupt operations.
Hawaii is subject to certain weather risks, such as hurricanes, floods, heavy and sustained rains
and tidal waves. Because TGCs SNG plant, SNG transmission line and several storage facilities are
close to the ocean, weather related disruptions are possible. Severe weather could damage TGCs
assets or could result in wide-spread damage to TGCs customers, thereby reducing sales volumes
and, to the extent such damages are not covered by insurance, TGCs revenue and cash flows.
- 58 -
TGC may face a greater exposure to terrorism than other businesses because of the nature of its
products.
Because of the combustible nature of TGCs products and consumer reliance on these projects for
basic services, TGCs SNG plant, transmission pipelines and storage facilities may be at greater
risk for terrorism attacks than other business. Such attacks could affect TGCs operations
significantly.
TGCs income may be affected adversely if additional compliance costs are required as a result of
new safety, health or environmental regulation.
TGC is subject to federal, state and local safety, health and environmental laws and regulations.
These laws and regulations affect all aspects of TGCs operations and are frequently modified.
There is a risk that TGC may not be able to comply with some aspect of these laws and regulations,
resulting in fines or penalties. Additionally, if new laws and regulations are adopted or if
interpretations of existing laws and regulations change, TGC could be required to increase capital
spending and incur increased operating expenses in order to comply. Because the regulatory
environment frequently changes, TGC cannot predict when or how it may be affected by such changes.
IMTTs business is dependent on the demand for bulk liquid storage capacity in the locations where
it operates.
Demand for IMTTs bulk liquid storage is largely a function of U.S. domestic demand for chemical,
petroleum and vegetable and animal, or V&A, oil products and, less significantly, the extent to
which such products are imported into the United States rather than produced domestically. U.S.
domestic demand for chemical, petroleum and V&A products is influenced by a number of factors,
including economic conditions, growth in the U.S. economy and the pricing of chemical, petroleum
and V&A products and their substitutes. Import volumes of these products to the United States are
influenced by the cost of producing chemical, petroleum and V&A products domestically vis-a-vis
overseas and the cost of transporting the products from overseas. In addition, changes in
government regulations that affect imports of bulk chemical, petroleum and V&A products, including
the imposition of surcharges or taxes on imported products, could adversely affect import volumes.
A reduction in demand for bulk liquid storage, particularly in the New York Harbor or the lower
Mississippi River, as a consequence of lower U.S. domestic demand for, or imports of, chemical,
petroleum or V&A products, could lead to a decline in storage rates and tankage volumes rented and
adversely affect IMTTs revenues and profitability.
IMTTs business could be adversely affected by a substantial increase in bulk liquid storage
capacity in the locations where it operates.
An increase in available tank storage capacity in excess of growth in demand for such storage in
the key locations in which IMTT operates, such as New York Harbor and the lower Mississippi River,
could result in overcapacity and a decline in storage rates and tankage volumes rented and could
adversely affect IMTTs revenues and profitability.
IMTTs business involves hazardous activities, is partly located in a region with a history of
significant adverse weather events and is potentially a target for terrorist attacks. We cannot
assure you that IMTT is, or will be in the future, adequately insured against all such risks.
The transportation, handling and storage of petroleum, chemical and V&A products are subject to the
risk of spills, leakage, contamination, fires and explosions. Any of these events may result in
loss of revenue, loss of reputation or goodwill, increased litigation costs, fines, penalties and
other liabilities. In certain circumstances, such events could also require IMTT to halt or
significantly alter operations at all or part of the facility at which the event occurred.
Consistent with industry practice, IMTT carries insurance to protect against most of the
accident-related risks involved in the conduct of the business; however, the limits of IMTTs
coverage mean IMTT cannot insure against all risks. In addition, because IMTTs facilities are not
insured against loss from terrorism, a terrorist attack that significantly damages one or more of
IMTTs major facilities would have a negative impact on IMTTs future cash flow and profitability.
Further, losses sustained by insurers during hurricanes Katrina and Rita may result in lower
insurance coverage and increased insurance premiums for IMTTs properties in Louisiana going
forward, a situation that could worsen if future weather events cause significant property damage
in the U.S. Gulf region.
- 59 -
IMTT is subject to environmental, health and safety risks that may impact its future cash flows and
profitability.
A number of the properties owned by IMTT have been subject to environmental contamination in the
past and require remediation for which IMTT is liable. These remediation obligations exist principally at IMTTs Bayonne and Lemont
facilities and could cost more than anticipated or could be incurred earlier than anticipated or
both. In addition, IMTT may discover additional environmental contamination at its Bayonne, Lemont
or other facilities which may require remediation at significant cost to IMTT. Further, the past
contamination of the properties owned by IMTT could also result in personal injury or property
damage or similar claims by third parties.
IMTTs operations are subject to numerous statutes, rules and regulations relating to
environmental, health and safety protection that are complex, stringent and expensive to comply
with. Although we believe that IMTTs operations comply in all material respects with
environmental, health and safety regulations, failure to comply in the future may give rise to
interruptions in IMTTs operations and civil or criminal penalties and liabilities that could
adversely affect IMTTs business and financial condition. Further, these rules and regulations are
subject to change and compliance with such changes could result in a restriction of IMTTs business
activities, significant capital expenditures and/or increased on-going operating costs.
Hurricane Katrina resulted in labor and materials shortages in the regions affected. This may have
a negative impact on the cost and construction timeline of IMTTs new storage facility in
Louisiana, which could result in a loss of customer contracts and reduced revenues and
profitability.
In the aftermath of hurricane Katrina, construction costs in the region affected by the hurricane
have increased and labor shortages have been experienced. This could have a significant negative
impact on the cost and construction schedule of IMTTs new storage facility at Geismar in
Louisiana. IMTT may not be fully compensated by customers for any unexpected increase in
construction costs. In addition, substantial construction delays could result in a loss of
customer contracts with no compensation or inadequate compensation, which would have a material
adverse effect on IMTTs future cash flows and profitability.
The
market price and marketability of our shares may from time to time be
significantly affected by numerous factors beyond our control, which
may adversely affect our ability to raise capital through future
equity financings.
The market
price of our shares may fluctuate significantly. Many factors that
are beyond our control may significantly affect the market price and
marketability of our shares and may adversely affect our ability to
raise capital through equity financings. These factors include the
following:
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price and volume fluctuations in the stock markets generally; |
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|
significant volatility in the market price and trading volume
of securities of registered investment companies, business
development companies or companies in our sectors, which may not be
related to the operating performance of these companies; |
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fluctuations in interest rates; |
|
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|
fluctuations in our earnings caused by marking to market on a
quarterly basis our derivatives instruments; |
|
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changes in our earnings or variations in operating results; |
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|
any shortfall in revenue or net income or any increase in
losses from levels expected by securities analysts; |
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changes in regulatory policies or tax law; |
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operating performance of companies comparable to us; |
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general economic trends and other external factors; and |
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loss of a major funding source. |
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders of the trust was held on May 25, 2006.
The stockholders voted on proposals to elect three directors to the board of directors of the
company and to ratify the appointment of KPMG LLP as independent auditors.
The stockholders vote ratified the appointment of the independent auditors. All nominees for
election to the board of directors were elected to the terms of office set forth in the Proxy
Statement dated April 19, 2006. In addition, John Roberts continues to serve as chairman of the
board of directors and Shemara Wikramanayake continues to serve as alternate chairman, both having
been appointed by MIMUSA under the terms of the management services agreement between the trust,
the company and the companys direct subsidiaries. The number of votes cast for, against or
withheld, and the number of abstentions with respect to each proposal, is set forth below. The
companys independent inspectors of election reported the vote of the stockholders as follows:
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Against/ |
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Broker |
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For |
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Withheld |
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Abstain |
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Non-vote* |
Election of Directors: |
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Nominee: |
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Norman H. Brown, Jr. |
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22,869,817 |
|
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57,102 |
|
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* |
|
|
|
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* |
George W. Carmany, III |
|
|
22,870,172 |
|
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56,747 |
|
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* |
|
|
|
|
* |
William H. Webb |
|
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22,867,420 |
|
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59,499 |
|
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* |
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* |
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Ratification of Independent Auditors: |
|
|
22,880,829 |
|
|
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26,197 |
|
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19,893 |
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* |
- 60 -
ITEM 5. OTHER INFORMATION
Item 1.01. Entry into a Material Definitive Agreement.
On August 8, 2006, we entered into an amendment to the management services agreement with MIMUSA
pursuant to which it amended the acquisition priority protocols as between us and other entities
managed by MIMUSA or members of the Macquarie Group within the IB Funds (formerly Infrastructure
and Specialized Funds) division of the Macquarie Group. The revised terms are as follows:
U.S. Acquisition Priorities
We have first priority ahead of all current and future entities managed by MIMUSA or by members of
the Macquarie Group within the IB Funds division in each of the following infrastructure
acquisition opportunities that are within the United States:
|
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Sector |
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Airport fixed base operations |
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District energy |
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Airport parking |
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Regulated Assets (including, but not
limited to, electricity and gas
transmission and distribution and water
services) |
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User pays assets, contracted assets, and
regulated assets |
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The above priority in user pays assets, contracted assets and regulated assets
is subject to the following qualifications: |
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Roads:
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We have second priority after Macquarie Infrastructure Group, any successor thereto
or spin-off managed entity thereof or any one managed entity, or a MIG Transferee, to which
Macquarie Infrastructure Group has transferred a substantial interest in its U.S. Assets;
provided that, in the case of such MIG Transferee, both Macquarie Infrastructure Group and
such entity are co-investing in the proposed investment. |
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Airport ownership:
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We have second priority after Macquarie Airports (consisting of Macquarie Airports
Group (MAG) and Macquarie Airports (MAp)), any successor thereto or spin-off managed entity
thereof or any one managed entity, or a MAp Transferee, to which Macquarie Airports has
transferred a substantial interest in its U.S. Assets; provided that, in the case of such
MApTransferee, both Macquarie Airports and such entity are co-investing in the proposed
investment. |
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Communications:
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We have second priority after Macquarie Communications Infrastructure Group, any
successor thereto or spin-off managed entity thereof or any one managed entity, or a MCG
Transferee, to which Macquarie Communications Infrastructure Group has transferred a
substantial interest in its U.S. Assets; provided that, in the case of such MCG Transferee,
both Macquarie Communications Infrastructure Group and such entity are co-investing in the
proposed investment. |
|
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Regulated Assets (including, but not
limited to, electricity and gas
transmission and distribution and
water services):
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We have second priority after
Macquarie Essential Assets
Partnership (MEAP) until such
time as MEAP has invested a
further CAD 45 million in the
United States. Thereafter, we
will have first priority. |
In
addition, on August 8, 2006, we entered into a commitment letter
with Capmark Finance, Inc. as described in Note 17, Subsequent
Events, of the Notes to the Consolidated Condensed Financial
Statements in Part I, Item 1.
- 61 -
ITEM 6. EXHIBITS
An exhibit index has been filed as part of this Report on page E-1.
- 62 -
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 thereunto duly authorized.
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Macquarie Infrastructure Company Trust |
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Dated:
October 13, 2006
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By: /s/ Peter Stokes |
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Name: Peter Stokes |
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Title: Regular Trustee |
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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 thereunto duly authorized.
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Macquarie Infrastructure Company LLC |
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Dated:
October 13, 2006
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By: /s/ Peter Stokes |
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Name: Peter Stokes |
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Title:
Chief Executive Officer and Interim Chief Financial Officer |
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- 63 -
EXHIBIT INDEX
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Exhibit |
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Number |
|
Description |
|
2.1
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Side Letter, dated March 7, 2006, amending the Purchase Agreement dated August 2, 2005, as amended, among k1
Ventures Limited, K-1 HGC Investment, LLC and Macquarie Gas Holdings LLC (incorporated by reference to Exhibit
2.1 of the Registrants Current Report on Form 8-K, filed with the SEC on June 12, 2006 (the June Current
Report)) |
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10.1
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Amended and Restated Loan Agreement, dated as of June 28, 2006, among North America Capital Holding Company, as
Borrower, the Lenders defined therein and Mizuho Corporate Bank, Ltd.
(incorporated by reference to Exhibit 10.1 of the Registrants
Quarterly Report on Form 10-Q for the quarter ended June 30, 2006,
filed with the SEC on August 9, 2006 (the
10-Q))
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|
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10.2
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Amended and Restated Loan Agreement dated as of June 7, 2006, among HGC Holdings LLC, Macquarie Gas Holdings
LLC, the Lenders named herein and Dresdner Bank AG London Branch (incorporated by reference to Exhibit 10.1 of
the June Current Report) |
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|
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10.3
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Amended and Restated Loan Agreement, dated as of June 7, 2006, among The Gas Company LLC, Macquarie Gas
Holdings LLC, the Lenders defined therein and Dresdner Bank AG London Branch (incorporated by reference to
Exhibit 10.2 of the June Current Report) |
|
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10.4
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|
Petroleum Feedstock Agreement, dated as of October 31, 1997, by and between BHP Petroleum Americas Refining
Inc. and Citizens Utilities Company (incorporated by reference to
Exhibit 10.4 to the 10-Q) |
|
|
|
10.5
|
|
Twenty-Third Amendment to the District Cooling System Use Agreement dated as of November 1, 2005 by and between
the City of Chicago and Thermal Chicago Corporation
(incorporated by reference to Exhibit 10.5 to the 10-Q)
|
|
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10.6
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|
Amendment No. 1 to the Management Services Agreement dated as of August 8, 2006, among Macquarie Infrastructure
Management (USA) Inc., Macquarie Infrastructure Company LLC and
certain of its subsidiaries named therein (incorporated by reference
to Exhibit 10.6 to the 10-Q) |
|
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10.7
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|
Commitment letter with Capmark Finance, Inc. relating to the refinancing of debt of the airport parking business
(incorporated by reference to Exhibit 10.7 to the 10-Q)
|
|
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31.1
|
|
Rule 13a-14(a)/15d-14(a)
Certification of the Chief Executive Officer and Interim Chief
Financial Officer |
|
|
|
32.1
|
|
Section 1350 Certification of
the Chief Executive Officer and Interim Chief
Financial Officer |
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|
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99.1
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|
Earnings release related to the quarter ended June 30, 2006
(incorporated by reference to Exhibit 99.1 to the 10-Q)
|
- E-1 -