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



_____________________________


FORM 10-Q



_____________________________

(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2017

2020
OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period fromto

Commission File Number: 001-32384



_____________________________

MACQUARIE INFRASTRUCTURE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)



_____________________________

Delaware43-2052503
(State or Other Jurisdiction of

Incorporation or Organization)
(IRS Employer

Identification No.)

125 West 55th55th Street
New York, New York 10019

(Address of Principal Executive Offices) (Zip Code)

(212) 231-1000

(Registrant’s Telephone Number, Including Area Code)


(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report):N/A



_____________________________

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $0.001 per shareMICNew York Stock Exchange
Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yesxdays. Yes Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yesx. Yes Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated FilerxAccelerated Filero
Non-accelerated FileroSmaller Reporting CompanyoEmerging Growth Companyo

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).Yeso. Yes Nox

There were 84,564,05187,197,906 shares of common stock, with $0.001 par value, outstanding at October 31, 2017.

on November 5, 2020.


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MACQUARIE INFRASTRUCTURE CORPORATION

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Page

Item 1.

Item 1A.

Item 2.

Item 3.

Item 4.

Item 5.

Item 6.

Exhibits

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

MIC.

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Cautionary Note Regarding Forward-Looking Statements

In addition to historical information, this quarterly report on Form 10-Q (Quarterly Report) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements may appear throughout this Quarterly Report, including without limitation, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section. We use words such as “believe”, “intend”, “expect”, “anticipate”, “plan”, “may”, “will”, “should”, “estimate”, “potential”, “project”, and similar expressions to identify forward-looking statements. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, statements regarding potential transactions related to the pursuit of strategic alternatives and the anticipated uses of any proceeds therefrom, statements regarding the anticipated specific and overall impacts of COVID-19 and any related recovery, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the risks identified in our Annual Report on the Form 10-K for the year ended December 31, 2016,2019, this Quarterly Report on Form 10-Q, and in other reports we file from time to time with the Securities and Exchange Commission (SEC).

Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. Many of these factors are beyond our ability to control or predict. Our forward-looking statements speak only as of the date of this Quarterly Report. Other than as required by law, we undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I

FINANCIAL INFORMATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of the financial condition and results of operations of Macquarie Infrastructure Corporation (MIC) should be read in conjunction with the consolidated condensed financial statements and the notes to those statements included elsewhere herein.

MIC is a Delaware corporation formed on May 21, 2015. MIC’s predecessor, Macquarie Infrastructure Company LLC, was formed on April 13, 2004. Except as otherwise specified, all references in this Form 10-Q to “MIC”, “we”, “us”, and “our” refer to Macquarie Infrastructure Corporation and its subsidiaries.

MIC is externally managed by Macquarie Infrastructure Management (USA) Inc. (our Manager), pursuant to the terms of a Management Services Agreement, that is subject to the oversight and supervision of our BoardBoard. Six of Directors. The majority of the eight members of our Board, and all members of Directorseach of our Audit, Compensation, and Nominating and Governance Committees, are independent and have no affiliation with Macquarie. Our Manager is a member of the Macquarie Group of companies comprising the Macquarie Group Limited and its subsidiaries and affiliates worldwide. Macquarie Group Limited is headquartered in Australia and is listed on the Australian StockSecurities Exchange.

We currently own and operate a diversified portfolio of infrastructure and infrastructure-like businesses that provide services to other businesses,corporations, government agencies, and individualsindividual customers primarily in the U.S. TheUnited States (U.S.). Our ongoing businesses we own and operate are organized into fourthree segments:

International-Matex Tank Terminals (IMTT):  a terminalling business providing bulk liquid storage, handling and other services to third parties at seventeen terminals in the U.S. and two in Canada;
Atlantic Aviation:  a provider of fuel, terminal, aircraft hangaring and other services primarily to owners and operators of general aviation (GA) jet aircraft at 70 airports throughout the U.S.
Contracted Power (CP)
Atlantic Aviation:  a provider of jet fuel, terminal, aircraft hangaring, and other services primarily to operators of general aviation (GA) jet aircraft at 70 airports throughout the U.S.;
MIC Hawaii:  comprising a gas-fired facility and controlling interests in wind and solar facilities in the U.S.; and
MIC Hawaii:  comprising an energy company that processes and distributes gas and provides related services (Hawaii Gas), and several smaller businesses collectively engaged in efforts to reduce the cost and improve the reliability and sustainability of energy, all based in Hawaii.

Our businesses generally operatecollectively engaged in sectors with barriersefforts to entry including high initial developmentreduce the cost and construction costs, long-term contracts orimprove the requirement to obtain government approvalsreliability and sustainability of energy in Hawaii; and

Corporate and Other:  comprising MIC Corporate (holding company headquarters in New York City) and a lackshared services center in Plano, Texas.
During the quarter ended September 30, 2020, IMTT was classified as a discontinued operation and eliminated as a reportable segment. Any contribution from IMTT to our consolidated results for the quarter and year to date periods ending September 30, 2020 are reflected in Discontinued Operations. All prior periods have been adjusted to reflect the treatment of immediate cost-effective alternativesIMTT as a discontinued operation. On November 8, 2020, we entered into an agreement pursuant to which we will sell our IMTT business.
Effective October 1, 2018, the services provided. Overall they tend to generate sustainable, stableBayonne Energy Center (BEC) and growing cash flows oversubstantially all of our portfolio of solar and wind power generation businesses were classified as discontinued operations and our Contracted Power segment was eliminated. All periods reflect this change. In September 2019, we completed the long term.

last of the sales of our solar and wind power generation businesses included in discontinued operations including our majority interest in a renewable power development business. A relationship with a third-party developer of renewable power facilities was reported as a component of Corporate and Other through the expiration of the relationship in July 2019.

Overview

Use of Non-GAAP measures

In addition to our results under U.S. GAAP, we use certainthe non-GAAP measures EBITDA excluding non-cash items and Free Cash Flow to assess the performance and prospects of our businesses. In particular, we use EBITDA excluding non-cash items, Free Cash Flow and certain proportionately combined financial metrics. Proportionately combined financial metrics reflect our proportionate interest in our wind and solar facilities.

We measure EBITDA excluding non-cash items as it reflects our businesses’ ability to effectively manage the volumeamount of products sold or services provided, the operating margin earned on those transactions, and the management of operating expenses independent of the capitalization and tax attributes of those businesses.


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In analyzing the financial performance of our businesses, we focus primarily on cash generation and Free Cash Flow in particular. We believe investors use Free Cash Flow as a measure ofto assess our ability to sustain and potentially increase our quarterly cash dividend andfund acquisitions, invest in growth projects, reduce or repay indebtedness, and/or return capital to fund a portion of our growth.

shareholders.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — Consolidated — Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) excluding non-cash
1

items and Free Cash Flow and Proportionately Combined Metrics” for further information on our calculation of EBITDA excluding non-cash items and Free Cash Flow and our proportionately combined metrics and for reconciliations of these non-GAAP measures to the most comparable GAAP measures.

At IMTT, we focus on providing bulk liquid storage, handling and other services to customers who place a premium on ease of access and operational flexibility. The substantial majority of IMTT’s revenue is generated pursuant to “take-or-pay” contracts providing access to storage tank capacity and ancillary services.

At Atlantic Aviation, our focus is on attracting and maintaining relationships with GA aircraft owners and pilots and encouraging them to purchase fuel and other services from our fixed based operations (FBOs). Atlantic Aviation’s gross margin is correlated with the number of GA flight movements in the U.S. and the business’ ability to service a portion of the aircraft involved in those operations.

The businesses that comprise our CP segment generate revenue by producing and selling electric power pursuant primarily to long-dated power purchase agreements (PPAs) or tolling agreements all with creditworthy off-takers.

MIC Hawaii comprises Hawaii Gas and several smaller businesses collectively engaged in efforts to reduce the cost and improve the reliability and sustainability of energy in Hawaii. The businesses of MIC Hawaii generate revenue primarily from the provision of gas services to commercial, residential and governmental customers, the generation of power and the design and construction of building mechanical systems.

Dividends

Since January 1, 2016,2019, MIC has paid or declared the following dividends:

DeclaredPeriod Covered$per ShareRecord DatePayable Date
February 14, 2020Fourth quarter 20191.00 March 6, 2020March 11, 2020
October 30, 2017
29, 2019
Third quarter 201720191.00 $1.42 November 11, 2019November 13, 2017November 16, 201714, 2019
August 1, 2017
July 30, 2019
Second quarter 201720191.00 1.38August 12, 2019August 14, 2017August 17, 201715, 2019
May 2, 2017
April 29, 2019
First quarter 201720191.00 1.32May 13, 2019May 15, 2017May 18, 201716, 2019
February 17, 2017
14, 2019
Fourth quarter 201620181.00 1.31March 4, 2019March 3, 2017March 8, 2017
October 27, 2016
Third quarter 20161.29November 10, 2016November 15, 2016
July 28, 2016
Second quarter 20161.25August 11, 2016August 16, 2016
April 28, 2016
First quarter 20161.20May 12, 2016May 17, 2016
February 18, 2016
Fourth quarter 20151.15March 3, 2016March 8, 20167, 2019

We currently intend to maintain,provide investors with the benefits of access to a portfolio of infrastructure and where possible, increaseinfrastructure-like businesses that we believe will generate growing amounts of distributable cash flow over time as a result of their positive correlation with inflation and provision of basic services to customers. Historically, we have used the majority of that distributable cash flow to support the payment of quarterly dividends. On April 2, 2020, we suspended our quarterly cash dividend.
Our Board regularly reviews our dividend to our shareholders. The MIC Board has authorized a quarterly cash dividend of $1.42 per share for the quarter ended September 30, 2017, or a 10.1% increase over the dividend for the quarter ended September 30, 2016.policy. In determining whether to adjustpay dividends in the amount of our quarterly dividend,future, our Board will take into account such matters as the ability of our businesses to generate Free Cash Flow, the state of the capital markets and general business and economic conditions, the short and long term impacts of, and disruptions in our businesses, and/or in the business or economic environment due to COVID-19, or other non-economic events, the impact of any acquisitions, or dispositions related to our pursuit of strategic alternatives, the Company’s financial condition, results of operations, indebtedness levels, capital requirements, capital opportunities and any contractual, legal and regulatory restrictions on the payment of dividends by the Company to its stockholders or by its subsidiaries to the Company, and any other factors that it deems relevant, subject to maintaining a prudent level of reserves and without creating undue volatility in the amount of such dividends where possible.reserves. Moreover, the Company’s senior secured credit facility and the debt commitments at our operating businesses contain restrictions that may limit the Company’s ability to pay dividends. Although historically
Strategic Alternatives
On November 8, 2020, we have declared cash dividends onentered into an agreement pursuant to which we will sell our shares, anyIMTT business to an entity affiliated with Riverstone Holdings LLC (Riverstone) for approximately $2.685 billion. Consideration will include the assumption of IMTT’s approximately $1.1 billion of debt outstanding and cash. The transaction is expected to close in late 2020 or early in 2021, subject to satisfaction of all conditions precedent set forth in the purchase agreement including, among others, receipt of regulatory approvals, accuracy of representations and warranties and receipt of certain consents and waivers. Following closing of the sale, we currently intend to use all net proceeds, after payment of capital gains taxes of approximately $158 million, transaction costs of approximately $25 million, and a disposition payment of approximately $28 million under the Disposition Agreement with our Manager, to: (i) pay a special dividend to stockholders of approximately $10.75 per share; and (ii) repay or offset holding company level debt of approximately $400 million. Final decisions as to the use of these or other factorsproceeds and amounts allocated for these uses will be made following the closing based on conditions at that time, including our financial condition and operating results, the impact of any transactions related to our pursuit of strategic alternatives, and general business and economic conditions.
On October 31, 2019, we announced our intention to pursue strategic alternatives for our Company and have since been engaged in processes that could result in the modificationsale of our dividend policy,Company or the reduction, modificationone or eliminationmore of our dividendremaining operating businesses. We continue to believe that these processes will maximize value for stockholders, although recent volatility in the future.

capital markets, ongoing disruption in business and economic conditions and the limitations on travel and other restrictions on interactions imposed by responses to COVID-19 have slowed our progress. We anticipate that the proposed use of proceeds from the sale of IMTT will provide us additional financial flexibility to move forward with processes for Atlantic Aviation and MIC Hawaii in a manner and at a time consistent with maximizing value for our shareholders. We have not set a timetable for completing any additional transaction(s) and there can be no assurance that any transaction(s) will occur on favorable terms or at all.

On October 30, 2019, we entered into a Disposition Agreement with our Manager to facilitate our pursuit of strategic alternatives (see Exhibit 10.3 of our Annual Report on Form 10-K filed with the SEC on February 25, 2020). Outside of this agreement, we do not have the ability to terminate the Third Amended and Restated Management Services Agreement (Management Services Agreement) between us and our Manager other than in limited circumstances. With this agreement, the Management Services Agreement will terminate as to any businesses, or substantial portions thereof, that are sold and, in connection therewith, we will make payments to our Manager calculated in accordance with the Disposition Agreement. The Disposition Agreement will terminate on the earlier to occur of (i) the termination of the Management Services Agreement, and (ii) the sixth anniversary, subject to extension under certain circumstances if a transaction is pending.
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Recent Developments

On September 11, 2017,

Results of Operations
Consolidated
Impact of COVID-19
We continue to closely monitor the effects of COVID-19 and are actively managing our response placing a priority on the health and safety of our employees, contractors, their families, customers, and the broader communities in which we announced that James Hooke, our Chief Executive Officer, intends to step down in early 2018. On September 8, 2017,operate. Both Atlantic Aviation and the MIC boardHawaii businesses are classified as essential services businesses and remain fully operational. The businesses have implemented pandemic response plans and are following guidance from the Centers for Disease Control and Prevention (CDC) as well as federal, state, and local governments with respect to conducting operations safely.
In addition to standard operating procedures designed to maintain safe operations, the businesses have implemented additional measures including: (i) a work from home policy for all employees that are able to do so; (ii) enhancing cleaning and disinfecting of directors was expanded from sixfacilities; (iii) limiting interactions between employees and customers through social distancing; (iv) mandating the use of personal protective equipment by employees; (v) modifying shift schedules to seven membersreduce exposure between shifts; and Mr. Hooke was elected(vi) educating customers on alternative payment and customer care options as a means of limiting interactions with employees at MIC Hawaii. Both Atlantic Aviation and MIC Hawaii are engaged in ongoing communications with employees, customers, vendors, lenders, and other stakeholders to fillkeep them apprised of their response to the vacancy.

Christopher Frost has been appointed Presidentpandemic. Consistent with recommendations of federal, state, and Chief Operating Officerlocal authorities, our businesses have developed protocols and plans that we believe will allow staff and customers to access their facilities safely and effectively. We are implementing these as local conditions permit.

COVID-19 continues to negatively affect the performance of MIC, effective October 26, 2017. Mr. Frost has been employed by Macquarie Groupour ongoing operations. Limitations on travel have reduced demand for the past 20 years. We anticipate Mr. Frostproducts and services provided by our Atlantic Aviation and MIC Hawaii businesses. While GA flight activity recovered significantly in the third quarter from the low levels recorded in late March and April, the near absence of tourism in Hawaii throughout the period continued to limit gas sales. In general, the travel and tourism industries, and the businesses reliant on them, have been negatively affected during the pandemic.
Impact of COVID-19 on Atlantic Aviation
COVID-19 has reduced demand for Atlantic Aviation’s services as federal, state, and local governments have implemented pandemic response measures including social distancing, quarantines, travel restrictions, prohibitions on public gatherings, and stay-at-home orders. These measures have significantly reduced business-related and international GA flight activity and the demand for Atlantic Aviation's jet fuel, transient hangarage, aircraft parking, and ancillary services from mid-March and through the third quarter versus prior comparable periods. The same measures have contributed to an increase in leisure-related (personal) GA flight activity that has partially offset the lower demand.
Continued stability or further increases in flight activity levels will depend upon the duration of the pandemic, any governmental response including renewed travel restrictions, and the state of the U.S. and global economies, as well as increases in business, international, and event-driven activity, all of which are uncertain. Further, changes in consumer travel preferences, the availability of commercial flights, and other factors remain unknown.
Atlantic Aviation has responded to the reduction in flight activity by reviewing all aspects of its operations and seeking to reduce expenses as a means of ensuring the availability of an appropriate level of liquidity and funding for necessary capital expenditures. The right-sizing of staffing and elimination or deferral of other expenses has resulted in a reduction in primarily selling, general and administrative expenses relative to 2019.
The decline in GA flight activity reduced Atlantic Aviation’s cash flow generation in the third quarter versus the prior comparable period. Cash flow generation increased sequentially as flight activity was generally stable throughout the third quarter at improved levels compared with the average in the second quarter. Assuming flight activity remains stable at current levels, we believe that the combination of Atlantic Aviation's existing liquidity and cash generated from operations, will be appointedsufficient to fund operations and growth capital projects to which the positionbusiness has committed.
Impact of CEO when Mr. Hooke steps downCOVID-19 on January 1, 2018.

MIC Hawaii

COVID-19 and the related disruption in business and economic activity as federal, state, and local government led mitigation measures, including travel restrictions, prohibition on public gatherings, and social distancing, has resulted in a significant decline in economic activity and the number of visitors to Hawaii. Visitor arrivals to Hawaii in the third quarter declined sharply versus the prior comparable period, driven largely by a 14-day quarantine requirement implemented by the Governor of Hawaii on March 26, 2020. The decline in visitors resulted in a significant reduction in hotel occupancy, demand for services provided by restaurants and commercial laundries, and reduced the amount of gas sold by Hawaii Gas.
On August 8, 2017, IMTT completedOctober 15, 2020, the acquisition of Epic Midstream LLC (Epic), a portfolio of seven bulk liquid terminals comprising approximately 3.1 million barrels of storage capacity and related handling capability. The acquisition increases IMTT’s system-wide capacity by approximately 7% and extends its operations into both the Port of Savannahquarantine requirements were modified such that visitors having tested negative for COVID-19 within 72 hours prior to arriving in Georgia and several inland locations.

On September 27, 2017, Atlantic Aviation completed the acquisition of Orion Jet Center (Orion). Orion is a fixed base operator located at Opa Locka-Miami Executive Airport approximately 11 miles north of downtown Miami, Florida. Orion features over 200,000 square feet of newly constructed hangar space and also includes 36,000 square feet of office and maintenance space.

Shared Services Initiative

We have implemented a shared services initiative to consolidate common back-office functions across our businesses, including Accounting, Human Resources, Tax, Information Technology, Procurement and Risk Management support. We have incurred, and expect to continue to incur, implementation costs in 2017, principally in relation to severance and consulting services, and we expect to realize full year savings from this initiative in 2018. The expected savings willHawaii would not be spread evenly or proportionally across our businesses.

required to quarantine. Not all hotels opened on October 15th and the expected recovery in gas consumption is likely to materialize gradually. In addition to reduced consumption associated with

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Results of Operations

Operations: Consolidated

Key Factors Affecting Operating Results for– (continued)

few visitors, lower oil and oil-derivative prices have resulted in low-margin, high volume interruptible utility customers using lower-cost diesel instead of gas in their operations.
Hawaii Gas continues to monitor leading and key performance indicators such as wholesale Liquefied Petroleum Gas (LPG) prices and forward curves, gas production, LPG delivery schedules, and accounts receivable aging to ensure operational effectiveness and adequate liquidity are maintained.
To ensure Hawaii Gas is prudently managing its liquidity and to mitigate the Quarter:
impact of reduced gas sales, the business has implemented cost saving initiatives including a hiring freeze, reductions in overtime, deferral of maintenance and repair work where such deferral will not jeopardize regulatory compliance or safety, and reductions in general and administrative expenses, including IT system upgrades. Hawaii Gas has also deferred growth projects to which it is not contractually obligated.
Liquidity
To increase our available cash at the onset of the pandemic, we drew on certain of our revolving credit facilities that added to our approximately $300 million of cash on hand in contributions frommid-March. We drew $599 million on our holding company revolving credit facility and $275 million on the Atlantic Aviation;
contributions from acquisitionsAviation revolving credit facility in each operating segment;mid-March. The $275 million drawn on the Atlantic Aviation revolving credit facility was subsequently repaid on April 30, 2020. On May 4, 2020, the Atlantic Aviation revolving credit facility commitments were reduced to $10 million, and
an increase further to $1 million on October 31, 2020, solely with respect to letters of credit then outstanding. During the quarter ended September 30, 2020, based on the continued stable performance of IMTT, the improvement in unrealized gains on commodity hedges at Hawaii Gas; partially offset by
cost increases relatedthe performance of Atlantic Aviation relative to the implementationsecond quarter, and the absence of a shared services initiativefurther deterioration in the performance of MIC Hawaii, we repaid $449 million of the drawn balance on our holding company revolving credit facility.
We remain confident in our ability to fund our ongoing operations, meet our financial obligations, including repaying the $150 million currently drawn on our holding company revolving credit facility, and evaluationfund the various investments to which our businesses have committed. Our sources of various investmentfunding include the $429 million of cash we had on hand on September 30, 2020 and acquisition opportunities;the cash we expect our operating businesses to generate over the remainder of the year.
As of September 30, 2020, there had been no material deterioration in accounts receivable at any of our operating businesses. If the economic impact of the pandemic is protracted, collection times and the value of uncollectible accounts could increase.
a decrease in other income, net.

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Results of Operations: Consolidated – (continued)
Our consolidated results of operations are as follows:

        
 Quarter Ended
September 30,
 Change
Favorable/
(Unfavorable)
 Nine Months Ended
September 30,
 Change
Favorable/
(Unfavorable)
Quarter Ended September 30,Change
Favorable/(Unfavorable)
Nine Months Ended September 30,Change
Favorable/(Unfavorable)
 2017 2016 $ % 2017 2016 $ %20202019$%20202019$%
 ($ In Thousands, Except Share and Per Share Data) (Unaudited)($ In Millions, Except Share and Per Share Data) (Unaudited)
Revenue
                                        Revenue
Service revenue $358,220  $323,975   34,245   10.6  $1,067,069  $942,437   124,632   13.2 Service revenue$163 $229 (66)(29)$491 $722 (231)(32)
Product revenue  94,841   96,549   (1,708  (1.8  276,439   272,053   4,386   1.6 Product revenue39 58 (19)(33)136 183 (47)(26)
Total revenue  453,061   420,524   32,537   7.7   1,343,508   1,214,490   129,018   10.6 Total revenue202 287 (85)(30)627 905 (278)(31)
Costs and expenses
                                        Costs and expenses
Cost of services  153,218   134,512   (18,706  (13.9  455,038   371,832   (83,206  (22.4Cost of services54 104 50 48 178 335 157 47 
Cost of product sales  35,669   39,845   4,176   10.5   123,143   107,923   (15,220  (14.1Cost of product sales25 43 18 42 85 128 43 34 
Selling, general and administrative  84,898   77,468   (7,430  (9.6  244,817   222,182   (22,635  (10.2Selling, general and administrative69 72 229 219 (10)(5)
Fees to Manager – related party  17,954   18,382   428   2.3   54,610   49,570   (5,040  (10.2
Depreciation  58,009   59,242   1,233   2.1   172,753   172,125   (628  (0.4
Amortization of intangibles  17,329   15,417   (1,912  (12.4  50,920   49,917   (1,003  (2.0
Fees to Manager-related partyFees to Manager-related party38 16 23 30 
Depreciation and amortizationDepreciation and amortization28 31 10 88 91 
Total operating expenses  367,077   344,866   (22,211  (6.4  1,101,281   973,549   (127,732  (13.1Total operating expenses181 258 77 30 596 796 200 25 
Operating income  85,984   75,658   10,326   13.6   242,227   240,941   1,286   0.5 Operating income21 29 (8)(28)31 109 (78)(72)
Other income (expense)
                                        Other income (expense)
Interest income  54   27   27   100.0   129   85   44   51.8 Interest income— (1)(100)— (5)(100)
Interest expense(1)  (29,291  (20,871  (8,420  (40.3  (90,129  (117,268  27,139   23.1 
Interest expense(1)
(19)(25)24 (69)(85)16 19 
Other income, net  4,973   16,689   (11,716  (70.2  7,893   20,389   (12,496  (61.3
Net income before income taxes  61,720   71,503   (9,783  (13.7  160,120   144,147   15,973   11.1 
Other (expense) income, netOther (expense) income, net(1)— (1)NM(1)(3)(150)
Net income (loss) from continuing operations
before income taxes
Net income (loss) from continuing operations
before income taxes
(4)(80)(39)31 (70)NM
Provision for income taxes  (25,547  (29,022  3,475   12.0   (65,284  (60,409  (4,875  (8.1Provision for income taxes(159)(3)(156)NM(151)(11)(140)NM
Net income $36,173  $42,481   (6,308  (14.8 $94,836  $83,738   11,098   13.3 
Less: net (loss) income attributable to noncontrolling interests  (3,922  455   4,377   NM   (7,294  165   7,459   NM 
Net income attributable to MIC $40,095  $42,026   (1,931  (4.6 $102,130  $83,573   18,557   22.2 
Basic income per share attributable to MIC $0.48  $0.52   (0.04  (7.7 $1.23  $1.04   0.19   18.3 
Net (loss) income from continuing operationsNet (loss) income from continuing operations(158)(160)NM(190)20 (210)NM
Discontinued OperationsDiscontinued Operations
Net (loss) income from discontinued operations before
income taxes
Net (loss) income from discontinued operations before
income taxes
(731)95 (826)NM(684)173 (857)NM
Provision for income taxesProvision for income taxes(4)(36)32 89 (16)(54)38 70 
Net (loss) income from discontinued operationsNet (loss) income from discontinued operations(735)59 (794)NM(700)119 (819)NM
Net (loss) incomeNet (loss) income(893)61 (954)NM(890)139 (1,029)NM
Net (loss) income from continuing operationsNet (loss) income from continuing operations(158)(160)NM(190)20 (210)NM
Net (loss) income from continuing operations
attributable to MIC
Net (loss) income from continuing operations
attributable to MIC
(158)(160)NM(190)20 (210)NM
Net (loss) income from discontinued operationsNet (loss) income from discontinued operations(735)59 (794)NM(700)119 (819)NM
Less: net loss attributable to noncontrolling interestsLess: net loss attributable to noncontrolling interests— — — — — (3)(3)(100)
Net (loss) income from discontinued operations
attributable to MIC
Net (loss) income from discontinued operations
attributable to MIC
(735)59 (794)NM(700)122 (822)NM
Net (loss) income attributable to MICNet (loss) income attributable to MIC$(893)$61 (954)NM$(890)$142 (1,032)NM
Basic (loss) income per share from continuing operations
attributable to MIC
Basic (loss) income per share from continuing operations
attributable to MIC
$(1.82)$0.03 (1.85)NM$(2.19)$0.24 (2.43)NM
Basic (loss) income per share from discontinued operations
attributable to MIC
Basic (loss) income per share from discontinued operations
attributable to MIC
(8.44)0.68 (9.12)NM(8.05)1.42 (9.47)NM
Basic (loss) income per share attributable to MIC Basic (loss) income per share attributable to MIC$(10.26)$0.71 (10.97)NM$(10.24)$1.66 (11.90)NM
Weighted average number of shares outstanding: basic  83,644,806   81,220,841   2,423,965   3.0   82,743,285   80,570,192   2,173,093   2.7 Weighted average number of shares outstanding: basic87,030,751 86,276,237 754,514 86,864,951 86,075,394 789,557 

___________
NM — Not meaningful

(1)Interest expense includes losses on derivative instruments of $162,000 and $6.9meaningful.
(1)Interest expense includes non-cash losses on derivative instruments of an insignificant amount for the quarter ended September 30, 2020 and $4 million for the nine months ended September 30, 2020, compared with non-cash losses of $1 million and $8 million for the quarter and nine months ended September 30, 2017, respectively. For the quarter and nine months ended September 30, 2016, interest expense includes gains on derivative instruments of $3.7 million and losses on derivative instruments of $43.0 million, respectively.

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Results of Operations: Consolidated – (continued)

Revenue

Consolidated revenue increased for the quarter and nine months ended September 30, 20172019, respectively.

Revenue
Consolidated revenues decreased for the quarter and nine months ended September 30, 2020 compared with the quarter and nine months ended September 30, 20162019 primarily as a result of an increase(i) a decrease in the amount of jet fuel and gas sold by Atlantic Aviation and MIC Hawaii, respectively, due to the impact of COVID-19; and (ii) a lower wholesale cost of jet fuel and an increase in the volumegas.
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Results of jet fuel sold at Atlantic Aviation and contributions from acquisitions, partially offset by reduced revenue from Bayonne Energy Center (BEC) as a result of lower capacity prices and lower energy margins. The increase in the consolidated revenue for the nine months ended September 30, 2017 also includes a contribution from IMTT from the recognition of deferred revenue resulting from termination of a construction project by a biodiesel customer.

Operations: Consolidated – (continued)

Cost of Services and Cost of Product Sales

Consolidated cost of services and cost of product sales increaseddecreased for the quarter and nine months ended September 30, 20172020 compared with the quarter and nine months ended September 30, 20162019 primarily as a result of (i) a decrease in the amount of jet fuel and gas sold by Atlantic Aviation and MIC Hawaii, respectively, due to an increase in the impact of COVID-19; (ii) a lower wholesale cost of jet fuel and propanegas; and contributions from acquisitions. The changes in consolidated cost(iii) a favorable mark-to-market adjustment of services and product sales were also attributable to unrealized gains and lossesthe value of the commodity hedge contracts on commodity hedges at Hawaii GasGas' balance sheet (see “Results of Operations — MIC Hawaii” below).

Selling, General and Administrative Expenses

Selling, general and administrative expenses increaseddecreased for the quarter ended September 30, 2020 and increased for the nine months ended September 30, 2017 compared with2020 versus the prior comparable periods. The decrease in the quarter was primarily due to a reduction in salaries and benefits at Atlantic Aviation and a reduction in professional service fees. These were partially offset by higher expenses incurred in connection with our pursuit of strategic alternatives and costs incurred with our COVID-19 response.
The increase in selling, general and administrative expenses for the nine months ended September 30, 2016 primarily due to (i) $3.0 million and $7.9 million, respectively, of costs2020 also reflects expenses incurred in connection with our pursuit of strategic alternatives, the evaluationmajority of various investment and acquisition opportunities; (ii) $1.4 million and $6.8 million, respectively, of costswhich were incurred in connection with the implementationfirst quarter of our shared services initiative;2020, and (iii) incrementala $7 million provision of estimated costs associated with acquired businesses.

(in excess of insurance recoveries) for remediating certain environmental matters at Atlantic Aviation.

Fees to Manager

Our Manager is entitled to a monthly base management fee based primarily on our market capitalization and potentially a quarterly performance fee based on total stockholder returns relative to a U.S. utilities index. For the quarter and nine months ended September 30, 2017,2020, we incurred base management fees of $17.9$5 million and $54.6$16 million, respectively, compared with $18.4$8 million and $49.6$23 million for the quarter and nine months ended September 30, 2016,2019, respectively. Base management fees decreased, as calculated in accordance with our Management Services Agreement, due to the reduction in our market capitalization and the increase in our holding company cash balance. No performance fees were generatedincurred in anyeither of the abovecurrent or prior comparable periods. The unpaid portion of base management fees and performance fees, if any, at the end of each reporting period is included in the line itemDue to Manager-related party in our consolidated condensed balance sheets.


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Results of Operations: Consolidated – (continued)

In all ofaccordance with the periods shown below,Management Services Agreement, our Manager elected to reinvest any fees to which it was entitled in additional shares. In accordance withnew primary shares in all of the Third Amendedperiods shown below and Restated Management Service Agreement, our Manager has currently elected to reinvest future base management fees and performance fees, if any, in additionalnew primary shares.

   
Period Base
Management
Fee Amount
($ in Thousands)
 Performance
Fee Amount
($ in Thousands)
 Shares
Issued
2017 Activities:
               
Third quarter 2017 $17,954  $  —   240,674(1) 
Second quarter 2017  18,433      233,394 
First quarter 2017  18,223      232,398 
2016 Activities:
               
Fourth quarter 2016 $18,916  $   230,773 
Third quarter 2016  18,382      232,488 
Second quarter 2016  16,392      232,835 
First quarter 2016  14,796      234,179 

(1)Our Manager elected to reinvest all of the monthly base management fees for the third quarter of 2017 in shares. We issued 240,674
PeriodBase Management
Fee Amount
($ in millions)
Performance
Fee Amount
($ in millions)
Shares
Issued
2020 Activities:
Third quarter 2020$$— 172,976 (1)
Second quarter 2020— 146,452 
First quarter 2020— 181,617 
2019 Activities:
Fourth quarter 2019$$— 208,881 
Third quarter 2019— 201,827 
Second quarter 2019— 192,103 
First quarter 2019— 184,448 
___________
(1)Our Manager elected to reinvest all monthly base management fees for the third quarter of 2020 in new primary shares. We issued 172,976 shares for the quarter ended September 30, 2017, including 81,741 shares that were issued in October 2017 for the September 2017 monthly base management fee.

Depreciation

Depreciation expense decreased for the quarter ended September 30, 2017 compared with the quarter ended September 30, 2016 primarily due to the write-off of tanks and docks2020, including 63,279 shares that were issued in 2016 at IMTT. Depreciation expense increasedOctober 2020 for the nine months ended September 30, 2017 compared with the nine months ended September 30, 2016 primarily as a result of assets placed2020 monthly base management fee.

Depreciation and Amortization
The decrease in servicedepreciation and contributions from acquisitions.

Amortization of Intangibles

Amortization of intangibles increasedamortization expense for the quarter and nine months ended September 30, 20172020 compared with the quarter and nine months ended September 30, 20162019 primarily due to contributions from acquisitions.

reflects the full amortization of certain airport contract rights at Atlantic Aviation, partially offset by assets placed in service.

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Results of Operations: Consolidated – (continued)
Interest Expense, net, and Gains (Losses)Losses on Derivative Instruments

Interest expense, net, includes non-cash losses on derivative instruments of $162,000an insignificant amount for the quarter ended September 30, 2020 and $6.9$4 million for the nine months ended September 30, 2020, compared with $1 million and $8 million for the quarter and nine months ended September 30, 2017, respectively, compared with gains on derivative instruments of $3.7 million and losses on derivative instruments of $43.0 million for the quarter and nine months ended September 30, 2016,2019, respectively. Gains and losses(losses) on derivatives recorded in interest expense are attributable to the change in fair value of interest rate hedging instruments. For the nine months ended September 30, 2016, interest expense also included the non-cash write-off of deferred financing costs at Hawaii Gas related to the February 2016 refinancing of its $80.0 million term loan debt and its $60.0 million revolving credit facility. Excluding the derivative adjustments, and deferred financing cost write-offs, interest expense decreased for the quarter and nine months ended September 30, 2017 compared with the quarter and nine months ended September 30, 2016 primarily due to a reduction in the weighted average interest rate, partially offset by a higher average debt balance. Cashcash interest expense was $27.1$16 million and $79.4$55 million for the quarter and nine months ended September 30, 2017,2020, respectively, compared with $27.4$18 million and $82.0$57 million for the quarter and nine months ended September 30, 2016,2019, respectively.
The decrease in cash interest expense primarily reflects a decrease in the weighted average interest rate of debt facilities, partially offset by lower interest income earned during the quarter and nine months ended September 30, 2020. See discussions of interest expense for each of our operating businesses below.


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Results of Operations: Consolidated – (continued)

Other (Expense) Income, net

Other (expense) income, net, decreasedreflects the write-offs of fixed assets no longer viable recorded during for the quarter and nine months ended September 30, 2017 compared2020. For the nine months ended September 30, 2019, other (expense) income, net, includes fee income from a third-party developer of renewable power facilities, partially offset by losses on disposal of assets. The relationship with the developer concluded during July 2019.
Discontinued Operations
During the quarter ended September 30, 2020, IMTT was classified as held for sale and its results of operations for current and prior comparable periods were reported as part of discontinued operations. The following primarily reflects the results from discontinued operations.
Revenue increased for the quarter primarily reflecting higher utilization, partially offset by lower storage rates on new and renewing contracts versus the prior comparable period. Revenue decreased for the nine month period primarily due to the absence of a contract termination payment received during the quarter ended March 31, 2019 and the impact of contracts renewed at lower storage rates, partially offset by the increase in fees earned on tank cleaning obligations and the increase in utilization. Utilization averaged 95.8% and 91.9% for the quarter and nine months ended September 30, 20162020, respectively. On September 30, 2020, firm commitments had a revenue weighted average remaining contract life of 1.7 years.
On July 29, 2020, a fire occurred in a pump pit at IMTT’s St. Rose terminal. The fire was confined to the pump pit and did not result in any injuries to personnel, including emergency response teams, any service interruptions or impact to the surrounding community. The expected cost of the rebuild is approximately $11 million with $10 million anticipated to be spent in 2020. As such, the business increased its prior estimate for maintenance capital expenses to between $50 million and $55 million for 2020. IMTT expects the cost to be covered by its property insurance, excluding a $500,000 deductible.
As part of classifying IMTT as 2016 included insurance recoveries associated with damage docks to IMTT’sheld for sale, the Company recognized an impairment of the IMTT disposal group of $750 million, which includes a goodwill impairment of $725 million, during the quarter ended September 30, 2020.
Results for discontinued operations for the quarter and nine months ended September 30, 2019 also reflects the gain on sale of our wind and solar power generating facilities and escrow proceeds related to the acquisitiongain on sale of BEC. This decrease was partially offset by financing income fromour majority interest in a revolving credit facility provided by CP to a third party developer of renewable projects and the associatedpower development profit for the periods in 2017.

business.

Income Taxes

We file a consolidated federal income tax return that includes the financial results for IMTT,of our ongoing businesses, Atlantic Aviation BEC,and MIC Hawaii, and our allocable sharediscontinued operations, IMTT, through the date of the taxable income (loss) from our wind and solar facilities. The wind and solar facilities are held by limited liability companies treated as partnerships for tax purposes.sale. Pursuant to a tax sharing agreement, thethese businesses included in our consolidated federal income tax return, pay MIC an amount equal to the federal income tax each would have paidpay on a standalone basis as if they were not part of the consolidated group. If the IMTT sale is not concluded before December 31, 2020, we expect to incur a federal taxable loss for the year ended December 31, 2020. Under the U.S. Coronavirus Aid, Relief and Economic Security (CARES) Act, any net operating losses (NOL) generated in 2020 may be carried back five years.
In addition, our businesses file income tax return.

Forreturns and may pay taxes in the state and local jurisdictions in which they operate. We expect the total current year ending December 31, 2017, we expect any consolidated federalstate income tax liability ourof ongoing businesses may generate to be fully offset by net operating loss (NOL) carryforwards. Our federal NOL balance at December 31, 2016 was $398.1 million. We believe that we will be able to utilize all of our federal prior year NOLs and together with planned tax strategies, we do not expect to make regular federal income tax payments any earlier than the second half of 2019.

For the year ending December 31, 2017, we expect current year taxable incomeIMTT to be approximately $33.0 million. The reduction in anticipated current year taxable income from the previously disclosed $95.0 million is primarily attributable to additional tax depreciation related to acquisitions and tax strategies. For the year ending December 31, 2017, we expect that our available investment tax credits will offset any Alternative Minimum Tax liability.

For the year ending December 31, 2017, we expect our businesses collectively to pay state income taxes of approximately $11.5$7 million. In calculating our consolidated state income tax provision, we have provided a valuation allowance for certain state income tax NOLs,NOL carryforwards, the use of which is uncertain.

Protecting Americans from Tax Hikes Act (PATH Act)

During the quarter ended September 30, 2020, we increased our deferred tax liability by $158 million as it became probable that IMTT would be sold in a taxable transaction. The PATH Act retroactively extends severalincrease represents the deferred tax provisions applicable to corporations, includingexpense on the extensiondifference between our book and tax basis in our investment in IMTT.
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Results of 50% bonus depreciation for eligible property placed in service in 2015, 2016 and 2017, 40% bonus depreciation for eligible property placed in service in 2018 and 30% bonus depreciation for eligible property placed in service in 2019. Other than the extension of the bonus depreciation provision, the Company does not expect the provisions of the PATH Act to have a material effect on its tax profile.

Operations: Consolidated – (continued)


Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) excluding non-cash items and Free Cash Flow and Proportionately Combined Metrics

In addition to our results under U.S. GAAP, we use certainthe non-GAAP measures EBITDA excluding non-cash items and Free Cash Flow to assess the performance and prospects of our businesses. In particular, we use EBITDA excluding non-cash items, Free Cash Flow and certain proportionately combined financial metrics. Proportionately combined financial metrics reflect our proportionate interest in our wind and solar facilities.


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Results of Operations: Consolidated – (continued)

We measure EBITDA excluding non-cash items as it reflects our businesses’ ability to effectively manage the volumeamount of products sold or services provided, the operating margin earned on those transactions, and the management of operating expenses independent of the capitalization and tax attributes of those businesses. We believe investors use EBITDA excluding non-cash items primarily as a measure of the operating performance of MIC’s businesses and to make comparisons with the operating performance of other businesses whose depreciation and amortization expense may vary widely from ours, particularly where acquisitions and other non-operating factors are involved. We define EBITDA excluding non-cash items as net income (loss) or earnings — the most comparable GAAP measure— before interest, taxes, depreciation and amortization, and non-cash items including impairments, unrealized derivative gains and losses, adjustments for other non-cash items, and pension expense reflected in the statements of operations. Other non-cash items excludes the adjustment to bad debt expense related to the specific reserve component, net of recoveries. EBITDA excluding non-cash items also excludes base management fees and performance fees, if any, whether paid in cash or stock.

Given our varied ownership levels in our CP and MIC Hawaii segments, together with our obligations to report the results of these businesses on a consolidated basis, GAAP measures such as net income (loss) do not fully reflect all of the items we consider in assessing the amount of cash generated based on our proportionate interest in our wind and solar facilities. We note that the proportionately combined metrics used may be calculated in a different manner by other companies and may limit their usefulness as a comparative measure. Therefore, proportionately combined metrics should be used as a supplemental measure and not in lieu of our financial results reported under GAAP.

Our businesses are characteristically owners of high-value, long-lived assets capable of generating substantial Free Cash Flow. We define Free Cash Flow as cash from operating activities — the most comparable GAAP measure which includesreflects cash paid for interest, taxestax payments, and pension contributions, less maintenance capital expenditures, which includes principal repayments on capital lease obligations used to fund maintenance capital expenditures, and excludingexcludes changes in working capital.

We use Free Cash Flow as a measure of our ability to provide investors with an attractive risk-adjustedfund acquisitions, invest in growth projects, reduce or repay indebtedness, and/or return by sustaining and potentially increasing our quarterly cash dividend and funding a portion of our growth.capital to shareholders. GAAP metrics such as net income (loss) do not provide us with the same level of visibility into theour performance and prospects of the business as a result of: (i) the capital intensive nature of our businesses and the generation of non-cash depreciation and amortization; (ii) shares issued to our external Manager under the Management Services Agreement; (iii) our ability to defer all or a portion of current federal income taxes; (iv) non-cash unrealized gains or losses onmark-to-market adjustment of the value of derivative instruments; (v) amortizationgains (losses) related to the write-off or disposal of tollingassets or liabilities; (vi) gains (losses) on disposalnon-cash compensation expense incurred in relation to the incentive plans for senior management of assets;our operating businesses; and (vii) pension expenses. Pension expenses primarily consist of interest cost, expected return on plan assets, and amortization of actuarial and performance gains and losses. Any cash contributions to pension plans are reflected as a reduction to Free Cash Flow.Flow and are not included in pension expense. We believe that external consumers of our financial statements, including investors and research analysts, use Free Cash Flow both to assess MIC’s performance and as an indicator of its success in generating an attractive risk-adjusted return.

In this Quarterly Report on Form 10-Q, we have disclosed Free Cash Flow on a consolidated basis and for each of our operating segments and MIC Corporate.Corporate and Other. We believe that both EBITDA excluding non-cash items and Free Cash Flow support a more complete and accurate understanding of the financial and operating performance of our businesses than would otherwise be achieved using GAAP results alone.

Free Cash Flow does not take into consideration required payments on indebtedness and other fixed obligations or other cash items that are excluded from our definition of Free Cash Flow. We note that Free Cash Flow may be calculated differently by other companies thereby limiting its usefulness as a comparative measure. Free Cash Flow should be used as a supplemental measure and not in lieu of our financial results reported under GAAP.


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Results of Operations: Consolidated – (continued)

Classification of Maintenance Capital Expenditures and Growth Capital Expenditures

We categorize capital expenditures as either maintenance capital expenditures or growth capital expenditures. As neither maintenance capital expenditure nor growth capital expenditure is a GAAP term, we have adopted a framework to categorize specific capital expenditures. In broad terms, maintenance capital expenditures primarily maintain our businesses at current levels of operations, capability, profitability or cash flow, while growth capital expenditures primarily provide new or enhanced levels of operations, capability, profitability or cash flow. We consider a number ofvarious factors in determining whether a specific capital expenditure will be classified as maintenance or growth.

In some cases, specific capital expenditures contain characteristics of both maintenance and growth capital expenditures.

We do not bifurcate specific capital expenditures into maintenance and growth components. Each discrete capital expenditure is considered within the above framework and the entire capital expenditure is classified as either maintenance or growth.

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Results of Operations: Consolidated – (continued)
A reconciliation of net (loss) income from continuing operations to EBITDA excluding non-cash items from continuing operations and a reconciliation from cash provided by operating activities from continuing operations to Free Cash Flow from continuing operations, on a consolidated basis, is provided below. Similar reconciliations for each of our operating businesses and MIC Corporate and Other follow.

        
 Quarter Ended
September 30,
 Change
Favorable/
(Unfavorable)
 Nine Months Ended
September 30,
 Change
Favorable/
(Unfavorable)
   2017 2016 $ % 2017 2016 $ %
   ($ In Thousands) (Unaudited)
Net income $36,173  $42,481            $94,836  $83,738           
Interest expense, net(1)  29,237   20,844             90,000   117,183           
Provision for income taxes  25,547   29,022             65,284   60,409           
Depreciation  58,009   59,242             172,753   172,125           
Amortization of intangibles  17,329   15,417             50,920   49,917           
Fees to Manager-related party  17,954   18,382             54,610   49,570           
Pension expense(2)  2,160   2,117             6,481   6,512           
Other non-cash income, net(3)  (3,725  (682          (961  (9,872        
EBITDA excluding non-cash items(4) $182,684  $186,823   (4,139  (2.2 $533,923  $529,582   4,341   0.8 
EBITDA excluding non-cash items(4) $182,684  $186,823            $533,923  $529,582           
Interest expense, net(1)  (29,237  (20,844            (90,000  (117,183          
Adjustments to derivative instruments recorded in interest expense(1)  (959  (8,832            1,724   27,639           
Amortization of debt financing costs(1)  2,163   2,287             6,464   7,536           
Amortization of debt discount(1)  882                2,377              
Provision for income taxes, net of changes in deferred taxes  (2,154  (1,115            (8,493  (5,283          
Changes in working capital  (4,914  751         (48,326  (5,303      
Cash provided by operating activities  148,465   159,070             397,669   436,988           
Changes in working capital  4,914   (751            48,326   5,303           
Maintenance capital
expenditures(5)
  (12,106  (24,472          (23,062  (44,725        
Free cash flow $141,273  $133,847   7,426   5.5  $422,933  $397,566   25,367   6.4 

(1)Interest expense, net, includes adjustments to derivative instruments, non-cash amortization of deferred financing fees and non-cash amortization of debt discount related to the 2.00% Convertible Senior Notes due October 2023. For the nine months ended September 30, 2016, interest expense also included a non-cash write-off of deferred financing fees related to the February 2016 refinancing at Hawaii Gas.

Quarter Ended September 30,Change
Favorable/(Unfavorable)
Nine Months Ended September 30,Change
Favorable/(Unfavorable)
20202019$%20202019$%
($ In Millions) (Unaudited)
Net (loss) income from continuing operations$(158)$$(190)$20 
Interest expense, net(1)
19 24 69 80 
Provision for income taxes159 151 11 
Depreciation and amortization28 31 88 91 
Fee to manager-related party16 23 
Other non-cash expense, net(2)
12 
EBITDA excluding non-cash items - continuing operations$57 $71 (14)(20)$138 $237 (99)(42)
EBITDA excluding non-cash items - continuing operations$57 $71 $138 $237 
Interest expense, net(1)
(19)(24)(69)(80)
Non-cash interest expense, net(1)
614 23 
(Provision) benefit for current income taxes(3)(2)
Changes in working capital(3)
45 33 34 
Cash provided by operating activities - continuing operations44 101 114 220 
Changes in working capital(3)
(6)(45)(33)(34)
Maintenance capital expenditures(3)(4)(12)(13)
Free cash flow - continuing operations$35 $52 (17)(33)$69 $173 (104)(60)
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Results(1) Interest expense, net, includes adjustments to derivative instruments, non-cash amortization of Operations: Consolidated – (continued)

(2)deferred financing fees, and non-cash amortization of debt discount related to the 2.00% Convertible Senior Notes due October 2023.
(2)    Other non-cash expense, net, includes pension expense, non-cash mark-to-market adjustment of the value of the commodity hedge contracts, non-cash compensation expense incurred in relation to the incentive plans for senior management of our operating businesses, and non-cash gains (losses) related to the write-off or disposal of assets or liabilities. Pension expense consists primarily consists of interest cost, expected return on plan assets, and amortization of actuarial and performance gains and losses. Other non-cash expense, net, excludes the adjustment to bad debt expense related to the specific reserve component, net of recoveries, for which this adjustment is reported in working capital in the above table. See “Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) excluding non-cash items and amortization of actuarial and performance gains and losses.
(3)Other non-cash income, net, primarily includes non-cash amortization of tolling liabilities, unrealized gains (losses) on commodity hedges and non-cash gains (losses) related to disposal of assets. See“Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) excluding non-cash items, Free Cash Flow and Proportionately Combined Metrics” above for further discussion.
(4)For the quarter and nine months ended September 30, 2016, EBITDA excluding non-cash items included $13.0 million and $15.5 million, respectively, of insurance recoveries related to damaged docks at IMTT.
(5)For the quarter and nine months ended September 30, 2016, maintenance capital expenditures included $13.9 million associated with the rebuilding of damaged docks, the majority of which were insured losses, at IMTT.

Reconciliation from Consolidated Free Cash Flow to Proportionately Combined Free Cash Flow

See “Results of Operations — ConsolidatedFlow” above for a reconciliation of Free Cash Flow —  Consolidated basis to cash provided by operating activities, the most comparable GAAP measure. The following table is a reconciliation from Free Cash Flow on a consolidated basis to Free Cash Flow on a proportionately combined basis (our proportionate interest in our wind and solar facilities). See “Results of Operations” below for a reconciliation of Free Cash Flow for each of our segments to cash provided by (used in) operating activities for such segment.

        
 Quarter Ended September 30, Change
Favorable/
(Unfavorable)
 Nine Months Ended September 30, Change
Favorable/
(Unfavorable)
   2017 2016 $ % 2017 2016 $ %
   ($ In Thousands) (Unaudited)
Free Cash Flow – Consolidated basis $141,273  $133,847   7,426   5.5  $422,933  $397,566   25,367   6.4 
100% of CP Free Cash Flow included in consolidated Free Cash Flow  (25,970  (26,718            (56,513  (56,532          
MIC’s share of CP Free Cash Flow  24,667   24,773             51,300   50,580           
100% of MIC Hawaii Free Cash Flow included in consolidated Free Cash Flow  (8,137  (8,696            (32,368  (30,432          
MIC’s share of MIC Hawaii Free Cash Flow  8,132   8,694           32,358   30,430         
Free Cash Flow – Proportionately Combined basis $139,965  $131,900   8,065   6.1  $417,710  $391,612   26,098   6.7 
further discussion.

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Results of Operations:IMTT

Key Factors Affecting Operating Results for the Quarter:

an increase in revenue primarily resulting from an acquisition; and
a decrease in costs, primarily due to healthcare savings; partially offset by
the absence of insurance recoveries in 2017;
a decline in spill response activity; and
a decrease in utilization.

        
 Quarter Ended
September 30,
 Change
Favorable/
(Unfavorable)
 Nine Months Ended
September 30,
 Change
Favorable/
(Unfavorable)
   2017 2016 2017 2016
   $ $ $ % $ $ $ %
   ($ In Thousands) (Unaudited)
Revenue  134,167   133,143   1,024   0.8   410,128   396,786   13,342   3.4 
Cost of services  48,982   53,085   4,103   7.7   148,052   149,845   1,793   1.2 
Selling, general and administrative expenses  9,104   8,358   (746  (8.9  25,627   24,322   (1,305  (5.4
Depreciation and amortization  31,511   35,709   4,198   11.8   93,826   103,612   9,786   9.4 
Operating income  44,570   35,991   8,579   23.8   142,623   119,007   23,616   19.8 
Interest expense, net(1)  (10,187  (7,827  (2,360  (30.2  (30,707  (41,462  10,755   25.9 
Other income, net  794   13,495   (12,701  (94.1  1,954   16,947   (14,993  (88.5
Provision for income taxes  (14,422  (17,079  2,657   15.6   (46,686  (38,717  (7,969  (20.6
Net income  20,755   24,580   (3,825  (15.6  67,184   55,775   11,409   20.5 
Less: net income attributable to noncontrolling interests                 59   59   100.0 
Net income attributable to MIC  20,755   24,580   (3,825  (15.6  67,184   55,716   11,468   20.6 
Reconciliation of net income to EBITDA excluding non-cash items and a reconciliation of cash provided by operating activities to Free Cash Flow:
                                        
Net income  20,755   24,580             67,184   55,775           
Interest expense, net(1)  10,187   7,827             30,707   41,462           
Provision for income taxes  14,422   17,079             46,686   38,717           
Depreciation and amortization  31,511   35,709             93,826   103,612           
Pension expense(2)  1,883   1,752             5,649   5,414           
Other non-cash expense, net  178   73           315   631         
EBITDA excluding non-cash items(3)  78,936   87,020   (8,084  (9.3  244,367   245,611   (1,244  (0.5
EBITDA excluding non-cash items(3)  78,936   87,020             244,367   245,611           
Interest expense, net(1)  (10,187  (7,827            (30,707  (41,462          
Adjustments to derivative instruments recorded in interest expense(1)  (524  (2,433            (257  10,723           
Amortization of debt financing costs(1)  413   411             1,236   1,242           
Provision for income taxes, net of changes in deferred taxes  344   (904            (3,069  (3,071          
Changes in working capital  3,732   (1,243        (12,413  (11,726      
Cash provided by operating activities  72,714   75,024             199,157   201,317           
Changes in working capital  (3,732  1,243             12,413   11,726           
Maintenance capital expenditures(4)  (8,116  (19,860          (13,563  (33,099        
Free cash flow  60,866   56,407   4,459   7.9   198,007   179,944   18,063   10.0 

(1)Interest expense, net, includes adjustments to derivative instruments and non-cash amortization of deferred financing fees.
(2)Pension expense primarily consists of interest cost, expected return on plan assets and amortization of actuarial and performance gains and losses.

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Results of Operations:IMTT – (continued)

(3)For the quarter and nine months ended September 30, 2016, EBITDA excluding non-cash items included $13.0 million and $15.5 million, respectively, of insurance recoveries related to damaged docks. These insurance recoveries were used to repair damaged docks and recorded inOther Income, net. The cost of those repairs were recorded inMaintenance Capital Expenditures. Excluding insurance proceeds, EBITDA excluding non-cash items would have been $74.0 million and $230.1 million for the quarter and nine months ended September 30, 2016, respectively. On that basis, EBITDA excluding non-cash items would have increased by $4.9 million, or 6.6%, for the quarter ended September 30, 2017, and increased by $14.2 million, or 6.2%, for the nine months ended September 30, 2017, compared with the prior comparable periods.
(4)For the quarter and nine months ended September 30, 2016, maintenance capital expenditures included $13.9 million associated with the rebuilding of damaged docks, the majority of which were insured losses. Excluding these costs, maintenance capital expenditures would have been $6.0 million and $19.2 million for the quarter and nine months ended September 30, 2016, respectively. On that basis, maintenance capital expenditures would have increased by $2.1 million, or 35.2%, for the quarter ended September 30, 2017, and decreased by $5.7 million, or 29.5%, for the nine months ended September 30, 2017, compared with the prior comparable periods.

Revenue

IMTT generates the majority of its revenue from contracts typically comprising a fixed monthly charge (that escalates annually with inflation) for access to or use of its infrastructure. We refer to revenue generated from such contracts or fixed charges as firm commitments. Firm commitments are generally of medium term duration and at September 30, 2017, had a revenue weighted average remaining life of 2.1 years. Revenue from firm commitments comprised 82.6% and 80.4% of total revenue for the quarter ended September 30, 2017 and the trailing twelve months ended September 30, 2017, respectively.

(3)    For the quarter and nine months ended September 30, 2017, total revenue increased2019, the change in working capital includes the current federal income tax liability of $42 million related to the gain on sale of the renewable businesses reported in the results from discontinued operations.


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Results of Operations:Atlantic Aviation
At Atlantic Aviation, our focus is on the sale of jet fuel and other services to operators of GA aircraft through our fixed based operations (FBOs). The financial performance of the business is positively correlated with the number of GA flight movements (take-offs and landings) in the U.S. and the business’ ability to service a portion of the aircraft involved in those operations.
The significant decrease in economic activity during the second and third quarter of 2020, together with the implementation of widespread travel restrictions and other efforts to mitigate the spread of COVID-19, contributed to a substantial reduction in GA flight activity beginning in mid-March 2020.Based on data reported by $1.0 millionthe Federal Aviation Administration (FAA), industry-wide domestic GA flight movements decreased by 14% and $13.3 million, respectively, compared with23% in the quarter and nine months ended September 30, 2016.2020, respectively, versus the prior comparable periods. The increasenumber of GA flight movements has recovered significantly from the trough in revenue foractivity in April 2020 at 72% below the prior comparable month and was relatively stable through the third quarter ended September 30, 2017 comparedalbeit at levels reflecting continued COVID-19 restrictions and preventive measures across the U.S. Over the long-term, the rate of growth in GA flight movements has tended to be positively correlated with the quarter ended September 30, 2016 was primarily due to an acquisition, partially offsetlevel of economic activity in the U.S.
Based on data reported by lower revenue from spill response activitythe FAA, the total number of GA flight movements at airports on which Atlantic Aviation operates decreased by 19% and lower utilization. For the nine months ended September 30, 2017, revenue also increased due to the recognition of deferred revenue resulting from termination of a construction project by a biodiesel customer.

Capacity utilization was 92.7% and 94.3% for the quarter and nine months ended September 30, 2017, respectively, compared with 96.7% and 96.4% for the quarter and nine months ended September 30, 2016, respectively. The decrease in utilization primarily reflects the transition of customers and tanks coming out of service for repairs and inspections. We expect utilization levels to be approximately 94% over the long term, as they have been historically.

Costs of Services and Selling, General and Administrative Expenses

Cost of services and selling, general and administrative expenses combined decreased for the quarter and nine months ended September 30, 2017 compared with the quarter and nine months ended September 30, 2016. The decrease was primarily the result of lower labor, healthcare and repair and maintenance expenses, partially offset by incremental costs from an acquisition and higher franchise taxes.

Depreciation and Amortization

Depreciation and amortization expense decreased for the quarter and nine months ended September 30, 2017 compared with the quarter and nine months ended September 30, 2016 primarily due to the write-off of tanks and docks in 2016.

Interest Expense, Net

Interest expense includes gains on derivative instruments of $124,000 and losses on derivative instruments of $1.5 million for the quarter and nine months ended September 30, 2017, respectively, compared with gains on derivative instruments of $1.4 million and losses on derivative instruments of $14.0 million for the quarter and nine months ended September 30, 2016, respectively.


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Results of Operations:IMTT – (continued)

Excluding the derivative adjustments, interest expense increased for the quarter ended September 30, 2017 compared with the quarter ended September 30, 2016 primarily due to increased debt balances. Interest expense for the nine months ended September 30, 2017 compared with the nine months ended September 30, 2016 remained flat. Cash interest expense was $10.3 million and $29.7 million for the quarter and nine months ended September 30, 2017, respectively, compared with $9.9 million and $29.5 million for the quarter and nine months ended September 30, 2016, respectively.

Other Income, net

Other income, net, decreased for the quarter and nine months ended September 30, 2017 compared with the quarter and nine months ended September 30, 2016. The business incurred insured losses in connection with damage done to various docks in Bayonne and Gretna for which insurance recoveries of approximately $13.0 million and $15.5 million were recorded27% during the quarter and nine months ended September 30, 2016, respectively.

Income Taxes

The taxable income generated2020, respectively, versus the prior comparable periods. Activity at these airports was reduced by IMTT is reported on our consolidated federal income tax return. Themore than the decline in overall domestic U.S. flight activity primarily due to Atlantic Aviation's exposure to centers of business files state income tax returnsand economic activity such as New York, Los Angeles, and Chicago. Additionally, an increase in the statesproportion of shorter, domestic flights, together with a reduction in whichthe size of the average aircraft in use, disproportionately reduced jet fuel sales relative to flight activity at Atlantic Aviation throughout the third quarter.

In response to the downturn in flight activity that commenced in March of this year, Atlantic Aviation engaged in a thorough review of its operational and capital expenditures to ensure it operates. For the year ending December 31, 2017,was prudently managing its liquidity. Staffing levels were reduced to reflect lower levels of demand for services provided. Non-payroll discretionary expenses were cut or deferred and capital expenditures were reviewed resulting in certain uncommitted or non-essential items being deferred as well. As a result of these efforts, the business expects to pay state income taxeshas realized savings of approximately $4.0 million. TheProvision for income taxes, net of changes in deferred taxes of $3.1$15 million forthrough the nine months ended September 30, 2017 in2020 versus the above table includes $2.4 millionprior comparable period.
Atlantic Aviation seeks to extend FBO leases prior to their maturity to maintain visibility into the cash generating capacity of state income tax expense and $626,000 of federal income tax expense. Any current federal income tax payable is expected to be offset in consolidation withthese assets over the application of NOLs at the MIC holding company level.

The majority of the difference between IMTT’s book and federal taxable income relates to depreciation of terminal fixed assets. For book purposes, these fixed assets are depreciated primarily over 5 to 30 years using the straight-line method of depreciation. For federal income tax purposes, these fixed assets are depreciated primarily over 5 to 15 years using accelerated methods. In addition, most terminal fixed assets placed in service between 2012 through 2017 qualify for the federal 50% bonus tax depreciation. A significant portion of Louisiana terminal fixed assets constructed in the period after Hurricane Katrina were financed with Gulf Opportunity Zone Bonds (GO Zone Bonds). GO Zone Bond financed assets are depreciated, for tax purposes, primarily over 9 to 20 years using the straight-line depreciation method. Most of the states in which the business operates do not allow the use of 50% bonus tax depreciation. However, Louisiana allows the use of 50% bonus depreciation except for assets financed with GO Zone Bonds.

EBITDA Excluding Non-Cash Items

For the quarter and nine months ended September 30, 2016,long-term. Based on EBITDA excluding non-cash items included $13.0 millionin the prior calendar year adjusted for the impact of acquisitions, dispositions, and $15.5 million, respectively,lease extensions, the weighted average remaining life of insurancethe leases in the Atlantic Aviation portfolio was 19.9 years and 19.2 years on September 30, 2020 and 2019, respectively. During the quarter, Atlantic Aviation was notified that it was unsuccessful in its bid to renew its lease at John Wayne airport in Orange County, CA, and will cease FBO operations there on December 31, 2020. The absence of any contribution to Atlantic Aviation’s results from the Orange County FBO will not have a material impact on its financial performance in 2021.

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Results of Operations: Atlantic Aviation – (continued)
Quarter Ended September 30,Change
Favorable/(Unfavorable)
Nine Months Ended September 30,Change
Favorable/(Unfavorable)
2020201920202019
$$$%$$$%
($ In Millions) (Unaudited)
Revenue163 230 (67)(29)491 724 (233)(32)
Cost of services (exclusive of depreciation and amortization shown separately below)54 104 50 48 178335 157 47 
Gross margin109 126 (17)(13)313389 (76)(20)
Selling, general and administrative expenses55 62 11 178 185 
Depreciation and amortization24 27 11 76 79 
Operating income30 37 (7)(19)59 125 (66)(53)
Interest expense, net(1)
(11)(18)39 (44)(59)15 25 
Provision for income taxes(6)(5)(1)(20)(5)(18)13 72 
Net income13 14 (1)(7)10 48 (38)(79)
Reconciliation of net income to EBITDA
excluding non-cash items and a reconciliation
of cash provided by operating activities to Free Cash Flow:
Net income13 14 10 48 
Interest expense, net(1)
11 18 44 59 
Provision for income taxes18 
Depreciation and amortization24 27 76 79 
Other non-cash expense, net(2)
— — 
EBITDA excluding non-cash items54 64 (10)(16)137 205 (68)(33)
EBITDA excluding non-cash items54 64 137 205 
Interest expense, net(1)
(11)(18)(44)(59)
Non-cash interest expense, net(1)
15 
Provision for current income taxes(3)(4)(3)(14)
Changes in working capital31 
Cash provided by operating activities47 49 129 153 
Changes in working capital(6)(4)(31)(6)
Maintenance capital expenditures(2)(3)(7)(8)
Free cash flow39 42 (3)(7)91 139 (48)(35)
___________
(1)Interest expense, net, includes non-cash adjustments to derivative instruments and non-cash amortization of deferred financing fees.
(2)Other non-cash expense, net, includes primarily non-cash compensation expense incurred in relation to incentive plans and non-cash gains (losses) related to the write-off or disposal of assets or liabilities. Other non-cash expense, net, excludes the adjustment to bad debt expense related to the specific reserve component, net of recoveries, for damaged docks. These insurance recoveries were used to repair damaged dockswhich this adjustment is reported in working capital in the above table. See “Earnings Before Interest, Taxes, Depreciation and recorded inOther Income, net. The cost of those repairs were recorded inMaintenance Capital Expenditures. Excluding insurance proceeds, EBITDAAmortization (EBITDA) excluding non-cash items would have been $74.0 million and $230.1 millionFree Cash Flow” above for the quarter and nine months ended September 30, 2016, respectively. On that basis, EBITDA excluding non-cash items would have increased by $4.9 million, or 6.6%, for the quarter ended September 30, 2017, and increased by $14.2 million, or 6.2%, for the nine months ended September 30, 2017, compared with the prior comparable periods.

further discussion.

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Results of Operations:IMTT – (continued)

Maintenance Capital Expenditures

For the nine months ended September 30, 2017, IMTT incurred maintenance capital expenditures of $13.6 million and $16.4 million on an accrual basis and cash basis, respectively, compared with $33.1 million and $34.5 million on an accrual basis and cash basis, respectively, for the nine months ended September 30, 2016. For the quarter and nine months ended September 30, 2016, maintenance capital expenditures included $13.9 million associated with the rebuilding of damaged docks at IMTT’s Gretna and Bayonne terminals. The property insurance recoveries are recorded inOther Income, net in the above statement of operations. Excluding these costs, maintenance capital expenditures would have been $6.0 million and $19.2 million for the quarter and nine months ended September 30, 2016, respectively. On that basis, maintenance capital expenditures would have increased by $2.1 million, or 35.2%, for the quarter ended September 30, 2017, and decreased by $5.7 million, or 29.5%, for the nine months ended September 30, 2017, compared with the prior comparable periods. The decrease for the nine months ended September 30, 2017 compared with the nine months ended September 30, 2016 is primarily as a result of the timing of planned maintenance for the year. IMTT expects to incur between $20.0 million and $25.0 million of maintenance capital expenditures in 2017.

Results of Operations:Atlantic Aviation

Atlantic Aviation generates a significant portionmost of its revenue from sales of jet fuel. fuel at facilities located on the 70 U.S. airports on which the business operates. Increases and decreases in the cost of jet fuel are generally passed through to customers. Atlantic Aviation seeks to maintain and, where appropriate, increase dollar-based margins on jet fuel sales.

Accordingly, reported revenue canwill fluctuate based on the cost of jet fuel to Atlantic Aviation and reported revenue may not reflect the business’ ability to effectively manage volumethe amount of jet fuel sold and price.the margin achieved on those sales. For example, an increase in revenue may be attributable to an increase in the cost of the jet fuel and not an increase in the volumeamount of jet fuel sold or pricemargin per gallon to the customer.gallon. Conversely, a decline in revenue may be attributable to a decrease in the cost of jet fuel and not a reduction in the volumeamount of jet fuel sold or price.

margin per gallon.

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Results of Operations: Atlantic Aviation – (continued)
Gross margin, which we define as revenue less cost of services, excluding depreciation and amortization, is the effective “top line” for Atlantic Aviation as it is reflective ofreflects the business’ ability to drive growth in the volumeamount of products and services sold and the margins earned on those sales over time. We believe that our investors view gross margin as reflective of our ability to manage volumeamount of jet fuel sold and pricethe margin per gallon throughout the commodity cycle. Gross margin can be reconciled to operating income — the most comparable GAAP measure— by subtracting selling, general and administrative expenses and depreciation and amortization in the table below.

Key Factors Affecting Operating Results for the Quarter:

an increase in gross margin on a same store basis, together with contributions from acquisitions; partially offset byabove.
an increase in selling, general and administrative expenses.

TABLE OF CONTENTS

Results of Operations:Atlantic Aviation – (continued)

        
 Quarter Ended
September 30,
 Change
Favorable/
(Unfavorable)
 Nine Months Ended
September 30,
 Change
Favorable/
(Unfavorable)
   2017 2016 2017 2016
   $ $ $ % $ $ $ %
   ($ In Thousands) (Unaudited)
Revenue  211,457   186,823   24,634   13.2   621,149   544,029   77,120   14.2 
Cost of services (exclusive of depreciation and amortization shown separately below)  92,106   77,524   (14,582  (18.8  272,985   218,126   (54,859  (25.2
Gross margin  119,351   109,299   10,052   9.2   348,164   325,903   22,261   6.8 
Selling, general and administrative expenses  57,026   53,027   (3,999  (7.5  163,512   157,019   (6,493  (4.1
Depreciation and amortization  25,286   22,148   (3,138  (14.2  73,894   69,041   (4,853  (7.0
Operating income  37,039   34,124   2,915   8.5   110,758   99,843   10,915   10.9 
Interest expense, net(1)  (4,295  (5,199  904   17.4   (13,648  (27,437  13,789   50.3 
Other (expense) income, net  (14  (150  136   90.7   (119  191   (310  (162.3
Provision for income taxes  (11,139  (11,543  404   3.5   (36,766  (29,258  (7,508  (25.7
Net income  21,591   17,232   4,359   25.3   60,225   43,339   16,886   39.0 
Reconciliation of net income to EBITDA excluding non-cash items and a reconciliation of cash provided by operating activities to Free Cash Flow:
                                        
Net income  21,591   17,232             60,225   43,339           
Interest expense, net(1)  4,295   5,199             13,648   27,437           
Provision for income taxes  11,139   11,543             36,766   29,258           
Depreciation and amortization  25,286   22,148             73,894   69,041           
Pension expense(2)  5   16             15   50           
Other non-cash expense, net  1,212   200           1,252   448         
EBITDA excluding non-cash
items
  63,528   56,338   7,190   12.8   185,800   169,573   16,227   9.6 
EBITDA excluding non-cash
items
  63,528   56,338             185,800   169,573           
Interest expense, net(1)  (4,295  (5,199            (13,648  (27,437          
Convertible senior notes interest(3)  (2,012               (5,769             
Adjustments to derivative instruments recorded in interest expense(1)  464   (2,371            3,150   4,416           
Amortization of debt financing costs(1)  284   791             819   2,496           
Provision for income taxes, net of changes in deferred taxes  (1,208  (159            (5,810  (2,521          
Changes in working capital  (1,335  5,142         (6,667  11,412       
Cash provided by operating activities  55,426   54,542             157,875   157,939           
Changes in working capital  1,335   (5,142            6,667   (11,412          
Maintenance capital expenditures  (2,165  (2,075          (5,071  (5,816        
Free cash flow  54,596   47,325   7,271   15.4   159,471   140,711   18,760   13.3 

(1)Interest expense, net, includes adjustments to derivative instruments and non-cash amortization of deferred financing fees.
(2)Pension expense primarily consists of interest cost, expected return on plan assets and amortization of actuarial and performance gains and losses.
(3)Represents the cash interest expense reclassified from MIC Corporate related to the 2.00% Convertible Senior Notes due October 2023, proceeds of which were used to pay down a portion of Atlantic Aviation’s credit facility in October 2016.

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Results of Operations:Atlantic Aviation – (continued)

Revenue and Gross Margin

The majority of the revenue and gross margin earned by Atlantic Aviation is generated through fueling GA aircraft at facilities located on the 70 U.S. airports at which the business operates. Atlantic Aviation pursues a strategy of maintaining and, where appropriate, increasing dollar-based margins on fuel sales. Generally, fluctuations in the cost of jet fuel are passed through to the customer.

Revenue and gross margin are driven, in part, by the volume of fuel sold and the dollar-based margin/fee per gallon on those sales. Revenue increased 13.2% and 14.2%decreased for the quarter and nine months ended September 30, 2017, respectively,2020 compared with the quarter and nine months ended September 30, 2016 as2019 due to a resultreduction in the amount of higherjet fuel sold, a decrease in ancillary services provided and, to a lesser extent, a reduction in transient hangar rental revenue. The decrease in rental revenue was attributable to a reduced number of short-term and overnight hangar rentals, partially offset by revenue from base tenants that was consistent with prior periods. The reduced amount of revenue also reflects the lower wholesale cost of jet fuel an increase in the volume of fuel soldquarter and contributions from acquisitions. The highernine months ended September 30, 2020 versus the prior comparable periods. In general, the decrease in the wholesale cost of jet fuel was largely offset byis typically reflected in a corresponding increasedecrease in cost of services, resulting in an increase inno impact to gross margin of 9.2%margin.
Selling, General and 6.8%Administrative Expenses
Selling, general and administrative expenses decreased for the quarter and nine months ended September 30, 2017, respectively,2020 versus the prior comparable periods, primarily due to lower salaries and benefits, maintenance and repair costs, and credit card fees. The decrease in selling, general and administrative expenses for the nine months ended September 30, 2020 was partially offset by a $7 million provision of estimated costs (in excess of insurance recoveries) for remediating certain environmental matters. Excluding the provision, selling, general and administrative expenses would have been approximately $15 million lower for the nine months ended September 30, 2020 versus the prior comparable period.
Depreciation and Amortization
Depreciation and amortization decreased for the quarter and nine months ended September 30, 2020 versus the prior comparable periods primarily due to the full amortization of certain airport contract rights.
Operating Income
Operating income decreased in the quarter and nine months ended September 30, 2020 compared with the quarter and nine months ended September 30, 2016.

Atlantic Aviation seeks to extend FBO leases prior to their maturity to improve our visibility into the cash generating capacity of these assets. Atlantic Aviation calculates a weighted average remaining lease life based on EBITDA excluding non-cash items in the prior calendar year adjusted for the impact of acquisitions/dispositions. The weighted average remaining lease life was 20.7 years at September 30, 2017 compared with 19.5 years at September 30, 2016. Notwithstanding the passage of one year, the length of the remaining lease life increased as a result of acquisitions and successful extensions of certain leaseholds.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased for the quarter and nine months ended September 30, 2017 compared with the quarter and nine months ended September 30, 2016 primarily due to higher salaries and benefit costs and incremental costs associated with acquisitions.

Depreciation and Amortization

Depreciation and amortization expense increased for the quarter and nine months ended September 30, 2017 compared with the quarter and nine months ended September 30, 2016 primarily as a result of assets placed in service and contributions from acquisitions.

Operating Income

Operating income increased for the quarter and nine months ended September 30, 2017 compared with the quarter and nine months ended September 30, 20162019 due to the increasedecrease in gross margin, partially offset by the increasedecrease in selling, general and administrative expenses and the increase in depreciation and amortization expense.

amortization.

Interest Expense, Net

net

Interest expense, net, includes non-cash losses on derivative instruments of $219,000an insignificant amount for the quarter ended September 30, 2020 and $2.9$3 million for the nine months ended September 30, 2020, compared with non-cash losses of $1 million and $7 million for the quarter and nine months ended September 30, 2017, respectively, compared with gains on2019, respectively. Excluding the derivative instruments of $257,000adjustments, cash interest expense was $10 million and losses on derivative instruments of $10.7$36 million for the quarter and nine months ended September 30, 2016, respectively. Excluding the derivative adjustments, interest expense decreased for the quarter and nine months ended September 30, 20172020, respectively, compared with the quarter and nine months ended September 30, 2016 due to a lower weighted average interest rate resulting from the October 2016 refinancing and a lower average debt balance.


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Results of Operations:Atlantic Aviation – (continued)

Cash interest expense was $5.5$15 million and $15.4$44 million for the quarter and nine months ended September 30, 2017, respectively, compared with $6.8 million and $20.5 million for the quarter and nine months ended September 30, 2016,2019, respectively. CashThe decrease in cash interest expense for the quarter and nine months ended September 30, 2017 is inclusive of theprimarily reflects a lower weighted average interest expense related to the $402.5 million of 2.00% Convertible Senior Notes due October 2023, proceeds of which were used in part to reduce the drawn balance of Atlantic Aviation’s revolving credit facility.

rate.

Income Taxes

The taxable income generated by Atlantic Aviation is reported on our consolidated federal income tax return. The business files standalone state income tax returns in most of the states in which it operates. The tax expense in the table above includes both state income taxes and the portion of the consolidated federal income tax liability attributable to the business.

For the year ending December 31, 2017,2020, the business expects to pay state income taxes of approximately $6.0$3 million. TheProvision for income taxes, net Current Income Taxes of changes in deferred taxes of $5.8$3 million for the nine months ended September 30, 20172020 in the above table includes $4.3primarily $1 million of federal income tax expense and $2 million of state income tax expense and $1.5 millionexpense.

Atlantic Aviation has state NOL carryforwards that are specific to the state in which they were generated. The utilization of federalNOL carryforwards may reduce or eliminate state taxable income tax expense. Any current federal income tax payable is expected to be offset in consolidation with the application of NOLs at the MIC holding company level.

future.

Maintenance Capital Expenditures

For the nine months ended September 30, 2017,2020, Atlantic Aviation incurred maintenance capital expenditures of $5.1$7 million and $5.6$11 million on an accrual basis and cash basis, respectively, compared with $5.8$8 million and $5.9$7 million on an accrual basis and cash basis, respectively, for the nine months ended September 30, 2016.

2019. Atlantic Aviation expects to incur approximately $10 million of maintenance capital expenditures in 2020.


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Results of Operations:Contracted Power

Key Factors Affecting Operating Results for the Quarter:

a decrease in revenue from BEC, partially offset by contributions from an acquired solar facility;
a decrease in cost of product sales primarily due to lower gas consumption tied to lower generation at BEC; and
an increase in other income, net.

        
 Quarter Ended
September 30,
 Change
Favorable/
(Unfavorable)
 Nine Months Ended
September 30,
 Change
Favorable/
(Unfavorable)
   2017 2016 2017 2016
   $ $ $ % $ $ $ %
   ($ In Thousands) (Unaudited)
Product revenue  42,445   45,538   (3,093  (6.8  110,681   114,017   (3,336  (2.9
Cost of product sales  5,171   7,344   2,173   29.6   15,528   17,495   1,967   11.2 
Selling, general and administrative expenses  6,909   6,824   (85  (1.2  18,318   19,331   1,013   5.2 
Depreciation and amortization  14,830   14,000   (830  (5.9  45,031   41,693   (3,338  (8.0
Operating income  15,535   17,370   (1,835  (10.6  31,804   35,498   (3,694  (10.4
Interest expense, net(1)  (6,281  (2,764  (3,517  (127.2  (20,431  (31,614  11,183   35.4 
Other income, net  4,334   3,531   803   22.7   6,440   3,839   2,601   67.8 
Provision for income taxes  (6,337  (8,013  1,676   20.9   (8,209  (7,626  (583  (7.6
Net income  7,251   10,124   (2,873  (28.4  9,604   97   9,507   NM 
Less: net (loss) income attributable to noncontrolling interest  (3,890  566   4,456   NM   (7,223  217   7,440   NM 
Net income (loss) attributable to MIC  11,141   9,558   1,583   16.6   16,827   (120  16,947   NM 
Reconciliation of net income to EBITDA excluding non-cash items and a reconciliation of cash provided by operating activities to Free Cash Flow:
                                        
Net income  7,251   10,124             9,604   97           
Interest expense, net(1)  6,281   2,764             20,431   31,614           
Provision for income taxes  6,337   8,013             8,209   7,626           
Depreciation and amortization  14,830   14,000             45,031   41,693           
Other non-cash income, net(2)  (1,914  (1,459          (6,170  (5,424        
EBITDA excluding non-cash items  32,785   33,442   (657  (2.0  77,105   75,606   1,499   2.0 
EBITDA excluding non-cash items  32,785   33,442             77,105   75,606           
Interest expense, net(1)  (6,281  (2,764            (20,431  (31,614          
Adjustments to derivative instruments recorded in interest expense(1)  (922  (3,778            (1,282  11,994           
Amortization of debt financing costs(1)  379   376             1,137   1,113           
Provision for income taxes, net of changes in deferred taxes  9   1             6   (8          
Changes in working capital  (1,842  949         (9,703  (1,909      
Cash provided by operating activities  24,128   28,226             46,832   55,182           
Changes in working capital  1,842   (949            9,703   1,909           
Maintenance capital expenditures     (559          (22  (559        
Free cash flow  25,970   26,718   (748  (2.8  56,513   56,532   (19  (0.0

NM — Not meaningful

(1)Interest expense, net, includes adjustments to derivative instruments and non-cash amortization of deferred financing fees.
(2)Other non-cash income, net, primarily includes amortization of tolling liabilities. See“Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) excluding non-cash items, Free Cash Flow and Proportionately Combined Metrics” above for further discussion.

TABLE OF CONTENTS

Results of Operations:Contracted Power – (continued)

Revenue

Revenue decreased $3.1 million and $3.3 million for the quarter and nine months ended September 30, 2017 compared with the quarter and nine months ended September 30, 2016, respectively. The decrease at the wind and solar facilities was primarily attributable to lower resources compared with the prior comparable periods, partially offset by revenue contributed from acquired solar facilities.

At BEC, the 37.5% of the business that operates on a merchant basis drove a reduction in revenue as a result of lower capacity prices from updated capacity requirements and lower energy margins. Energy margins decreased primarily due to milder weather during the quarter ended September 30, 2017 compared with the quarter ended September 30, 2016. The aggregate decrease in revenue from BEC was partially offset by new tariff revenue for additional services provided to the grid operator. The remaining 62.5% of BEC’s capacity generates revenue pursuant to a fixed price tolling agreement.

Cost of Product Sales

Cost of product sales decreased for the quarter and nine months ended September 30, 2017 compared with the quarter and nine months ended September 30, 2016 primarily due to a reduction in gas consumed at BEC as a result of reduced generation and lower natural gas costs from the recently completed gas lateral connecting the facility to a lower cost source of gas. The decreases in both periods were partially offset by incremental costs associated with an acquisition of a solar facility completed in December 2016.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased for the nine months ended September 30, 2017 compared with the nine months ended September 30, 2016 primarily due to lower property taxes, lower costs related to leased engines and insurance savings at BEC. These decreases were partially offset by incremental costs from acquisitions.

Depreciation and Amortization

Depreciation and amortization expense increased for the quarter and nine months ended September 30, 2017 compared with the quarter and nine months ended September 30, 2016 primarily due to incremental expenses associated with an acquisition completed in December 2016.

Other Income, net

Other income, net, increased for the quarter and nine months ended September 30, 2017 compared with the quarter and nine months ended September 30, 2016 primarily due to financing income from a revolving credit facility provided by CP to a third party developer of renewable projects and the associated development profit. The increase was partially offset by escrow proceeds related to the BEC acquisition received during the quarter ended September 30, 2016.

Interest Expense, Net

Interest expense includes losses on derivative instruments of $82,000 and $2.4 million for the quarter and nine months ended September 30, 2017, respectively, compared with gains on derivative instruments of $1.9 million and losses on derivative instruments of $17.6 million for the quarter and nine months ended September 30, 2016, respectively. Excluding the derivative adjustments, interest expense increased for the quarter and nine months ended September 30, 2017 compared with the quarter and nine months ended September 30, 2016 primarily due to debt assumed in an acquisition completed in December 2016, partially offset by lower average debt balances on all other facilities. Cash interest expense was $6.8 million and $20.6 million for the quarter and nine months ended September 30, 2017, respectively, compared with $6.2 million and $18.5 million for the quarter and nine months ended September 30, 2016, respectively.


TABLE OF CONTENTS

Results of Operations:Contracted Power – (continued)

Income Taxes

Our wind and solar facilities are held in limited liability companies that are treated as partnerships for tax purposes. As such, these entities do not pay federal or state income taxes on a standalone basis, but each partner pays federal and state income taxes based on their allocated share of taxable income. For the year ending December 31, 2017, MIC expects its allocated share of the federal taxable income from these facilities to be a loss of approximately $10.5 million. For 2016, MIC’s allocated share of the federal taxable income from these facilities was a loss of approximately $23.0 million.

The taxable income generated by BEC is reported on our consolidated federal income tax return and is subject to New York state income tax as part of a combined return. For the year ending December 31, 2017, the business does not expect to have a federal or a state income tax liability. Future current federal taxable income attributable to BEC may be offset in consolidation with the application of NOLs at the MIC holding company level.

Other Matters

CP relies on a small number of suppliers to provide long term operations and maintenance (O&M) and other services for its facilities. One of those O&M providers, SunEdison, Inc. (SunEdison), filed for bankruptcy in April 2016. SunEdison’s contract was terminated in May 2017 and a new service provider has taken over the O&M and other services for these facilities effective August 1, 2017.

Results of Operations:MIC Hawaii

MIC Hawaii comprises Hawaii Gas and several smaller businesses collectively engaged in efforts to reduce the cost and improve the reliability and sustainability of energy in Hawaii. The businesses of MIC Hawaii generate revenue primarily from the provision of gas services to commercial, residential, and governmental customers and the generation of powerpower.
The financial performance of MIC Hawaii is a function of the number of customers served, their consumption of energy and the designprices achieved on sales by each of Hawaii Gas’s utility and constructionnon-utility operations and under power purchase agreements. The amount of building mechanical systems.

gas consumed is correlated with general economic activity over the long term with tourism being a key component. Consumption trends and rates are a function of, among other factors, energy efficiency, weather, the range of competitive energy sources, and MIC Hawaii’s input commodity costs.

The financial performance of MIC Hawaii was adversely affected by a reduction in the demand for gas resulting from the 94% decline in the number of tourists visiting Hawaii in the third quarter of 2020 compared with the third quarter in 2019. A corresponding decline in hotel occupancy, meals prepared in restaurants and commercial laundry service provided resulted in an overall reduction in gas consumption of approximately 37% compared with the third quarter in 2019.
Hawaii Gas is in regular communication with key counterparties including its supplier of naphtha feedstock for its utility operations and its LPG supplier. The business’ current naphtha feedstock agreement expires at the end of 2020 and a new naphtha feedstock agreement has been negotiated and submitted to the Hawaii Public Utilities Commission (HPUC) for approval. Hawaii Gas is also closely tracking and conservatively managing LPG inventories to reduce its exposure to potential supply chain disruptions. To date, there have been no disruptions in supply or supply logistics.
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Results of Operations: MIC Hawaii – (continued)
Quarter Ended September 30,Change
Favorable/(Unfavorable)
Nine Months Ended September 30,Change
Favorable/(Unfavorable)
2020201920202019
$$$%$$$%
($ In Millions) (Unaudited)
Revenue39 58 (19)(33)136 183 (47)(26)
Cost of product sales (exclusive of depreciation and amortization shown separately below)25 43 18 42 85 128 43 34 
Gross margin14 15 (1)(7)51 55 (4)(7)
Selling, general and administrative expenses— — 18 17 (1)(6)
Depreciation and amortization— — 12 12 — — 
Operating income(1)(20)21 26 (5)(19)
Interest expense, net(1)
(2)(3)33 (7)(8)13 
Other expense, net(1)— (1)NM(1)(2)50 
Provision for income taxes— (1)100 (4)(5)20 
Net income— — 11 (2)(18)
Reconciliation of net income to EBITDA excluding non-cash items and a reconciliation of cash provided by operating activities to Free Cash Flow:
Net income11 
Interest expense, net(1)
Provision for income taxes— 
Depreciation and amortization12 12 
Other non-cash expense (income), net(2)
— (3)10 
EBITDA excluding non-cash items12 (5)(42)29 46 (17)(37)
EBITDA excluding non-cash items12 29 46 
Interest expense, net(1)
(2)(3)(7)(8)
Non-cash interest expense, net(1)
— 
Provision for current income taxes— (1)(3)(4)
Changes in working capital— 
Cash provided by operating activities11 24 39 
Changes in working capital— (2)(4)(3)
Maintenance capital expenditures(1)(1)(5)(5)
Free cash flow(4)(50)15 31 (16)(52)
___________
NM — Not meaningful.
(1)Interest expense, net, includes non-cash adjustments to derivative instruments related to interest rate swaps and non-cash amortization of deferred financing fees.
(2)Other non-cash expense (income), net, includes primarily non-cash mark-to-market adjustment of the value of the commodity hedge contracts, pension expense, non-cash compensation expense incurred in relation to incentive plans, and non-cash gains (losses) related to the write-off or disposal of assets or liabilities. Pension expense consists primarily of interest cost, expected return on plan assets and amortization of actuarial and performance gains and losses. Other non-cash expense (income), net, excludes the adjustment to bad debt expense related to the specific reserve component, net of recoveries, for which this adjustment is reported in working capital in the above table. See “Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) excluding non-cash items and Free Cash Flow” above for further discussion.
Hawaii Gas generates a significant portionmost of its revenue from the sale of gas. Accordingly, revenue can fluctuate based on the wholesale cost of the commoditygas and/or feedstock to Hawaii Gas and may not reflect the business’ ability to effectively manage volumethe amount of gas sold and price.the margins achieved on those sales. For example, an increase in revenue may be attributable to an increase in the wholesale cost of gas passed through to Hawaii Gas’ customers and not an increase in the volumeamount of gas sold or price per therm.margin
14

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Results of Operations: MIC Hawaii – (continued)
achieved. Conversely, a decline in revenue may be attributable to a decrease in the wholesale cost of gas passed through to Hawaii Gas’ customers and not a reduction in volumethe amount of gas sold or price per therm.

margin achieved.

Gross margin, which we define as revenue less cost of product sales, and services, excluding depreciation and amortization, is the effective “top line” for Hawaii Gas as it is reflective of the business’ ability to drive growth in the volumeamount of products and servicessold and the margins earned on those sales over time. We believe that investors utilizeuse gross margin to evaluate the business as it is reflective of our performance in managing volume and price throughout the commodity cycle. Gross margin is reconciled to operating income — the most comparable GAAP measure — by subtracting selling, general and administrative expenses and depreciation and amortization in the table below.

Key Factors Affecting Operating Results for the Quarter:

an increase in unrealized gains from commodity hedges; andabove.
contributions from acquisitions; partially offset by
an increase in selling, general and administrative costs.

TABLE OF CONTENTS

Results of Operations:MIC Hawaii – (continued)

        
 Quarter Ended
September 30,
 Change
Favorable/
(Unfavorable)
 Nine Months Ended
September 30,
 Change
Favorable/
(Unfavorable)
   2017 2016 2017 2016
   $ $ $ % $ $ $ %
   ($ In Thousands) (Unaudited)
Product revenue  52,396   51,011   1,385   2.7   165,758   158,036   7,722   4.9 
Service revenue  13,826   5,258   8,568   163.0   39,476   5,258   34,218   NM 
Total revenue  66,222   56,269   9,953   17.7   205,234   163,294   41,940   25.7 
Cost of product sales (exclusive of depreciation and amortization shown separately below)  30,498   32,501   2,003   6.2   107,615   90,428   (17,187  (19.0
Cost of services (exclusive of depreciation and amortization shown separately below)  12,131   3,946   (8,185  NM   34,015   3,946   (30,069  NM 
Cost of revenue – total  42,629   36,447   (6,182  (17.0  141,630   94,374   (47,256  (50.1
Gross margin  23,593   19,822   3,771   19.0   63,604   68,920   (5,316  (7.7
Selling, general and administrative expenses  6,874   6,540   (334  (5.1  19,729   16,230   (3,499  (21.6
Depreciation and amortization  3,711   2,802   (909  (32.4  10,922   7,696   (3,226  (41.9
Operating income  13,008   10,480   2,528   24.1   32,953   44,994   (12,041  (26.8
Interest expense, net(1)  (1,877  (1,571  (306  (19.5  (5,795  (6,224  429   6.9 
Other expense, net  (141  (187  46   24.6   (382  (588  206   35.0 
Provision for income taxes  (4,830  (3,246  (1,584  (48.8  (10,772  (14,863  4,091   27.5 
Net income  6,160   5,476   684   12.5   16,004   23,319   (7,315  (31.4
Less: net loss attributable to noncontrolling interests  (32  (111  (79  (71.2  (71  (111  (40  (36.0
Net income attributable to MIC  6,192   5,587   605   10.8   16,075   23,430   (7,355  (31.4
Reconciliation of net income to EBITDA excluding non-cash items and a reconciliation of cash provided by operating activities to Free Cash Flow:
                                        
Net income  6,160   5,476             16,004   23,319           
Interest expense, net(1)  1,877   1,571             5,795   6,224           
Provision for income taxes  4,830   3,246             10,772   14,863           
Depreciation and amortization  3,711   2,802             10,922   7,696           
Pension expense(2)  272   349             817   1,048           
Other non-cash (income) expense,
net(3)
  (3,360  316           3,108   (6,090        
EBITDA excluding non-cash items  13,490   13,760   (270  (2.0  47,418   47,060   358   0.8 
EBITDA excluding non-cash items  13,490   13,760             47,418   47,060           
Interest expense, net(1)  (1,877  (1,571            (5,795  (6,224          
Adjustments to derivative instruments recorded in interest expense(1)  23   (250            113   506           
Amortization of debt financing
costs(1)
  99   96             303   848           
Provision for income taxes, net of changes in deferred taxes  (1,773  (1,361            (5,265  (6,507          
Changes in working capital  (2,535  (1,394        (12,852  5,554       
Cash provided by operating activities  7,427   9,280             23,922   41,237           
Changes in working capital  2,535   1,394             12,852   (5,554          
Maintenance capital expenditures  (1,825  (1,978          (4,406  (5,251        
Free cash flow  8,137   8,696   (559  (6.4  32,368   30,432   1,936   6.4 

NM — Not meaningful


TABLE OF CONTENTS

Results of Operations:MIC Hawaii – (continued)

(1)Interest expense, net, includes adjustments to derivative instruments related to interest rate swaps and non-cash amortization of deferred financing fees. For the nine months ended September 30, 2016, interest expense also included a non-cash write-off of deferred financing fees related to the February 2016 refinancing at Hawaii Gas.
(2)Pension expense primarily consists of interest cost, expected return on plan assets and amortization of actuarial and performance gains and losses.
(3)Other non-cash (income) expense, net, primarily includes non-cash adjustments related to unrealized gains (losses) on commodity hedges. See “Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) excluding non-cash items, Free Cash Flow and Proportionately Combined Metrics” above for further discussion.

Revenue and Gross Margin

Revenue increaseddeclined for the quarter and nine months ended September 30, 2020 compared with the quarter and nine months ended September 30, 2019 primarily as a result of a decrease in the amount of gas sold by $10.0Hawaii Gas and lower utility feedstock prices passed through to ratepayers. The decrease in the amount of gas sold reflects a decrease in consumption of gas, mainly by commercial and industrial customers, due to reductions in tourism and commercial activity associated with COVID-19.
Gross margin decreased to $14 million for the quarter ended September 30, 2020 from $15 million for the quarter ended September 30, 2019 and decreased to $51 million for the nine months ended September 30, 2020 from $55 million for the nine months ended September 30, 2019 as a result of the decrease in the amount of gas sold and realized losses of $1 million and $41.9$6 million during quarter and nine months ended September 30, 2020, respectively, on commodity hedge contracts resulting from the decrease in the wholesale market price of LPG. The decrease in gross margin was partially offset by favorable changes in the mark-to-market adjustment of the value of the commodity hedge contracts on MIC Hawaii's balance sheet. The business recorded favorable adjustments of $1 million and $5 million in the mark-to-market adjustment of the value of the commodity hedge contracts for the quarter and nine months ended September 30, 2020, respectively, compared with an unfavorable adjustments of $3 million and $7 million for the quarter and nine months ended September 30, 20172019, respectively. The change in the mark-to-market adjustment of the value of the commodity hedge contracts during the quarter and nine months ended September 30, 2020 reflects a favorable movement in the forecast wholesale prices of LPG relative to the hedged price.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were flat for the quarter ended September 30, 2020 and increased for the nine months ended September 30, 2020 compared with the prior comparable periods primarily as a result of an expected increase in insurance costs and higher bad debt expense.
Operating Income
Operating income decreased for the quarter and nine months ended September 30, 2020 compared with the quarter and nine months ended September 30, 2016, respectively.2019 primarily due to the decrease in gross margin. The increase is primarily attributable to contributions from acquisitions, andecrease in operating income for the nine months ended September 30, 2020 also reflects the increase in selling, general and administrative expenses.
Interest Expense, net

Interest expense, net, includes non-cash losses on derivative instruments of an insignificant amount for the wholesale costquarter ended September 30, 2020 and $1 million for the nine months ended September 30, 2020, compared with non-cash losses of gasan insignificant amount for the quarter ended September 30, 2019 and an increase$1 million for the nine months ended September 30, 2019. Excluding the derivative adjustments, cash interest expense was $2 million and $6 million in each of 0.1%the quarter and 1.7% in the volumenine month periods ended September 30, 2020 and 2019, respectively.
Other expense, net
Other expense, net, primarily includes write-offs of gas sold by Hawaii Gasfixed assets no longer viable for the quarter and nine months ended September 30, 2017, respectively. On an underlying basis, adjusting for changes in customer inventory, the volume2020 and losses on disposal of gas sold increased by 2.5%assets and 1.8% in the quarter and nine months ended September 30, 2017, respectively, compared with the quarter and nine months ended September 30, 2016.

Gross margin increased by $3.8 million for the quarter ended September 30, 2017 compared with the quarter ended September 30, 2016 and decreased by $5.3 millionother insignificant items for the nine months ended September 30, 2017 compared with the nine months ended September 30, 2016. The increase for the quarter ended September 30, 2017 is primarily attributable to unrealized gains on commodity hedges of $4.0 million, compared with unrealized gains on commodity hedges of $174,000 for the quarter ended September 30, 2016. The decrease for the nine months ended September 30, 2017 is primarily attributable to unrealized losses on commodity hedges of $1.7 million compared with unrealized gains on commodity hedges of $7.6 million for the nine months ended September 30, 2016.

Gross margin, excluding the impact of unrealized gains and losses on commodity hedges, remained flat for the quarter ended September 30, 2017 compared with the quarter ended September 30, 2016 and increased by $4.0 million, or 6.5%, for the nine months ended September 30, 2017 compared with the nine months ended September 30, 2016. The increase was primarily as a result of contributions from acquisitions.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased for the quarter and nine months ended September 30, 2017 compared with the quarter and nine months ended September 30, 2016 primarily due to incremental costs from acquisitions.

Depreciation and Amortization

Depreciation and amortization expense increased for the quarter and nine months ended September 30, 2017 compared with the quarter and nine months ended September 30, 2016 primarily due to incremental expenses associated with acquisitions.

Operating Income

Operating income increased for the quarter ended September 30, 2017 compared with the quarter ended September 30, 2016 due to the increase in gross margin, partially offset by an increase in depreciation and amortization expense and an increase in selling, general and administrative expenses. Operating income decreased for the nine months ended September 30, 2017 compared with the nine months ended September 30, 2016 due to the decrease in gross margin, an increase in selling, general and administrative expenses and an increase in depreciation and amortization expense.

2019.

TABLE OF CONTENTS

Results of Operations:MIC Hawaii – (continued)

Interest Expense, Net

Interest expense includes gains on derivative instruments of $15,000 and losses on derivative instruments of $158,000 for the quarter and nine months ended September 30, 2017, respectively, compared with gains on derivative instruments of $152,000 and losses on derivative instruments of $691,000 for the quarter and nine months ended September 30, 2016, respectively. For the nine months ended September 30, 2016, interest expense also included the non-cash write-off of deferred financing costs at Hawaii Gas related to the refinancing of its $80.0 million term loan and its $60.0 million revolving credit facility. Excluding the derivative adjustments and the write-off of the deferred financing costs, interest expense increased for the quarter and nine months ended September 30, 2017 compared with the quarter and nine months ended September 30, 2016 primarily due to debt assumed from an acquisition and the financing of solar facilities constructed in the past year. Cash interest expense was $1.8 million and $5.4 million for the quarter and nine months ended September 30, 2017, respectively, compared with $1.8 million and $4.9 million for the quarter and nine months ended September 30, 2016, respectively.

Income Taxes

The taxable income generated by the MIC Hawaii businesses is reported on our consolidated federal income tax return and is subject to Hawaiireturn. The businesses file standalone state income tax on a stand-alone basis.returns in Hawaii. The tax expense in the table above includes both the state income tax and the portion of the consolidated federal income tax liability attributable to the businesses. For the year ending December 31, 2017,2020, the business expects to pay state income taxes of approximately $1.2$1 million. TheProvision for income taxes, net Current Income Taxes of changes in deferred taxes of $5.3$3 million for the nine months ended September 30, 20172020 in the above table includes $3.9$2 million of federal income tax expense and $1.4$1 million of state income tax expense. Any current federal income tax payable is expected to be offset in consolidation with the application
15

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Results of NOLs at the Operations: MIC holding company level.

Hawaii – (continued)

Maintenance Capital Expenditures

For the nine months ended September 30, 2017,

MIC Hawaii incurred maintenance capital expenditures of $4.4$5 million and $4.7 million on an accrual basis and cash basis, respectively, compared with $5.3 million and $6.0$6 million on an accrual basis and cash basis, respectively, for each of the nine months periods ended September 30, 2020 and 2019. MIC Hawaii expects to incur approximately $8 million of maintenance capital expenditures in 2020.
Results of Operations: Corporate and Other
Our Corporate and Other segment comprises primarily results from MIC Corporate in New York City, our shared services center in Plano, Texas, and from our relationship with a developer of renewable power facilities (formerly reported in Contracted Power). The relationship with the developer was concluded during July 2019.
Quarter Ended September 30,Change
Favorable/(Unfavorable)
Nine Months Ended September 30,Change
Favorable/(Unfavorable)
2020201920202019
$$$%$$$%
($ In Millions) (Unaudited)
Selling, general and administrative expenses(3)(60)33 19 (14)(74)
Fees to Manager-related party38 16 23 30 
Operating loss(13)(13)— — (49)(42)(7)(17)
Interest expense, net(1)
(6)(3)(3)(100)(18)(13)(5)(38)
Other income, net— — — — — (4)(100)
(Provision) benefit for income taxes(153)(156)NM(142)12 (154)NM
Net loss(172)(13)(159)NM(209)(39)(170)NM
Reconciliation of net loss to EBITDA excluding non-cash items and a reconciliation of cash (used in) provided by operating activities to Free Cash Flow:
Net loss(172)(13)(209)(39)
Interest expense, net(1)
18 13 
Provision (benefit) for income taxes153 (3)142 (12)
Fees to Manager-related party16 23 
Other non-cash expense, net(2)
— 
EBITDA excluding non-cash items(4)(5)20 (28)(14)(14)(100)
EBITDA excluding non-cash items(4)(5)(28)(14)
Interest expense, net(1)
(6)(3)(18)(13)
Non-cash interest expense, net(1)
Benefit for current income taxes— 24 
Changes in working capital(3)
— 39 (2)25 
Cash (used in) provided by operating activities(8)41 (39)28 
Changes in working capital(3)
— (39)(25)
Free cash flow(8)(10)NM(37)(40)NM
___________
NM — Not meaningful.
(1)Interest expense, net, includes non-cash amortization of deferred financing fees and non-cash amortization of debt discount related to the 2.00% Convertible Senior Notes due October 2023.
(2)Other non-cash expense, net, includes primarily non-cash adjustments related to non-cash compensation expense incurred in relation to incentive plans and non-cash gains (losses) related to the write-off or disposal of assets or liabilities. See “Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) excluding non-cash items and Free Cash Flow” above for further discussion.
(3)For the quarter and nine months ended September 30, 2019, the change in working capital includes the current federal income tax liability of $42 million related to the gain on sale of the renewable businesses reported in the results from discontinued operations.
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Results of Operations: Corporate and Other – (continued)
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased for the quarter and nine months ended September 30, 2020 compared with the quarter and nine months ended September 30, 2019 primarily due to expenses incurred in connection with our pursuit of strategic alternatives, partially offset by reduction in professional service fees.
Fees to Manager
Fees to Manager for the quarter and nine months ended September 30, 2020 comprise base management fees of $5 million and $16 million, respectively, compared with $8 million and $23 million for the quarter and nine months ended September 30, 2019, respectively. Base management fees decreased, as calculated in accordance with the Management Services Agreement, primarily due to the reduction in our market capitalization and the increase in the holding company cash balance. No performance fees were incurred in either of the current or prior comparable periods.
Interest Expense, net
Cash interest expense, net, increased to $4 million and $13 million for the quarter and nine months ended September 30, 2020, respectively, compared with $1 million and $7 million for the quarter and nine months ended September 30, 2019, respectively. The increase in cash interest expense reflects primarily higher average debt balances, partially offset by lower weighted average interest rates and lower interest income earned during the quarter and nine months ended September 30, 2020.
Other Income, net
Other income, net, for the quarter and nine months ended September 30, 2020 reflects $3 million of fee income recognized from a previously owned renewable power development business, offset by a $3 million write-off of projects no longer viable.
Other income, net, decreased for the nine months ended September 30, 2016.

Other Matters

Hawaii Gas’ utility gas rates are regulated by the Hawaii Public Utilities Commission (HPUC). On August 1, 2017, Hawaii Gas filed a general rate case application2020 compared with the HPUC requesting an annual increase in regulated revenues of $15.0 million. To the extent that new rates are approved by regulators, we expect that interim rate increases, if any, could take effect in mid-2018.

In August 2016, the City and County of Honolulu awarded the Honouliuli Wastewater Treatment Plant Biogas contract to Hawaii Gas. Under the termsnine months ended September 30, 2019 primarily as a result of the agreement,absence of fee income from a third-party developer of renewable power facilities. The relationship with the developer concluded during July 2019.

Income Taxes
The Benefit for Current Income Taxes of $4 million for the nine months ended September 30, 2020 in the above table primarily reflects the current federal income tax expense recorded by Atlantic Aviation and MIC Hawaii Gas will purchase approximately 800,000 therms of biogas per year atoffset in consolidation with losses generated by Corporate and Other.
During the quarter ended September 30, 2020, we increased our deferred tax liability by $158 million as it became probable that IMTT would be sold in a fixed rate through December 31, 2024. On September 12, 2017,taxable transaction. The increase represents the agreement was approved bydeferred tax expense on the HPUC. Operations are expected to commencedifference between our book and tax basis in 2018.

Hawaii Gas currently sources naphtha feedstock for its SNG plant from Par Hawaii Refining, LLC. A new feedstock supply agreement to receive feedstock through December 31, 2020 from Par Hawaii Refining, LLC was approved on September 7, 2017 by the HPUC.

our investment in IMTT.

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Results of Operations:Corporate and Other

        
 Quarter Ended September 30, Change
Favorable/
(Unfavorable)
 Nine Months Ended September 30, Change
Favorable/
(Unfavorable)
   2017 2016 2017 2016
   $ $ $ % $ $ $ %
   ($ In Thousands) (Unaudited)
Fees to Manager-related party  17,954   18,382   428   2.3   54,610   49,570   (5,040  (10.2
Selling, general and administrative expenses(1)  6,214   3,925   (2,289  (58.3  21,301   8,831   (12,470  (141.2
Operating loss  (24,168  (22,307  (1,861  (8.3  (75,911  (58,401  (17,510  (30.0
Interest expense, net(2)  (6,597  (3,483  (3,114  (89.4  (19,419  (10,446  (8,973  (85.9
Benefit for income taxes  11,181   10,859   322   3.0   37,149   30,055   7,094   23.6 
Net loss  (19,584  (14,931  (4,653  (31.2  (58,181  (38,792  (19,389  (50.0
Reconciliation of net loss to EBITDA excluding non-cash items and a reconciliation of cash used in operating activities to Free Cash Flow:
                                        
Net loss  (19,584  (14,931            (58,181  (38,792          
Interest expense, net(2)  6,597   3,483             19,419   10,446           
Benefit for income taxes  (11,181  (10,859            (37,149  (30,055          
Fees to Manager-related party  17,954   18,382             54,610   49,570           
Other non-cash expense  159   188           534   563         
EBITDA excluding non-cash items  (6,055  (3,737  (2,318  (62.0  (20,767  (8,268  (12,499  (151.2
EBITDA excluding non-cash items  (6,055  (3,737            (20,767  (8,268          
Interest expense, net(2)  (6,597  (3,483            (19,419  (10,446          
Convertible senior notes interest(3)  2,012                5,769              
Amortization of debt financing costs(2)  988   613             2,969   1,837           
Amortization of debt discount(2)  882                2,377              
Benefit for income taxes, net of changes in deferred taxes  474   1,308             5,645   6,824           
Changes in working capital  (2,934  (2,703        (6,691  (8,634      
Cash used in operating activities  (11,230  (8,002            (30,117  (18,687          
Changes in working capital  2,934   2,703           6,691   8,634         
Free cash flow  (8,296  (5,299  (2,997  (56.6  (23,426  (10,053  (13,373  (133.0

(1)For the quarter and nine months ended September 30, 2017, selling, general and administrative expenses included $1.4 million and $6.8 million, respectively, of costs related to the implementation of a shared service initiative. Selling, general and administrative expenses for the quarter and nine months ended September 30, 2017 also includes $3.0 million and $7.9 million, respectively, of costs incurred in connection with the evaluation of various investment and acquisition opportunities.
(2)Interest expense, net, included non-cash amortization of deferred financing fees and non-cash amortization of debt discount related to the 2.00% Convertible Senior Notes due October 2023.
(3)Represents the cash interest expense reclassified to Atlantic Aviation related to the 2.00% Convertible Senior Notes due October 2023, proceeds of which were used to pay down a portion of Atlantic Aviation’s credit facility in October 2016.


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Liquidity and Capital Resources

General

Our primary cash requirements includefor our ongoing businesses historically have included primarily normal operating expenses, debt service, debt principal payments, payments of dividends, and capital expenditures. Our primary source of cash ishistorically has been primarily operating activities, although we have drawn on and may in the future draw on credit facilities, for capital expenditures,have issued and may in the future issue new equity or debt, orand have sold and may in the future sell assets to generate cash.

At

We may from time to time seek to purchase or retire our outstanding debt in open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on market conditions, our liquidity needs, and other factors.
On March 17, 2020, we drew a total of $874 million on two revolving credit facilities. We drew $599 million on our $600 million holding company level revolving credit facility and drew $275 million on the $350 million revolving credit facility at Atlantic Aviation. The proceeds were additive to our approximately $300 million of cash on hand in mid-March. The drawdowns were deemed prudent to preserve financial flexibility in light of the disruption and the uncertainty surrounding the impact of COVID-19 on our businesses. In addition to drawing on our revolving credit facilities, we determined to improve our liquidity and financial flexibility by suspending our quarterly dividend.
The $275 million drawn on the Atlantic Aviation revolving credit facility was subsequently repaid on April 30, 2020. On May 4, 2020, the Atlantic Aviation revolving credit facility commitments were reduced to $10 million, and further to $1 million on October 31, 2020, solely with respect to letters of credit then outstanding. During the quarter ended September 30, 2017,2020, we repaid $449 million of the drawn balance on our holding company revolving credit facility.
We currently expect to fund our operations, service and/or repay our debt, make state tax payments, fund essential maintenance capital expenditures, and deploy growth capital over the remainder of 2020 and in 2021 using cash generated from the operations of our ongoing businesses, our $429 million of cash on hand on September 30, 2020, and any potential proceeds from the sale of one or more of the operating businesses.
On September 30, 2020, our consolidated debt outstanding at our ongoing businesses and at our holding company totaled $3,533.5$1,754 million (excluding adjustments for unamortized debt discounts), including the drawings on our revolving credit facility. Our consolidated cash balance at our ongoing businesses totaled $35.7$429 million and consolidated availableundrawn capacity under our revolving credit facilities at our ongoing businesses totaled $971.0$510 million.

Our ratio of net debt/EBITDA for our ongoing businesses was 5.7x on September 30, 2020. Including discontinued operations, our ratio of net debt/EBITDA would have been 4.8x. Assuming the IMTT sales transaction does not close by December 31, 2020, our use of cash to fund a portion of our operations and growth capital projects during 2020, together with an expected lower trailing twelve month EBITDA, is expected to increase our ratio of net debt/EBITDA at our ongoing businesses at year-end.

The following table shows MIC’s proportionate debt obligations at October 31, 2017for our continuing operations on November 5, 2020 ($ in thousands)millions):

    
Business Debt Weighted
Average Remaining Life (in years)
 Balance
Outstanding(1)
 Weighted Average Rate(2)
MIC Corporate  Revolving Facility   1.7  $145,000   2.99
    Convertible Senior Notes   4.0   752,454   2.41
IMTT  Senior Notes   8.5   600,000   3.97
    Tax-Exempt Bonds   4.6   508,975   2.70
    Revolving Facility   2.6   257,000   2.74
Atlantic Aviation(3)  Term Loan   3.9   392,500   2.75
    Revolving Facility   3.9   82,000   2.99
CP  Renewables – Project Finance   14.6   265,356   4.81
    BEC – Term Loan   4.8   253,500   3.91
MIC Hawaii(4)  Term Loan   5.0   96,734   2.85
    Senior Notes   4.8   100,000   4.22
Total     5.6  $3,453,519   3.18
BusinessDebtWeighted Average Remaining Life
(in years)
Balance Outstanding
Weighted
Average Rate(1)
MIC CorporateConvertible Senior Notes2.9 $403 2.00 %
Revolving Facility1.2 150 2.38 %
Atlantic Aviation
Term Loan(2)
5.1 1,007 4.22 %
MIC Hawaii
Term Loan(2)
2.8 94 1.89 %
Senior Notes1.8 100 4.22 %
Total3.9 $1,754 3.43 %

(1)Proportionate to MIC’s ownership interest.
(2)Reflects annualized interest rate on all facilities including interest rate hedges.
(3)Excludes $1.5 million of stand-alone debt facility used to fund construction of a certain FBO.
(4)Excludes $2.7 million of equipment loans at MIC Hawaii business.

___________
(1)Reflects annualized interest rate on all facilities including interest rate hedges.
(2) The weighted average remaining life does not reflect the scheduled amortization on these facilities.
18

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Liquidity and Capital Resources – (continued)

The following table profiles each revolving credit facility from continuing operations at our businesses and at MIC Corporate as of October 31, 2017on November 5, 2020 ($ in thousands)millions):

    
Business Debt Weighted Average Remaining Life (in years) Undrawn Amount Interest Rate(1)
MIC Corporate  Revolving Facility   1.7  $265,000   LIBOR + 1.750% 
IMTT  USD Revolving Facility   2.6   293,000   LIBOR + 1.500% 
    CAD Revolving Facility   2.6   50,000   Bankers’ Acceptance Rate + 1.500% 
Atlantic Aviation  Revolving Facility   3.9   268,000   LIBOR + 1.750% 
CP – BEC  Revolving Facility   4.8   25,000   LIBOR + 2.125% 
CP – Renewables  Revolving Facility   2.1   19,980   LIBOR + 2.000% 
MIC Hawaii  Revolving Facility   4.3   60,000   LIBOR + 1.250% 
Total     2.9  $980,980    

(1)Excludes commitment fees.

Business
Debt(1)
Weighted
Average
Remaining Life
(in years)
Facility SizeUndrawn Amount
Interest Rate(2)
MIC CorporateRevolving Facility1.2 $600 $450 LIBOR + 2.25%
MIC HawaiiRevolving Facility2.3 60 60 LIBOR + 1.25%
Total1.3$660 $510 
___________

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Liquidity and Capital Resources – (continued)

We will,(1)Excludes $1 million of revolving commitments at Atlantic Aviation which is in general, apply available cashplace solely with respect to the repaymentexisting letters of credit currently outstanding under its revolving credit facility balances as a meansfacility. Such commitments will be reduced after each existing letter of minimizing interest expense and draw on those facilities to fund growth projects and for general corporate purposes.

credit expires or otherwise terminates.

(2)Excludes commitment fees.
We use revolving credit facilities at each ofHawaii Gas and at our operating companies and the holding company as a means of maintaining access to sufficient liquidity to meet future requirements, managingmanage interest expense, and fundingfund growth projects. We base our assessment of the sufficiency of our liquidity and capital resources on the assumptions that:

our businesses overall generate,having $939 million of liquidity available comprised of cash on hand and are expected to continue to generate, significant operating cash flow;
the ongoing capital expenditures associated with our businesses are readily funded from their respective operating cash flow or available debt facilities; and
undrawn balances on revolving credit facilities. In addition, we believe we will be able to refinance, extend and/or repay the principal amount of maturing long-term debt on terms that can be supported by our businesses.businesses on or before maturity.

We generally capitalize our businesses in part using floating rate bank debt with medium-term maturities of between fivefour and seven years. In general, weyears and hedge theany floating rate exposure for the majority of the term of these facilities. We also use longer dated private placement debt and other forms of capital including bond or hybrid debt instruments to capitalize our businesses. In general, the debt facilities atof our businesses are non-recourse to the holding company and there are no cross-collateralization or cross-guarantee provisions in these facilities.

Our wind and solar facilities are financed primarily with fully amortizing non-recourse project finance style debt with maturities prior to or coterminous with the expiration of the underlying PPAs.

Analysis of Consolidated Historical Cash Flows

from Continuing Operations

The following section discusses our sources and uses of cash on a consolidated basis.basis from continuing operations. All intercompany activities such as corporate allocations, capital contributions to our businesses, and distributions from our businesses have been excluded from the table as these transactions are eliminated inon consolidation.

    
 Nine Months Ended
September 30,
 Change
Favorable/
(Unfavorable)
 2017 2016
($ In Thousands) $ $ $ %
($ In Millions)($ In Millions)Nine Months Ended September 30,Change
Favorable/(Unfavorable)
20202019
$$$%
Cash provided by operating activities  397,669   436,988   (39,319  (9.0Cash provided by operating activities114220(106)(48)
Cash used in investing activities  (461,257  (226,277  (234,980  (103.8Cash used in investing activities(53)(46)(7)(15)
Cash provided by (used in) financing activities  54,109   (205,220  259,329   126.4 Cash provided by (used in) financing activities54(617)671 NM

___________
NM — Not meaningful.
Operating Activities

from Continuing Operations

Cash provided by (used in) operating activities is generally comprised of EBITDA excluding non-cash items (as defined by us), less cash interest, tax and pension payments, and changes in working capital. See “Management’s“Management's Discussion and Analysis of Financial Condition and Results of Operations — - Results of Operations” for discussions around the components of EBITDA excluding non-cash items on a consolidated basis from continuing operations and for each of our operating businesses and Corporate and Other above.

The decrease in consolidated cash provided by operating activities from continuing operations for the nine months ended September 30, 20172020 compared with the nine months ended September 30, 20162019 was primarily due to:

timinga decrease in EBITDA excluding non-cash items; and
federal income tax liability recorded in 2019 in relation to a gain on sale of payment of insurance premiums;our renewable power generation business; partially offset by
timing of and increases in cost of inventory at MIC Hawaii and Atlantic Aviation; and
an increase in current state taxes; partially offset bythe change in accounts receivable resulting from a decline in sales activity and lower retail prices on jet fuel; and
improved operating results at existing businesses and contributions from acquisitions.
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Liquidity and Capital Resources – (continued)


a provision recorded for remediating certain environmental matters at Atlantic Aviation.
Investing Activities

from Continuing Operations

Cash provided by investing activities include proceeds from divestitures of businesses and disposal of fixed assets. Cash used in investing activities include acquisitions of businesses in new and existing segments and capital expenditures. Acquisitions of businesses are generally funded by raising additional equity and/or drawingsdrawing on credit facilities.

In general, maintenance capital expenditures are funded byfrom cash fromprovided by operating activities and growth capital expenditures are funded by drawing on our available credit facilities or with equity capital. See “Management’s“Management's Discussion and Analysis of Financial Condition and Result of Operations - Results of Operations — Results of Operations” for discussions on maintenance capital expenditures for each of our businesses.

The increase in consolidated cash used in investing activities from continuing operations for the nine months ended September 30, 20172020 compared with the nine months ended September 30, 2016 was primarily due to:

acquisitions at Atlantic Aviation and IMTT and investments in renewable projects at CP and MIC Hawaii during 2017;
an increase in capital expenditures primarily at BEC related to the 130 MW expansion project during 2017;
net borrowings by a third party renewables developer on a revolving credit facility provided by our CP business; and
2019 resulted from the absence of insurancecash proceeds received from the repayment of a loan from a third-party renewable developer during 2019 and an acquisition of an FBO during 2020 at an airport on which Atlantic Aviation already operated, partially offset by IMTT during 2016.a decrease in capital expenditures.

Growth
Capital Expenditures

We invested $208.1 millionDeployment (includes both continuing and $152.3 million ofdiscontinued operations)

Capital deployment includes growth capital in our existing businesses duringexpenditures and “bolt-on” acquisitions, the majority of which are expected to generate incremental earnings. For the nine months ended September 30, 20172020 and 2016,2019, growth capital deployed totaled $154 million and $143 million, respectively, of which $118 million and $81 million were recorded in discontinued operations, respectively.

We continuously evaluate opportunities to prudently deploy capital in bothbolt-on acquisitions and growth projects and in acquisitions of additional businesses, whether as part ofacross our existing businesses or in new lines of business. These opportunities can be significant. Webusinesses. In 2020, we are expanding BEC by 130 MW on adjacent landundertaking and expect to deploy approximately $130.0 million growthundertake primarily contract-backed capital on the project in 2017. In aggregate, we currently anticipate deploying at least $650.0 million in these types of activities in 2017.

In addition, we maintain a backlog of projects that we expect to complete in subsequent periods. We consider projects to be a part of our backlog whenwhich we have already committed to the deploymenthaving an aggregate value of capital for the underlying project, and have, where relevant, received all requisite approvals/authorizations for the deployment of such capital. The inclusion of a project in our backlog does not guarantee that the project will commence, be completed or ultimately generate revenue.

As of October 31, 2017, our backlog of approved growth capital projects was approximately $215.0between $200 million and to date we have deployed or committed to deploy approximately $545.0 million into growth projects and smaller acquisitions by our existing businesses.

$225 million.

Financing Activities

from Continuing Operations

Cash provided by financing activities primarily includes new equity issuance and debt issuance relatedprimarily to fund acquisitions and capital expenditures. Cash used in financing activities primarily includes dividends paid to our stockholders and the repayment of debt principal balances on maturing debt.

balances.

The change infrom consolidated cash provided byused in financing activities from continuing operations for the nine months ended September 30, 2017 compared with2019 to cash used inprovided by financing activities from continuing operations for the nine months ended September 30, 2016 was primarily due to:

higher2020 resulted from the net debt borrowings during 2017;drawdowns on our revolving credit facilities in response to the potential impacts of COVID-19 and
the absence of the purchase of the remaining 33.3% interest in IMTT’s Quebec terminal that it did not previously own in March 2016; partially offset by

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Liquidity and Capital Resources – (continued)

an increase in dividends paid to stockholders during 2017; and
a decrease in contributions received from noncontrolling interests during 2017.dividends paid.

IMTT

Atlantic Aviation
On September 30, 2020, Atlantic Aviation had $1,007 million of its senior secured first lien term loan facility outstanding. During the nine months ended, September 30, 2017, IMTT borrowed $271.0 million and repaid $46.0Atlantic Aviation drew down $275 million on its $350 million senior secured first lien revolving credit facility, primarily for general corporate purposes. At Septemberwhich was subsequently fully repaid on April 30, 2017, IMTT had $1.4 billion of total debt outstanding consisting of $600.0 million of senior notes, $509.0 million of tax-exempt bonds and $257.0 million drawn on its2020. On May 4, 2020, the revolving credit facility. IMTT has accessfacility commitments were reduced to $600.0$10 million, and further to $1 million on October 31, 2020, solely with respect to letters of revolving credit facilities, of which $343.0 million remained undrawn at September 30, 2017.then outstanding. Cash interest expense was $29.7$36 million and $29.5$44 million for the nine months ended September 30, 20172020 and 2016,2019, respectively. At
MIC Hawaii
On September 30, 2017, IMTT2020, MIC Hawaii had total debt outstanding of $194 million consisting of a $100 million of senior secured note borrowings and $94 million of term loans. MIC Hawaii also had a $60 million revolving credit facility that was undrawn on September 30, 2020. Cash interest expense was $6 million in each of the nine month periods ended September 30, 2020 and 2019. On September 30, 2020, MIC Hawaii was in compliance with its financial covenants.

Atlantic Aviation

At

MIC Corporate
On September 30, 2017, Atlantic Aviation2020, MIC had total debt outstanding of $476.0 million comprising $392.5 million senior secured, first lien term loan facility, $82.0 million outstanding on its senior secured, first lien revolving credit facility and a $1.5 million stand-alone debt facility used to fund construction at a certain FBO. Atlantic Aviation has access to a $350.0 million revolving credit facility, of which $268.0 million remained undrawn at September 30, 2017.

Cash interest expense was $15.4 million and $20.5 million for the nine months ended September 30, 2017 and 2016, respectively. Cash interest expense for the nine months ended September 30, 2017 is inclusive of the interest expense related to the $402.5$403 million of 2.00% Convertible Senior Notes due October 2023 outstanding. During the proceedsquarter ended September 30, 2020, MIC Corporate repaid $449 million of which were usedthe $599 million outstanding balance on its revolving credit facility using cash on hand, resulting in part to reduce the drawnan undrawn balance of Atlantic Aviation’s revolving credit facility. At September 30, 2017, Atlantic Aviation was in compliance with its financial covenants.

CP

At September 30, 2017, the CP segment had $584.4 million in term loans outstanding.$450 million. Cash interest expense was $20.6$13 million and $18.5$7 million for the nine months ended September 30, 20172020 and 2016,2019, respectively.

BEC

At On September 30, 2017, BEC had $253.5 million of an amortizing term loan facility outstanding and access to a revolving credit facility of $25.0 million that was undrawn. Cash interest expense was $7.9 million and $8.2 million for the nine months ended September 30, 2017 and 2016, respectively. At September 30, 2017, BEC2020, MIC was in compliance with its financial covenants.

Wind and Solar Facilities

At September 30, 2017, the wind and solar facilities had an aggregate $330.9 million in term loan debt outstanding. Cash interest expense was $12.7 million and $10.3 million for the nine months ended September 30, 2017 and 2016, respectively. At September 30, 2017, all of the wind and solar facilities were in compliance with their respective financial covenants.

MIC Hawaii

At September 30, 2017, MIC Hawaii had total debt outstanding of $199.6 million in term loans and senior secured note borrowings and access to a revolving credit facility of $60.0 million that was undrawn. Cash interest expense was $5.4 million and $4.9 million for the nine months ended September 30, 2017 and 2016, respectively.

Hawaii Gas

At September 30, 2017, Hawaii Gas had total debt outstanding of $180.0 million in term loan and senior secured note borrowings and access to a revolving credit facility of $60.0 million that was undrawn. Cash interest paid was $4.8 million and $4.7 million for the nine months ended September 30, 2017 and 2016, respectively. At September 30, 2017, Hawaii Gas was in compliance with its financial covenants.


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Liquidity and Capital Resources – (continued)

In February 2017, Hawaii Gas exercised the first of two one-year extensions related to its $80.0 million secured term loan facility and its $60.0 million revolving credit facility. The maturities have been extended to February 2022 and no changes were made to any other terms.

Other Businesses

At September 30, 2017, the other businesses within MIC Hawaii had $19.6 million in outstanding debt, consisting primarily of $16.9 million term loan debt related to our solar facilities. At September 30, 2017, these businesses were in compliance with their financial covenants.

MIC Corporate

At September 30, 2017, MIC had $350.0 million and $402.5 million in convertible senior notes outstanding that bear interest at 2.875% and 2.00%, respectively. At September 30, 2017, the outstanding balance on the senior secured revolving credit facility was $155.0 million resulting in an undrawn balance of $255.0 million. In October 2017, MIC repaid $10.0 million on the outstanding balance on its revolving credit facility. Cash interest expense was $8.3 million and $8.6 million for the nine months ended September 30, 2017 and 2016, respectively. Cash interest expense for the nine months ended September 30, 2017 excludes the cash interest expense related to the $402.5 million of 2.00% Convertible Senior Notes due October 2023, proceeds of which were used in part to reduce the drawn balance of Atlantic Aviation’s revolving credit facility. See Atlantic Aviation above. At September 30, 2017, MIC Corporate was in compliance with its financial covenants.

For a description of the material terms and debt covenants of MIC and its businesses,businesses' debt facilities, see Note 7,9, “Long-Term Debt”, in Part II, Item 8, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

2019.


20

Commitments and Contingencies

Except as noted above, aton September 30, 2017,2020, there were no material changes in our commitments and contingencies compared with our commitments and contingencies atthose on December 31, 2016. At2019. On September 30, 2017,2020, we did not have any material purchase obligations. For a discussion of our other future obligations, due by period, under the 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 for the fiscal year ended December 31, 2016,2019, filed with the SEC on February 21, 2017.

At25, 2020.

On September 30, 2017,2020, we did not have any material reserves for contingencies. We have other contingencies occurring in the normal course of business, including pending legal and administrative proceedings that are not reflected at this time as they are not ascertainable.

Our sources of cash to meet these obligations include:

cash generated from our operations (see “Operating Activities” in “Liquidity and Capital Resources”);
the issuance of shares or debt securities (see “Financing Activities” in “Liquidity and Capital Resources”);
refinancing of our current credit facilities aton or before maturity (noting that it may be more difficult and/or costly to obtain financing while global markets continue to be disrupted by the impacts of COVID-19 (see “Financing Activities” in “Liquidity and Capital Resources”);
cash available from our undrawn credit facilities (see “Financing Activities” in “Liquidity and Capital Resources”); and
if advantageous, sale of all or part of any of our businesses (see “Investing Activities” in “Liquidity and Capital Resources”).

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Critical Accounting Policies and Estimates

For critical accounting policies and estimates, see “Critical Accounting Policies and Estimates” in Part II, Item 7 and Note 2, “Summary of Significant Accounting Policies”, in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 20162019, and see Note 2, “Basis of Presentation”, in our Notes to Consolidated Condensed Financial Statements in Part I of this Form 10-Q for recently issued accounting standards. Our critical accounting policies and estimates have not changed materially from the description contained in our Annual Report.

Business Combinations

Our acquisitions of businesses that we control are accounted for under the purchase method of accounting. The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill. The fair values are determined by our management, taking into consideration information supplied by the management of acquired entities and other relevant information. Such information includes valuations supplied by independent appraisal experts for significant business combinations. The valuations are generally based upon future cash flow projections for the acquired assets, discounted to present value. The determination of fair values require significant judgment both by management and outside experts engaged to assist in this process.

Goodwill, Intangible Assets and Property, Plant and Equipment

Significant assets acquired in connection with our acquisition of businesses include contractual arrangements, customer relationships, non-compete agreements, trademarks, property and equipment and goodwill.

Trademarks are generally considered to be indefinite life intangibles. Trademarks and goodwill are not amortized in most circumstances although it may be appropriate to amortize some trademarks. We are required to perform annual impairment reviews (or more frequently in certain circumstances) for unamortized intangible assets.

ASU No. 2011-08,Intangibles — Goodwill and Other (Topic 350):Testing Goodwill for Impairment, permits an entity to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test, as discussed below. If an entity concludes it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it need not perform the two-step impairment test.

If an entity concludes that it is more likely than not that the fair value of reporting unit is less than its carrying amount, it needs to perform the two-step impairment test. This requires management to make judgments in determining what assumptions to use in the calculation. The first step of the process consists of estimating the fair value of each reporting unit based on a discounted cash flow model using revenue and profit forecasts and comparing those estimated fair values with the carrying values, which includes the allocated goodwill. If the estimated fair value is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of a reporting unit’s “implied fair value” of goodwill requires the allocation of the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared with its corresponding carrying value. IMTT, Atlantic Aviation, CP and the MIC Hawaii businesses are separate reporting units for purposes of this analysis. The impairment test for trademarks, which are not amortized, requires the determination of the fair value of such assets. If the fair value of the trademarks is less than their carrying value, an impairment loss is recognized in an amount equal to the difference. We cannot predict the occurrence of certain future events that might adversely affect the reported value of goodwill and/or intangible assets. Such events include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on our customer base, or material negative change in relationship with significant customers.



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Critical Accounting Policies and Estimates – (continued)

Property and equipment is initially stated at cost. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the property and equipment after consideration of historical results and anticipated results based on our current plans. Our estimated useful lives represent the period the asset remains in service assuming normal routine maintenance. We review the estimated useful lives assigned to property and equipment when our business experience suggests that they do not properly reflect the consumption of economic benefits embodied in the property and equipment nor result in the appropriate matching of cost against revenue. Factors that lead to such a conclusion may include physical observation of asset usage, examination of realized gains and losses on asset disposals and consideration of market trends such as technological obsolescence or change in market demand.

Significant intangibles, including contractual arrangements, customer relationships, non-compete agreements and technology are amortized using the straight-line method over the estimated useful lives of the intangible asset after consideration of historical results and anticipated results based on our current plans. With respect to contractual arrangements at Atlantic Aviation, the useful lives will generally match the remaining lease terms plus extensions under the business’ control.

We perform impairment reviews of property and equipment and intangibles subject to amortization when events or circumstances indicate that assets are less than their carrying amount and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. In this circumstance, the impairment charge is determined based upon the amount by which the net book value of the assets exceeds their fair market value. Any impairment is measured by comparing the fair value of the asset to its carrying value.

The “implied fair value” of reporting units and fair value of property and equipment and intangible assets is determined by our management and is generally based upon future cash flow projections for the acquired assets, discounted to present value. We use outside valuation experts when management considers it is appropriate to do so.

We test for goodwill and indefinite-lived intangible assets annually as of October 1st or when there is an indicator of impairment.


Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk, see Part II, Item 7A “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2019. Our exposure to market risk has not changed materially since February 21, 2017,25, 2020, the filing date for our Annual Report on Form 10-K.

10-K, except as follows:

reductions in target interest rates by the Federal Reserve that have lowered the cost of borrowing; and
decreases in the price of crude oil and refined petroleum products, particularly jet fuel, that have lowered the cost of products provided by each of Atlantic Aviation and Hawaii Gas; partially offset by
the increase in the volatility of equity markets; and
the impact on lower wholesale LPG prices on our commodity hedge contracts.
Interim Goodwill Review
We test for goodwill impairment at the reporting unit level on October 1st of each year and between annual tests if a triggering event indicates the possibility of an impairment. We monitor changing business conditions as well as industry and economic factors, among others, for events which could trigger the need for an interim impairment analysis. During 2020, we have experienced a sustained decline in our market capitalization largely triggered by the impact of COVID-19 on our businesses and economic activity.
We performed an interim impairment analysis based on our financial results through September 30, 2020. We used both the market and income approaches, weighting them based on their applicability to the segment. The income approach used forecasted cash flows reflecting the impact of COVID-19 to our ongoing businesses and the expected recovery therefrom in the short to medium term. The analysis concluded that fair value of our ongoing businesses exceeded their carrying value and no impairment was recorded.
During the quarter ended September 30, 2020, we determined that each of the criteria to be classified as held for sale under ASC 205-20, Presentation of Financial Statements — Discontinued Operations, had been met as it relates to the potential sale of IMTT as part of our continued pursuit of our strategic alternatives. Accordingly, during the quarter ended September 30, 2020, IMTT was classified as a discontinued operation and the assets and liabilities of this business were classified as held for sale in the consolidated condensed balance sheet. Additionally, IMTT has been eliminated as a reportable segment. All prior periods have been restated to reflect these changes.
As a result of the classification as held for sale, we were required to evaluate the IMTT disposal group for impairment. The goodwill impairment test indicated that the carrying value of IMTT was higher than its fair value. The decline in fair value was primarily due to the decrease in valuation multiples for transactions involving businesses comparable to IMTT and trading multiples for public entities engaged in the midstream energy sector. Multiples decreased during 2020 primarily due to the uncertainty associated with the impact of COVID-19 and overall weakness in the energy sector. As a result, the Company recognized an impairment of the IMTT disposal group of $750 million, which includes a goodwill impairment of $725 million reported in discontinued operations for the quarter ended September 30, 2020. For additional information, see Note 4, “Discontinued Operations and Dispositions”, in our Notes to Consolidated Condensed Financial Statements in Part I of this Form 10-Q.
Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the direction and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures (as such term is defined under Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. The purpose of disclosure controls is to ensure that information required to be disclosed in our reports filed with or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed to ensure that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2017.

2020.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (asas defined in Exchange Act Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarternine months ended September 30, 20172020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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MACQUARIE INFRASTRUCTURE CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS
($ in Thousands,Millions, Except Share Data)

  
 September 30,
2017
 December 31,
2016
September 30,
2020
December 31, 2019
 (Unaudited)(Unaudited)
ASSETS
          ASSETS
Current assets:
          Current assets:
Cash and cash equivalents $35,737  $44,767 Cash and cash equivalents$429 $260 
Restricted cash  22,809   16,420 Restricted cash14 
Accounts receivable, less allowance for doubtful accounts of $1,037 and $1,434, respectively  145,506   124,846 
Accounts receivable, net of allowance for doubtful accountsAccounts receivable, net of allowance for doubtful accounts40 66 
Inventories  35,960   31,461 Inventories17 22 
Prepaid expenses  13,799   14,561 Prepaid expenses
Fair value of derivative instruments  8,675   5,514 
Income tax receivableIncome tax receivable12 11 
Other current assets  16,742   7,099 Other current assets10 
Current assets held for sale(1)
Current assets held for sale(1)
3,400 4,172 
Total current assets  279,228   244,668 Total current assets3,930 4,551 
Property, equipment, land and leasehold improvements, net  4,611,633   4,346,536 Property, equipment, land and leasehold improvements, net859 879 
Investment in unconsolidated business  9,526   8,835 
Operating lease assets, netOperating lease assets, net319 317 
Goodwill  2,075,965   2,024,409 Goodwill616 615 
Intangible assets, net  931,433   888,971 Intangible assets, net462 488 
Fair value of derivative instruments  18,743   30,781 
Other noncurrent assets  28,835   15,053 Other noncurrent assets11 
Total assets $7,955,363  $7,559,253 Total assets$6,193 $6,861 
LIABILITIES AND STOCKHOLDERS’ EQUITY
          LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
          Current liabilities:
Due to Manager-related party $6,098  $6,594 Due to Manager-related party$$
Accounts payable  59,078   69,566 Accounts payable22 38 
Accrued expenses  101,766   83,734 Accrued expenses45 43 
Current portion of long-term debt  48,335   40,016 Current portion of long-term debt11 12 
Fair value of derivative instruments  3,992   9,297 
Operating lease liabilities - currentOperating lease liabilities - current18 18 
Other current liabilities  40,932   41,802 Other current liabilities24 23 
Current liabilities held for sale(1)
Current liabilities held for sale(1)
1,856 1,872 
Total current liabilities  260,201   251,009 Total current liabilities1,978 2,009 
Long-term debt, net of current portion  3,424,776   3,039,966 Long-term debt, net of current portion1,705 1,554 
Deferred income taxes  955,542   896,116 Deferred income taxes279 120 
Fair value of derivative instruments  5,807   5,966 
Tolling agreements – noncurrent  54,540   60,373 
Operating lease liabilities - noncurrentOperating lease liabilities - noncurrent307 303 
Other noncurrent liabilities  158,308   158,289 Other noncurrent liabilities68 64 
Total liabilities  4,859,174   4,411,719 Total liabilities4,337 4,050 
Commitments and contingencies      Commitments and contingencies



See accompanying notes to the consolidated condensed financial statements.


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MACQUARIE INFRASTRUCTURE CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS – (continued)
($ in Thousands,Millions, Except Share Data)

  
 September 30,
2017
 December 31,
2016
September 30,
2020
December 31, 2019
 (Unaudited)(Unaudited)
Stockholders’ equity(1):
          
Common stock ($0.001 par value; 500,000,000 authorized; 84,481,865 shares issued and outstanding at September 30, 2017 and 82,047,526 shares issued and outstanding at December 31, 2016) $84  $82 
Stockholders’ equity(2):
Stockholders’ equity(2):
Additional paid in capital  1,942,417   2,089,407 Additional paid in capital$1,133 $1,198 
Accumulated other comprehensive loss  (26,222  (28,960Accumulated other comprehensive loss(37)(37)
Retained earnings  994,495   892,365 Retained earnings751 1,641 
Total stockholders’ equity  2,910,774   2,952,894 Total stockholders’ equity1,847 2,802 
Noncontrolling interests  185,415   194,640 Noncontrolling interests
Total equity  3,096,189   3,147,534 Total equity1,856 2,811 
Total liabilities and equity $7,955,363  $7,559,253 Total liabilities and equity$6,193 $6,861 

(1)The Company is authorized to issue 100,000,000 shares of preferred stock, par value $0.001 per share. At September 30, 2017 and December 31, 2016, no preferred stock were issued or outstanding. The Company has 100 shares of special stock issued and outstanding to its Manager at September 30, 2017 and December 31, 2016.



___________
(1)See Note 4, “Discontinued Operations and Dispositions”, for discussions on assets and liabilities held for sale.
(2)The Company is authorized to issue the following classes of stock: (i) 500,000,000 shares of common stock, par value $0.001 per share. On September 30, 2020 and December 31, 2019, the Company had 87,134,627 shares and 86,600,302 shares of common stock issued and outstanding, respectively; (ii) 100,000,000 shares of preferred stock, par value $0.001 per share authorized. On September 30, 2020 and December 31, 2019, 0 preferred stocks were issued or outstanding; and (iii) 100 shares of special stock, par value $0.001 per share, issued and outstanding to its Manager on September 30, 2020 and December 31, 2019.
See accompanying notes to the consolidated condensed financial statements.


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MACQUARIE INFRASTRUCTURE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
($ in Thousands,Millions, Except Share and Per Share Data)

    
 Quarter Ended September 30, Nine Months Ended September 30,Quarter Ended
September 30,
Nine Months Ended September 30,
 2017 2016 2017 20162020201920202019
Revenue
                    Revenue
Service revenue $358,220  $323,975  $1,067,069  $942,437 Service revenue$163 $229 $491 $722 
Product revenue  94,841   96,549   276,439   272,053 Product revenue39 58 136 183 
Total revenue  453,061   420,524   1,343,508   1,214,490 Total revenue202 287 627 905 
Costs and expenses
                    Costs and expenses
Cost of services  153,218   134,512   455,038   371,832 Cost of services54 104 178 335 
Cost of product sales  35,669   39,845   123,143   107,923 Cost of product sales25 43 85 128 
Selling, general and administrative  84,898   77,468   244,817   222,182 Selling, general and administrative69 72 229 219 
Fees to Manager – related party  17,954   18,382   54,610   49,570 
Fees to Manager-related partyFees to Manager-related party16 23 
Depreciation  58,009   59,242   172,753   172,125 Depreciation20 20 59 58 
Amortization of intangibles  17,329   15,417   50,920   49,917 Amortization of intangibles11 29 33 
Total operating expenses  367,077   344,866   1,101,281   973,549 Total operating expenses181 258 596 796 
Operating income  85,984   75,658   242,227   240,941 Operating income21 29 31 109 
Other income (expense)
                    Other income (expense)
Interest income  54   27   129   85 Interest income
Interest expense(1)  (29,291  (20,871  (90,129  (117,268
Interest expense(1)
(19)(25)(69)(85)
Other income, net  4,973   16,689   7,893   20,389 
Net income before income taxes  61,720   71,503   160,120   144,147 
Other (expense) income, netOther (expense) income, net(1)(1)
Net income (loss) from continuing operations before income taxesNet income (loss) from continuing operations before income taxes(39)31 
Provision for income taxes  (25,547  (29,022  (65,284  (60,409Provision for income taxes(159)(3)(151)(11)
Net income $36,173  $42,481  $94,836  $83,738 
Less: net (loss) income attributable to noncontrolling interests  (3,922  455   (7,294  165 
Net income attributable to MIC $40,095  $42,026  $102,130  $83,573 
Basic income per share attributable to MIC $0.48  $0.52  $1.23  $1.04 
Weighted average number of shares
outstanding: basic
  83,644,806   81,220,841   82,743,285   80,570,192 
Diluted income per share attributable to MIC $0.48  $0.51  $1.23  $1.03 
Weighted average number of shares
outstanding: diluted
  87,916,538   85,750,096   82,752,800   81,313,767 
Cash dividends declared per share $1.42  $1.29  $4.12  $3.74 
Net (loss) income from continuing operationsNet (loss) income from continuing operations(158)(190)20 
Discontinued Operations(2)
Discontinued Operations(2)
Net (loss) income from discontinued operations before income taxesNet (loss) income from discontinued operations before income taxes(731)95 (684)173 
Provision for income taxesProvision for income taxes(4)(36)(16)(54)
Net (loss) income from discontinued operationsNet (loss) income from discontinued operations(735)59 (700)119 
Net (loss) incomeNet (loss) income(893)61 (890)139 
Net (loss) income from continuing operationsNet (loss) income from continuing operations(158)(190)20 
Net (loss) income from continuing operations attributable to MICNet (loss) income from continuing operations attributable to MIC(158)(190)20 
Net (loss) income from discontinued operationsNet (loss) income from discontinued operations(735)59 (700)119 
Less: net loss attributable to noncontrolling interestsLess: net loss attributable to noncontrolling interests(3)
Net (loss) income from discontinued operations attributable to MICNet (loss) income from discontinued operations attributable to MIC(735)59 (700)122 
Net (loss) income attributable to MICNet (loss) income attributable to MIC$(893)$61 $(890)$142 

(1)Interest expense includes losses on derivative instruments of $162,000 and $6.9 million for the quarter and nine months ended September 30, 2017, respectively. For the quarter and nine months ended September 30, 2016, interest expense includes gains on derivative instruments of $3.7 million and losses on derivative instruments of $43.0 million, respectively.



See accompanying notes to the consolidated condensed financial statements.


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MACQUARIE INFRASTRUCTURE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
OPERATIONS – (continued)
(Unaudited)
($ in Thousands)

Millions, Except Share and Per Share Data)
    
 Quarter Ended September 30, Nine Months Ended September 30,
   2017 2016 2017 2016
Net income $36,173  $42,481  $94,836  $83,738 
Other comprehensive income, net of taxes:
                    
Translation adjustment(1)(2)  1,641   14   2,738   3,575 
Other comprehensive income  1,641   14   2,738   3,575 
Comprehensive income $37,814  $42,495  $97,574  $87,313 
Less: comprehensive (loss) income attributable to noncontrolling interests(2)  (3,922  455   (7,294  1,599 
Comprehensive income attributable to MIC $41,736  $42,040  $104,868  $85,714 
Quarter Ended
September 30,
Nine Months Ended September 30,
2020201920202019
Basic (loss) income per share from continuing operations
attributable to MIC
$(1.82)$0.03 $(2.19)$0.24 
Basic (loss) income per share from discontinued operations
attributable to MIC
(8.44)0.68 (8.05)1.42 
Basic (loss) income per share attributable to MIC$(10.26)$0.71 $(10.24)$1.66 
Weighted average number of shares outstanding: basic87,030,751 86,276,237 86,864,951 86,075,394 
Diluted (loss) income per share from continuing operations
attributable to MIC
$(1.82)$0.03 $(2.19)$0.24 
Diluted (loss) income per share from discontinued operations
attributable to MIC
(8.44)0.68 (8.05)1.42 
Diluted (loss) income per share attributable to MIC$(10.26)$0.71 $(10.24)$1.66 
Weighted average number of shares outstanding: diluted87,030,751 86,303,694 86,864,951 86,101,022 
Cash dividends declared per share$$1.00 $$3.00 

(1)Translation adjustment is presented net of tax expense of $1.1 million and $1.9 million for the quarter and nine months ended September 30, 2017, respectively. For the quarter and nine months ended September 30, 2016, translation adjustment is presented net of tax expense of $9,000 and $1.5 million, respectively.
(2)On March 31, 2016, IMTT acquired the remaining 33.3% interest in its Quebec terminal that it did not previously own. As part of this transaction, the translation adjustment of $4.6 million, net of taxes, was reclassified from noncontrolling interests to accumulated other comprehensive loss. See Note 8, “Stockholders’ Equity”, for disclosures on accumulated other comprehensive loss.



___________
(1)Interest expense includes non-cash losses on derivative instruments of an insignificant amount for the quarter ended September 30, 2020 and $4 million for the nine months ended September 30, 2020, compared with non-cash losses of $1 million and $8 million for the quarter and nine months ended September 30, 2019, respectively.
(2)See Note 4, “Discontinued Operations and Dispositions”, for discussions on businesses classified as held for sale.
See accompanying notes to the consolidated condensed financial statements.


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MACQUARIE INFRASTRUCTURE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
COMPREHENSIVE (LOSS) INCOME
(Unaudited)
($ in Thousands)

Millions)
  
 Nine Months Ended September 30,
   2017 2016
Operating activities
          
Net income $94,836  $83,738 
Adjustments to reconcile net income to net cash provided by operating activities:
          
Depreciation and amortization of property and equipment  172,753   172,125 
Amortization of intangible assets  50,920   49,917 
Amortization of debt financing costs  6,464   7,536 
Amortization of debt discount  2,377    
Adjustments to derivative instruments  3,414   20,022 
Fees to Manager- related party  54,610   49,570 
Deferred taxes  56,791   55,126 
Pension expense  6,481   6,512 
Other non-cash income, net  (2,651  (2,255
Changes in other assets and liabilities, net of acquisitions:
          
Restricted cash  (691  727 
Accounts receivable  (18,938  (10,094
Inventories  (4,563  (1,047
Prepaid expenses and other current assets  (7,040  5,967 
Due to Manager-related party  (178  21 
Accounts payable and accrued expenses  (4,444  (3,365
Income taxes payable  (1,223  3,848 
Other, net  (11,249  (1,360
Net cash provided by operating activities  397,669   436,988 
Investing activities
          
Acquisitions of businesses and investments, net of cash acquired  (208,377  (38,989
Purchases of property and equipment  (234,833  (198,151
Proceeds from insurance claim     10,002 
Loan to project developer  (18,675   
Loan repayment from project developer  6,604    
Change in restricted cash  (6,154   
Other, net  178   861 
Net cash used in investing activities  (461,257  (226,277



Quarter Ended
September 30,
Nine Months Ended September 30,
2020201920202019
Net (loss) income$(893)$61 $(890)$139 
Other comprehensive income (loss), net of taxes:
Translation adjustment (1)
(1)
Other comprehensive income (loss)(1)
Comprehensive (loss) income(892)60 (890)140 
Less: comprehensive loss attributable to noncontrolling interests(3)
Comprehensive (loss) income attributable to MIC$(892)$60 $(890)$143 
___________
(1)Tax expense related to the translation adjustment for the quarter and nine months ended September 30, 2020 and the quarter ended September 30, 2019 were insignificant. For the nine months ended September 30, 2019, tax expense related to the translation adjustment was $1 million. See Note 10, "Stockholders' Equity", for further discussions.
See accompanying notes to the consolidated condensed financial statements.


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MACQUARIE INFRASTRUCTURE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS – (continued)
STOCKHOLDERS’ EQUITY
(Unaudited)
($ in Thousands)

Millions, Except Share Data)
  
 Nine Months Ended
September 30,
   2017 2016
Financing activities
          
Proceeds from long-term debt $585,500  $370,000 
Payment of long-term debt  (200,722  (295,950
Proceeds from the issuance of shares  5,699   7,651 
Dividends paid to common stockholders  (332,867  (290,527
Contributions received from noncontrolling interests  102   15,431 
Purchase of noncontrolling interest     (9,909
Distributions paid to noncontrolling interests  (2,962  (3,682
Offering and equity raise costs paid  (355  (678
Debt financing costs paid  (447  (1,784
Change in restricted cash  527   5,379 
Payment of capital lease obligations  (366  (1,151
Net cash provided by (used in) financing activities  54,109   (205,220
Effect of exchange rate changes on cash and cash equivalents  449   494 
Net change in cash and cash equivalents  (9,030  5,985 
Cash and cash equivalents, beginning of period  44,767   22,394 
Cash and cash equivalents, end of period $35,737  $28,379 
Supplemental disclosures of cash flow information
          
Non-cash investing and financing activities:
          
Accrued equity offering costs $97  $90 
Accrued financing costs $21  $548 
Accrued purchases of property and equipment $33,184  $31,728 
Issuance of shares to Manager $54,927  $116,373 
Issuance of shares to independent directors $681  $750 
Issuance of shares for acquisition of business $125,000  $ 
Conversion of convertible senior notes to shares $17  $4 
Distributions payable to noncontrolling interests $32  $10 
Taxes paid, net $9,810  $1,426 
Interest paid $82,108  $81,998 
In SharesAdditional
Paid In
Capital
Accumulated
Other
Comprehensive
Loss
Retained
Earnings
Total
Stockholders’
Equity
Noncontrolling
Interests
Total
Equity
Special
Stock
Common
Stock(1)
Balance on June 30, 2020100 86,969,144 $1,127 $(38)$1,644 $2,733 $$2,742 
Issuance of shares to Manager— 162,067 — — — 
Stock vested under compensation plans(2)
— 4,602 — — — — — 
Stock withheld for taxes on vested stock(2)
— (1,186)— — — — — 
Stock-based compensation expense— — — — — 
Comprehensive income (loss), net of taxes— — — (893)(892)— (892)
Balance on September 30, 2020100 87,134,627 $1,133 $(37)$751 $1,847 $$1,856 
Balance on December 31, 2019100 86,600,302 $1,198 $(37)$1,641 $2,802 $$2,811 
Issuance of shares to Manager— 508,720 17 — — 17 — 17 
Stock vested under compensation plans(2)
— 27,092 — — — — — 
Stock withheld for taxes on vested stock(2)
— (1,487)— — — — — 
Stock-based compensation expense— — — — — 
Dividends to common stockholders(3)
— — (87)— — (87)— (87)
Comprehensive loss, net of taxes— — — (890)(890)— (890)
Balance on September 30, 2020100 87,134,627 $1,133 $(37)$751 $1,847 $$1,856 
Balance on June 30, 2019100 86,195,946 $1,354 $(28)$1,566 $2,892 $146 $3,038 
Issuance of shares to Manager— 198,770 — — — 
Dividends to common stockholders(3)
— — (86)— — (86)— (86)
Deconsolidation of noncontrolling interest— — — — — — (137)(137)
Comprehensive (loss) income, net of taxes— — — (1)61 60 60 
Balance on September 30, 2019100 86,394,716 $1,276 $(29)$1,627 $2,874 $$2,883 
Balance on December 31, 2018100 85,800,303 $1,510 $(30)$1,485 $2,965 $152 $3,117 
Issuance of shares to Manager— 570,767 23 — — 23 — 23 
Stock vested under compensation plans(2)
— 23,646 — — — 
Dividends to common stockholders(3)
— — (258)— — (258)— (258)
Distributions to noncontrolling interests— — — — — — (3)(3)
Deconsolidation of noncontrolling interest— — — — — — (137)(137)
Comprehensive income (loss), net of taxes— — — 142 143 (3)140 
Balance on September 30, 2019100 86,394,716 $1,276 $(29)$1,627 $2,874 $$2,883 



___________
(1)The Company is authorized to issue 500,000,000 shares of common stock with a par value $0.001 per share.
(2)Stocks vested and issued under the 2016 Omnibus Employee Incentive Plan and 2014 Independent Directors' Equity Plan. Under the 2016 Omnibus Employee Incentive Plan, shares are withheld for the employee portion of taxes on vested awards and are available for future grants.
(3)See Note 13, “Related Party Transactions”, for cash dividends paid on shares for each period.


See accompanying notes to the consolidated condensed financial statements.


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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
($ in Millions)
Nine Months Ended September 30,
20202019
Operating activities
Net (loss) income from continuing operations$(190)$20 
Adjustments to reconcile net (loss) income to net cash provided by operating activities
from continuing operations:
Depreciation and amortization of property and equipment59 58 
Amortization of intangible assets29 33 
Amortization of debt discount and financing costs
Adjustments to derivative instruments21 
Fees to Manager-related party16 23 
Deferred taxes149 17 
Other non-cash expense, net10 
Changes in other assets and liabilities, net of acquisitions:
Accounts receivable25 
Inventories
Prepaid expenses and other current assets(1)(6)
Accounts payable and accrued expenses(9)(7)
Income taxes payable45 
Other, net12 (2)
Net cash provided by operating activities from continuing operations114 220 
Investing activities
Acquisitions of businesses and investments, net of cash, cash equivalents and
restricted cash acquired
(13)
Purchases of property and equipment(40)(61)
Loan to project developer(1)
Loan repayment from project developer16 
Net cash used in investing activities from continuing operations(53)(46)
Financing activities
Proceeds from long-term debt874 
Payment of long-term debt(733)(358)
Dividends paid to common stockholders(87)(258)
Debt financing costs paid(1)
Net cash provided by (used in) financing activities from continuing operations54 (617)
Net change in cash, cash equivalents and restricted cash from continuing operations115 (443)
See accompanying notes to the consolidated condensed financial statements.
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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS – (continued)
(Unaudited)
($ in Millions)
Nine Months Ended September 30,
20202019
Cash flows provided by (used in) discontinued operations:
Net cash provided by operating activities$168 $139 
Net cash (used in) provided by investing activities(150)125 
Net cash provided by financing activities24 
Net cash provided by discontinued operations18 288 
Net change in cash, cash equivalents and restricted cash133 (155)
Cash, cash equivalents and restricted cash, beginning of period358 629 
Cash, cash equivalents and restricted cash, end of period$491 $474 
Supplemental disclosures of cash flow information:
Non-cash investing and financing activities:
Accrued purchases of property and equipment from continuing operations$$
Accrued purchases of property and equipment from discontinued operations12 11 
Leased assets obtained in exchange for new operating lease liabilities from
continuing operations
13 
Leased assets obtained in exchange for new operating lease liabilities from
discontinued operations
Taxes paid, net, from continuing operations
Taxes paid, net, from discontinued operations
Interest paid, net, from continuing operations55 71 
Interest paid, net, from discontinued operations24 32 
The following table provides a reconciliation of cash, cash equivalents and restricted cash from both continuing and discontinued operations reported within the consolidated condensed balance sheets that is presented in the consolidated condensed statements of cash flows:
As of September 30,
20202019
Cash and cash equivalents$429 $356 
Restricted cash14 
Cash, cash equivalents and restricted cash included in assets held for sale(1)
48 117 
Total of cash, cash equivalents and restricted cash shown in the consolidated
condensed statement of cash flows
$491 $474 
___________
(1)Represents cash, cash equivalents and restricted cash related to businesses classified as held for sale. See Note 4, “Discontinued Operations and Dispositions”, for further discussion.
See accompanying notes to the consolidated condensed financial statements.
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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)


1. Organization and Description of Business

Macquarie Infrastructure Corporation (MIC) is a Delaware corporation formed on May 21, 2015. MIC’s predecessor, Macquarie Infrastructure Company LLC, was formed on April 13, 2004. Macquarie Infrastructure Corporation, both on an individual entity basis and together with its consolidated subsidiaries, is referred to in these financial statements as the “Company” or “MIC”.

MIC is externally managed by Macquarie Infrastructure Management (USA) Inc. (the Manager), pursuant to the terms of a Management Services Agreement, that is subject to the oversight and supervision of the BoardBoard. Six of Directors. The majority of the eight members of the Board, and all members of Directorseach of the Company's Audit, Compensation, and Nominating and Governance Committees, are independent and have no affiliation with Macquarie. The Manager is a member of the Macquarie Group of companies comprising the Macquarie Group Limited and its subsidiaries and affiliates worldwide. Macquarie Group Limited is headquartered in Australia and is listed on the Australian StockSecurities Exchange.

The Company owns its businesses through its direct wholly-owned subsidiary MIC Ohana Corporation, the successor to Macquarie Infrastructure Company Inc. The Company owns and operates a diversified portfolio of infrastructure and infrastructure-like businesses that provide services to other businesses,corporations, government agencies, and individualsindividual customers primarily in the U.S.United States (U.S.). The Company's ongoing businesses it owns and operates are organized into four3 segments:

International-Matex Tank Terminals (IMTT):  a terminalling business providing bulk liquid storage, handling and other services to third parties at seventeen terminals in the U.S. and two in Canada;
Atlantic Aviation:  a provider of fuel, terminal, aircraft hangaring and other services primarily to owners and operators of general aviation (GA) jet aircraft at 70 airports throughout the U.S.;
Contracted Power (CP):  comprising a gas-fired facility and controlling interests in wind and solar facilities in the U.S.; and
MIC Hawaii:  comprising an energy company that processes and distributes gas and provides related services (Hawaii Gas), and several smaller businesses collectively engaged in efforts to reduce the cost and improve the reliability and sustainability of energy, all based in Hawaii.

Atlantic Aviation:  a provider of jet fuel, terminal, aircraft hangaring, and other services primarily to operators of general aviation (GA) jet aircraft at 70 airports throughout the U.S.;
MIC Hawaii:  comprising a company that processes and distributes gas and provides related services (Hawaii Gas) and several smaller businesses collectively engaged in efforts to reduce the cost and improve the reliability and sustainability of energy in Hawaii; and
Corporate and Other:  comprising MIC Corporate (holding company headquarters in New York City) and a shared services center in Plano, Texas.
During the quarter ended September 30, 2020, IMTT was classified as a discontinued operation and eliminated as a reportable segment. Any contribution from IMTT to the Company's consolidated results for the quarter and year to date periods ending September 30, 2020 are reflected in Discontinued Operations. All prior periods have been adjusted to reflect the treatment of IMTT as a discontinued operation. On November 8, 2020, the Company entered into an agreement pursuant to which it will sell its IMTT business. For additional information, see Note 4, “Discontinued Operations and Dispositions”.
Effective October 1, 2018, the Bayonne Energy Center (BEC) and substantially all of the Company’s portfolio of solar and wind power generation businesses were classified as discontinued operations and the Company’s Contracted Power segment was eliminated. All periods reflect this change. In July 2019, the Company completed the sales of its wind power generating portfolio and all but one of the assets in its solar power generating portfolio. The sale of the remaining solar facility closed during September 2019. On January 1, 2019, the Company also classified its majority interest in a renewable power development business as a discontinued operation, the sale of which closed in July 2019. A remaining relationship with a third-party developer of renewable power facilities has been reported as a component of Corporate and Other through the expiration of the relationship in July 2019. For additional information, see Note 4, “Discontinued Operations and Dispositions”.
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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

2. Basis of Presentation

The unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles generally accepted(GAAP) in the United States (GAAP)U.S. and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP 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.

The consolidated balance sheet aton December 31, 20162019 has been derived from audited financial statements but does not include all of the information and notes required by GAAP for complete financial statements. Certain reclassifications were made to the consolidated financial statements for the prior period to conform to current period presentation.

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, 20162019 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 21, 2017.25, 2020. Operating results for the quarter and nine months ended September 30, 20172020 are not necessarily indicative of the results that may be expected for the year ending December 31, 20172020 or for any future interim periods.


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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

2. Basis of Presentation  – (continued)

Use of Estimates

The preparation of unaudited consolidated condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures related thereto at the date of the unaudited consolidated condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates these estimates and assumptions on an ongoing basis.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited interim consolidated condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Financial Instruments
The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and variable-rate senior debt, are carried at cost, which approximates their fair value because of either the short-term maturity or competitive interest rates assigned to these financial instruments. The fair values of the Company’s other debt instruments fall within level 1 or level 2 of the fair value hierarchy.
On December 31, 2019, the Company had $40 million of commercial paper included in cash and cash equivalents. Commercial paper consists of maturities of three months or less and are issued by counterparties with Standard & Poor's rating of A1+ or higher. The Company did 0t have any commercial paper on September 30, 2020.
Income Taxes
The Company files a consolidated federal income tax return that includes the financial results of its ongoing businesses, Atlantic Aviation and MIC Hawaii, and its discontinued operations, IMTT, through the date of sale. Pursuant to a tax sharing agreement, these businesses pay MIC an amount equal to the federal income tax each would pay on a standalone basis as if they were not part of the consolidated federal income tax return. In addition, the businesses file income tax returns and may pay taxes in the state and local jurisdictions in which they operate. In calculating its state income tax provision, the Company has provided a valuation allowance for certain state income tax net operating loss (NOL) carryforwards, the use of which is uncertain.
During the quarter ended September 30, 2020, the Company increased its deferred tax liability by $158 million as it became probable that IMTT would be sold in a taxable transaction. The increase represents the deferred tax expense on the difference between the Company's book and tax basis in its investment in IMTT and is recorded in the consolidated condensed statement of operations from continuing operations. See Note 4, “Discontinued Operations and Dispositions”, for further discussion.
If the IMTT sale is not concluded before December 31, 2020, the Company expects to incur a federal taxable loss for the year ended December 31, 2020. Under the U.S. Coronavirus Aid, Relief and Economic Security (CARES) Act, any NOL generated in 2020 may be carried back five years.
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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
2. Basis of Presentation (continued)

Recently Issued Accounting Standards

On January 26, 2017,

In August 2020, the FASB issued ASU No. 2017-04,Intangibles — Goodwill2020-06, Debt - Debt with Conversion and Other (Topic 350): SimplifyingOptions (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). The amendments in this ASU impact the Testaccounting for Goodwill Impairment, whichconvertible instruments by reducing the number of accounting models used to account for these instruments and amending diluted earnings per share calculations. It also simplifies the measurement of goodwill subsequentrequirements for contracts indexed to a business combination, and no longer requirespotentially settled in an entity to perform a hypothetical purchase price allocation when computing implied fair value to measure goodwill impairment. Instead, impairment will be assessed by quantifying the difference between the fair value of a reporting unit and its carrying amount. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, on condition that the charge doesn’t exceed the total amount of goodwill allocated to that reporting unit.entity's own equity. The guidanceamendments in the ASU isthis update are effective for fiscal years and interim periods within those fiscal years, beginningending after December 15, 2019 for public issuers and shall be applied prospectively.2021. Early adoption is permitted. The Company will evaluate this ASU prospectively as partis currently evaluating the impact of adoption on its goodwill impairment testing when it adopts the provisions of this ASU.

On January 5, 2017,financial statements and related disclosures.

In March 2020, the FASB issued ASU No. 2017-01,Business Combinations2020-04, Reference Rate Reform (Topic 805)848): Clarifying the DefinitionFacilitation of a BusinessEffects of Reference Rate Reform on Financial Reporting, which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London interbank offered rate (LIBOR) or another reference rate expected to be discontinued as a restrictive framework for determining whether business transactions should be accounted for as acquisitions (or disposals)result of assetsreference rate reform. These amendments are not applicable to contract modifications made and hedging relationships entered into or businesses. Determining whether a Company acquires a set of assets or a business will impact the initial measurement, the accounting treatment of direct acquisition related costs, contingent considerations and the bargain purchase price. The guidance in theevaluated after December 31, 2022. ASU No. 2020-04 is effective for fiscal years,as of March 12, 2020, through December 31, 2022, and interim periods within those fiscal years, beginning after December 15, 2017 for public issuers and shallmay be applied prospectively. Early adoptionto contract modifications and hedging relationships from the beginning of an interim period that includes or is permitted. subsequent to March 12, 2020. The Company will evaluate this ASU prospectivelyis currently evaluating the impact of adoption on asset acquisitionsits financial statements and business combinations when it adopts the provisions of this ASU.

On November 17, 2016,related disclosures.

In August 2018, the FASB issued ASU No. 2016-18,Statement of Cash Flows (Topic 230)2018-14, Compensation — Retirement Benefits — Defined Benefit Plans — General (Subtopic 715-20): Restricted Cash, which requires companies to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. This reconciliation can be presented either on the face of the statement of cash flows or in the notesDisclosure Framework — Changes to the financial statements.Disclosure Requirements for Defined Benefit Plans. The guidance will be applied retrospectively and isamendments in ASU 2018-14 update disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments in this update are effective for public business entities for fiscal years beginningending after December 15, 2017, and interim periods within those years.2020. Early adoption is permitted. The Company will include appropriate disclosures related to restricted cashdefined benefit plans in accordance with the standard when it adopts the provisions of this ASU.

On February 25, 2016,

In August 2018, the FASB issued ASU No. 2016-02,Leases2018-13, Fair Value Measurement (Topic 842), which requires a lessee820): Disclosure Framework — Changes to recognize assetsthe Disclosure Requirements for Fair Value Measurement. The amendments in ASU 2018-13 update the disclosure requirements on fair value measurements, including the consideration of costs and liabilitiesbenefits. The disclosure modifications focused on Level 3 fair value measurements, and also eliminate the minimum disclosure requirements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for leases with lease termsonly the most recent interim or annual period presented in the initial fiscal year of more than 12 months.adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The recognition, measurementCompany adopted this ASU effective January 1, 2020 and presentationhad no impact to the consolidated condensed financial statements.
3. Impact of expensesCOVID-19
Impact to MIC Businesses
In light of the ongoing impacts of the pandemic on the Company, the reduced level of economic activity and cash flows arisinguncertainty around the timing of any recovery from a leasethe impact of the pandemic, the Company withdrew its financial guidance it had provided to the market on February 25, 2020. COVID-19 continues to negatively affect the performance of the Company's operations. Limitations on travel have reduced demand for the products and services provided by a lessee primarilyAtlantic Aviation and MIC Hawaii businesses. While GA flight activity recovered significantly in the third quarter of 2020 from the low levels recorded in late March 2020 and April 2020, the near absence of tourism in Hawaii throughout the period continued to limit gas sales. In general, the travel and tourism industries, and the businesses reliant on them, have continued to be negatively affected during the pandemic.
The Federal Aviation Administration reported that U.S. domestic GA flight activity in the third quarter of 2020 increased versus June 2020 to approximately 86% of the levels achieved in the prior comparable period. Continued stability or further increases in flight activity levels will depend on its classificationupon the duration of the pandemic, any governmental response including renewed travel restrictions and the state of the U.S. and global economies, as a finance or operating lease. However, unlike current GAAP,well as increases in business, international, and event-driven activity, all of which requires only capital leases to be recognized on the balance sheet, ASU 2016-02 will require all leases with an initial term greater than one year to be recognized on the balance sheet as a right-of-use asset and a lease liability.

are uncertain.


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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

2. Basis

3. Impact of PresentationCOVID-19 – (continued)


Visitor arrivals to Hawaii declined by 94% in the third quarter of 2020 versus the prior comparable period, driven largely by a 14-day quarantine requirement. The decline in visitors has resulted in a significant reduction in hotel occupancy, demand for services provided by restaurants and commercial laundries, and a reduced the amount of gas sold by Hawaii Gas by approximately 37%.
Despite these challenges, each of Atlantic Aviation and MIC Hawaii has benefited from the generation of stable resilient revenue from tenants leasing hangars in the case of Atlantic Aviation and primarily residential consumption of gas in the case of MIC Hawaii.
Impact to Liquidity and Balance Sheet
In light of the disruption in the global markets and the unpredictability of the sustained impact to its businesses caused by COVID-19, during March 2020 and April 2020, the Company also serves astook certain measures to preserve financial flexibility and increased the strength of its balance sheet and its liquidity position.
In March 2020, the Company suspended its cash dividend and drew down a lessor primarily through operating leases.total of $874 million on revolving credit facilities including $599 million on its MIC holding company level revolving credit facility and $275 million on the Atlantic Aviation revolving credit facility. The accounting for lessors is not expected to fundamentally change except for changes to conform and align existing guidanceproceeds were additive to the lessee guidanceapproximately $300 million of cash on hand in mid-March 2020. During the quarter ended September 30, 2020, the Company repaid $449 million of the drawn balance on its holding company revolving credit facility. The remaining cash drawn of $150 million remains on its balance sheet and, assuming the Company maintains existing levels of performance of its businesses, the Company does not foresee using that cash. On September 30, 2020, there has been no material deterioration in accounts receivable at any of the operating businesses. If the economic impact of the pandemic is protracted, collection times and the value of uncollectible accounts could increase.
On April 30, 2020, Atlantic Aviation fully repaid the outstanding balance on its revolving credit facility. Effective May 4, 2020, the revolving credit facility commitments were reduced to $10 million, and further to $1 million on October 31, 2020, solely with respect to letters of credit then outstanding. In connection with the repayment of the revolving credit facility and reduction in commitments, Atlantic Aviation and its lenders amended the credit agreement to remove the covenant requiring the Company to maintain a ratio of net debt/EBITDA at or below 5.5x over a trailing twelve-month period. Such financial covenant will not be applicable so long as letters of credit issued under ASU 2016-02, as well asthe credit facility are cash collateralized and rolled over to stand-alone letter of credit facilities upon renewal.
With the steps taken to strengthen its financial position summarized above, the Company has no immediate need for additional capital. Subsequent to the new revenue recognition guidancerepayment and reduction in ASU 2014-09. ASU 2016-02 is effective for fiscal years,commitments related to the Atlantic Aviation revolving credit facility and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is allowed. The standard is to be applied using a modified retrospective approach. Theportion of the drawn balance on its holding company revolving credit facility, the Company has begun evaluating$939 million of liquidity available comprised of cash on hand and planning forundrawn balances on its revolving credit facilities. Over the adoptionnext twelve months, the Company currently expects to fund its operations, service and/or repay its debt, make state tax payments, fund essential maintenance capital expenditures, and implementationdeploy growth capital using cash generated from the operations of ASU 2016-02, including assessingits ongoing businesses and the overall impact. ASU 2016-02 will have$429 million of cash on hand on September 30, 2020.
On September 30, 2020, each of the operating businesses and MIC Corporate were in compliance with their financial covenants in accordance with their debt agreements.
Impact to Long-Lived Assets
Due to the potential impact and uncertainty of COVID-19 on the Company's operations, the Company performed a material impacttriggering event analysis on its property, equipment, land and leasehold improvements and intangible assets at a reportable segment level during each of the quarters ended September 30, 2020, June 30, 2020 and March 31, 2020. Based on the Company’s consolidated balance sheets; however,interim assessment as of September 30, 2020, the full impact to the overall financial statements has not yet been determined. The impactCompany determined that there were no triggering events that required an interim impairment analysis of its property, equipment, land and leasehold improvements and intangible assets.
See Note 7, "Intangible Assets and Goodwill", for discussions on the Company’s results of operations is being evaluated.

In May 2014, the FASB issued ASU 2014-09,Revenue from Contracts with Customers (Topic 606). The new guidance sets forth a five-step revenue recognition model which replaces the current revenue recognition guidance inCompany's interim impairment analysis on its entiretycontinuing businesses and is intended to eliminate numerous industry-specific pieces of revenue recognition guidanceNote 4, "Discontinued Operations and requires more detailed disclosures. To further assist with adoption and implementation of ASU 2014-09, the FASB issued the following ASUs:

ASU 2015-14 (Issued August 2015) — Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date;
ASU 2016-08 (Issued March 2016) — Principal versus Agent Consideration (Reporting Revenue Gross versus Net);
ASU 2016-10 (Issued April 2016) — Identifying Performance Obligations and Licensing;
ASU 2016-12 (Issued May 2016) — Narrow-Scope Improvements and Practical Expedients; and
ASU 2016-20 (Issued December 2016) — Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.

The new standard is effectiveDispositions", for the Company on January 1, 2018.

There are two adoption methods available for implementation of the standard related to the recognition of revenue from contracts with customers. Under one method, the new guidance is applied retrospectively to contracts for each reporting period presented, subject to allowable practical expedients. Under the other method, referred to as the modified retrospective method, the new guidance is applied only to the most current period presented, recognizing the cumulative effect of the change to prior period amounts as an adjustment to the beginning balance of retained earnings, and also requires additional disclosures comparing the results to the previous guidance. The Company will adopt this standard using the modified retrospective method and is currently evaluating the impact that this standard will havediscussion on the Company’s consolidated financial statements, and the changes to its systems, processes and internal controls to meet the reporting and disclosure requirements.

The Company believes key changes in the standard that impact the Company’s revenue recognition relate to the allocation of contract revenue between various services and equipment, and the timing of when those revenues are recognized. The Company is still in the process of evaluating the magnitude of these impacts and other areas of the standard and the effect on the Company’s financial statements and related disclosures. In addition, the Company currently includes sales, excise and value-added taxes related to sales transactions within revenue on the consolidated statements of operations. Upon adoption of ASU 2014-09, the Company will exclude sales-based taxes collected on behalf of third parties from service and product revenue and include these amounts in cost of services and product sales. The result will be a reclassification on the consolidated statements of operations.

ASU 2014-09 also introduces new qualitative and quantitative disclosure requirements about contracts with customers including revenue and impairments recognized, disaggregation of revenue and information

impairment recorded at IMTT.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

2. Basis of Presentation  – (continued)

about contract balance

4. Discontinued Operations and performance obligations. Information is required about significant judgments and changes in judgments in determining the timing of satisfaction of performance obligations. Dispositions
The Company is in process of evaluating what additional information will be disclosed, but expects the overall level of disclosures related to revenue recognition to increase.

The Company continues to evaluate its individual contracts by identifying the performance obligations included within its revenue arrangements with customers and is also evaluating its method of estimating the amount and timing of variable consideration. In addition, the Company awaits the final resolution of certain industry-specific implementation issues in order to determine the impact, if any, this standards update willaccounts for disposals that represent a strategic shift that should have on its consolidated financial statements. While the impact remains subject to continued review, the Company does not believe the adoption of this ASUor will have a material impactmajor effect on operations as discontinued operations in the consolidated condensed statement of operations for current and prior periods commencing in the period in which the business or group of businesses meets the criteria of a discontinued operation. These results include any gain or loss recognized on disposal or adjustment of the carrying amount to fair value less cost to sell.

IMTT
On November 8, 2020, the Company entered into an agreement pursuant to which it will sell its IMTT business to an entity affiliated with Riverstone Holdings LLC (Riverstone) for approximately $2.685 billion. Consideration will include the assumption of IMTT’s approximately $1.1 billion of debt outstanding and cash. The transaction is expected to close in late 2020 or early in 2021, subject to satisfaction of all conditions precedent set forth in the purchase agreement including, among others, receipt of regulatory approvals, accuracy of representations and warranties and receipt of certain consents and waivers.
IMTT provides bulk liquid storage, handling, and other services in North America through 17 terminals located in the U.S., 1 terminal in Quebec, Canada and 1 partially owned terminal in Newfoundland, Canada. IMTT derives the majority of its revenue from storage and handling of refined petroleum products, various chemicals, renewable fuels, and vegetable and tropical oils. Based on storage capacity, IMTT operates one of the largest third-party bulk liquid terminals businesses in the U.S.
Following closing of the sale, the Company currently intends to use all net proceeds, after payment of capital gains taxes of approximately of $158 million, transaction costs of approximately $25 million, and a disposition payment of approximately $28 million under the Disposition Agreement with the Manager, to: (i) pay a special dividend to stockholders of approximately $10.75 per share; and (ii) repay or offset holding company level debt of approximately $400 million. Final decisions as to the use of these proceeds and amounts allocated for these uses will be made following the closing based on conditions at that time, including the Company's financial condition and operating results, the impact of any transactions related to the Company's pursuit of strategic alternatives, and general business and economic conditions.
The sale of IMTT is part of the Company's pursuit of its strategic alternatives to maximize value for its shareholders. During the quarter ended September 30, 2020, the Company determined that each of the criteria to be classified as held for sale under ASC 205-20, Presentation of Financial Statements — Discontinued Operations, had been met as it relates to IMTT. It was additionally determined that the sale of IMTT is considered a strategic shift for the Company that will have a major effect on operations. Accordingly, IMTT was classified as a discontinued operation, the IMTT segment was eliminated, and the assets and liabilities of IMTT have been classified as held for sale on the consolidated condensed balance sheets as of September 30, 2020. All prior periods have been restated to reflect these changes.
As part of classifying IMTT as held for sale, the Company recognized an impairment of the IMTT disposal group of $750 million, which includes a goodwill impairment of $725 million reported in discontinued operations for the quarter ended September 30, 2020.
During the quarter ended September 30, 2020, the Company increased its deferred tax liability by approximately $158 million as it became probable that IMTT would be sold in a taxable transaction. The increase represents the deferred tax expense on the difference between the Company's book and tax basis in its investment in IMTT and is recorded in the consolidated condensed statement of operations from continuing operations.
Summary of the assets and liabilities held for sale included in the Company’s consolidated condensed balance sheet related to IMTT segment as of September 30, 2020 and December 31, 2019 ($ in millions):
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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
4. Discontinued Operations and Dispositions  – (continued)
September 30,
2020
December 31, 2019
Assets
Cash and cash equivalents$48 $97 
Accounts receivable, net of allowance for doubtful accounts26 31 
Other current assets22 22 
Total current assets96 150 
Property, equipment, land and leasehold improvements, net2,365 2,323 
Goodwill703 1,428 
Intangible assets, net231 241 
Other noncurrent assets30 30 
Valuation allowance(25)
Total assets$3,400 $4,172 
Liabilities
Accounts payable and accrued expenses$60 $72 
Other current liabilities21 
Total current liabilities67 93 
Long term debt(1)
1,101 1,100 
Deferred income taxes562 559 
Other noncurrent liabilities126 120 
Total liabilities$1,856 $1,872 
___________
(1)On September 30, 2020 and December 31, 2019, IMTT had $600 million of fixed rate senior notes and $509 million of Tax-Exempt Bonds outstanding. IMTT also had $600 million in revolving credit facilities that remained undrawn on September 30, 2020 and December 31, 2019.
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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
4. Discontinued Operations and Dispositions  – (continued)
Summarized financial information for discontinued operations included in the Company’s consolidated condensed statement of operations related to IMTT segment for the quarters and nine months ended September 30, 2020 and 2019, respectively, are as follows ($ in millions):
Quarter Ended September 30,Nine Months Ended September 30,
2020201920202019
Service revenue$122 $118 $374 $398 
Cost of services(50)(50)(146)(149)
Selling, general and administrative expenses(10)(9)(29)(26)
Impairment(750)(750)
Depreciation and amortization(34)(32)(102)(98)
Interest expense, net(9)(10)(34)(38)
Other income, net
Net (loss) income from discontinued operations before
income taxes
$(731)$17 $(684)$87 
Provision for income taxes(4)(4)(16)(22)
Net (loss) income from discontinued operations attributable to
MIC
$(735)$13 $(700)$65 

Renewable Businesses Sale
During the fourth quarter of 2018, the Company commenced a sale process involving its portfolios of 142 megawatts (MW) (gross) of solar generation assets and 203 MW (gross) of wind generation assets. In July 2019, the Company completed the sales of its wind power generating portfolio and all but one of the assets in its solar power generating portfolio. The sale of the remaining solar facility closed during September 2019. Upon closing of the transactions involving the portfolios of operating solar and wind assets, MIC deconsolidated $295 million of long-term debt. In July 2019, the Company also completed the sale of its majority interest in a renewable power development business. The Company may be entitled to a deferred purchase price from the sale of its interest in the renewable power development business based on the sale of certain projects by the purchaser in the future.
The aggregate gross proceeds to the Company from the above sales were approximately $275 million, or approximately $223 million net of taxes and transaction related expenses. Upon closing of the transactions, the Company recorded a pre-tax gain of approximately $80 million excluding any transaction costs. The Company incurred approximately $10 million in professional fees in relation to these transactions, which is included in Selling, General and Administrative Expenses in the consolidated condensed statement of operations. In 2019, the Company recorded $42 million in current tax expense primarily related to the gain on sale.
The combination of the disposal of BEC in October 2018 and the commencement of the sale process of substantially all of its portfolio of solar and wind facilities represented a strategic shift for the Company that will have a major effect on operations. Accordingly, beginning in the fourth quarter of 2018, these businesses were classified as discontinued operations and the Contracted Power segment was eliminated. There was no write-down of the carrying amount of the solar and wind facility assets as a result of this change in classification. The assets and liabilities of the solar and wind facilities have been classified as held for sale in the consolidated condensed balance sheets up until the date those assets are disposed. All prior periods have been restated to reflect these changes.
During the first quarter of 2019, the Company also commenced the sale of its majority interest in its renewable power development business that was reported as part of the Company’s Corporate and Other segment in the fourth quarter of 2018. Accordingly, beginning in the first quarter of 2019, the results of this business were classified as discontinued operations and cash flows.

Onthe assets and liabilities of this business have been classified as held for sale in the consolidated condensed balance sheets through the date of sale. A remaining relationship with a third-party developer of renewable power facilities has been reported as a component of Corporate and Other through the expiration of the relationship in July 22, 2015,2019.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
4. Discontinued Operations and Dispositions  – (continued)
Summarized financial information for discontinued operations included in the FASB issued ASU No. 2015-11,Inventory (Topic 330): SimplifyingCompany’s consolidated condensed statement of operations related to its former Contracted Power segment for the Measurementquarter and nine months ended September 30, 2019 are as follows ($ in millions):
Quarter Ended September 30,Nine Months Ended September 30,
20192019
Product revenue$10 $44 
Cost of product sales(1)(7)
Selling, general and administrative expenses(11)(18)
Interest expense, net(1)(13)
Other income, net(1)
81 80 
Net income from discontinued operations before income taxes$78 $86 
Provision for income taxes(32)(32)
Net income from discontinued operations$46 $54 
Less: net loss attributable to noncontrolling interests(3)
Net income from discontinued operations attributable to MIC$46 $57 
___________
(1)Includes approximately $80 million of Inventory, which changes the measurement principle for inventorygain on sale from the lower of cost or market to lower of cost and net realizable value. The ASU defines net realizable value as the “estimated selling prices in the ordinary course ofrenewable business less reasonably predictable costs of completion, disposal, and transportation”. The ASU will not apply to inventories that are measured by using either the last-in, first-out (LIFO) method or the retail inventory method. The guidance in the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company has adopted this ASU and it had an immaterial impact to the Company’s financial condition, results of operations and cash flows.

3.described above.

5. Income per Share

Following is a reconciliation of the basic and diluted (loss) income per share computations ($ in thousands,millions, except share and per share data):

    
 Quarter Ended
September 30,
 Nine Months Ended
September 30,
   2017 2016 2017 2016
Numerator:
                    
Net income attributable to MIC $40,095  $42,026  $102,130  $83,573 
Interest expense attributable to 2.875% Convertible senior notes due July 2019, net of taxes  1,941   1,635       
Diluted net income attributable to MIC $42,036  $43,661  $102,130  $83,573 
Denominator:
                    
Weighted average number of shares outstanding: basic  83,644,806   81,220,841   82,743,285   80,570,192 
Dilutive effect of restricted stock unit grants  9,435   10,755   9,515   9,700 
Dilutive effect of fees to Manager-related party     318,102      733,875 
Dilutive effect of 2.875% Convertible senior notes due July 2019  4,262,297   4,200,398       
Weighted average number of shares outstanding: diluted  87,916,538   85,750,096   82,752,800   81,313,767 
Income per share:
                    
Basic income per share attributable to MIC $0.48  $0.52  $1.23  $1.04 
Diluted income per share attributable to MIC $0.48  $0.51  $1.23  $1.03 
Quarter Ended September 30,Nine Months Ended September 30,
2020201920202019
Numerator:
Basic and diluted net (loss) income from continuing
operations attributable to MIC
$(158)$$(190)$20 
Basic and diluted net (loss) income from discontinued
operations attributable to MIC
$(735)$59 $(700)$122 
Denominator:
Weighted average number of shares outstanding: basic87,030,751 86,276,237 86,864,95186,075,394
Dilutive effect of restricted stock unit grants(1)
27,457 025,628
Weighted average number of shares outstanding: diluted87,030,751 86,303,694 86,864,95186,101,022
___________
(1)Dilutive effect of restricted stock unit grants includes grants to independent directors under the 2014 Independent Directors' Equity Plan and certain employees of the Company's operating businesses under the 2016 Omnibus Employee Incentive Plan.
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(Unaudited)

3.

5. Income per Share - (continued)

The effect of potentially dilutive shares for the quarter ended September 30, 2017 is calculated assuming that (i) the restricted stock unit grants totaling 9,435 provided to the independent directors on May 17, 2017, which will vest during the second quarter of 2018, had been fully converted to shares on the grant date; and (ii) the 2.875% Convertible Senior Notes due July 2019 had been fully converted into shares on the date of issuance. The 2.00% Convertible Senior Notes due October 2023 were anti-dilutive for the quarter ended September 30, 2017.

The effect of potentially dilutive shares for the nine months ended September 30, 2017 is calculated assuming that (i) the restricted stock unit grants totaling 9,435 provided to the independent directors on May 17, 2017, which will vest during the second quarter of 2018, had been fully converted into shares on the grant date; and (ii) the 8,604 restricted stock unit grants (net of 2,151 restricted stock unit grants forfeited on September 30, 2016) provided to the independent directors on May 18, 2016 and restricted stock units grants of 991 provided to a new independent director on November 1, 2016, which vested during the second quarter of 2017, had been fully converted to shares on those grant dates. The 2.00% Convertible Senior Notes due October 2023 and the 2.875% Convertible Senior Notes due July 2019 were anti-dilutive for the nine months ended September 30, 2017.

The effect of potentially dilutive shares for the quarter ended September 30, 2016 is calculated assuming that (i) the restricted stock units grants totaling 10,755 provided to the independent directors on May 18, 2016 (of which 2,151 restricted stock unit grants were subsequently forfeited on September 30, 2016), which vested during the second quarter of 2017, had been fully converted to shares on the grant date; (ii) the $67.8 million of performance fee for the quarter ended June 30, 2015, which was reinvested in shares by the Manager on August 1, 2016, had been reinvested in shares by the Manager in July 2015; and (iii) the 2.875% Convertible Senior Notes due July 2019 had been fully converted into shares on that date of issuance.

The effect of potentially dilutive shares for the nine months ended September 30, 2016 is calculated assuming that (i) the restricted stock units grants totaling 10,755 provided to the independent directors on May 18, 2016 (of which 2,151 restricted stock unit grants were subsequently forfeited on September 30, 2016), which vested during the second quarter of 2017, had been fully converted to shares on the grant date; (ii) the 8,660 restricted stock unit grants provided to the independent directors on June 18, 2015, which vested during the second quarter of 2016, had been fully converted to shares on the grant date; and (iii) the $67.8 million of performance fee for the quarter ended June 30, 2015, which was reinvested in shares by the Manager on August 1, 2016, had been reinvested in shares by the Manager in July 2015. The 2.875% Convertible Senior Notes due July 2019 were anti-dilutive for the nine months ended September 30, 2016.

Quarter Ended September 30,Nine Months Ended September 30,
2020201920202019
Income per share:
Basic (loss) income per share from continuing operations
attributable to MIC
$(1.82)$0.03 $(2.19)$0.24 
Basic (loss) income per share from discontinued operations
attributable to MIC
(8.44)0.68 (8.05)1.42
Basic (loss) income per share attributable to MIC$(10.26)$0.71 $(10.24)$1.66 
Diluted (loss) income per share from continuing
operations attributable to MIC
$(1.82)$0.03 $(2.19)$0.24 
Diluted (loss) income per share from discontinued
operations attributable to MIC
(8.44)0.68 (8.05)1.42
Diluted (loss) income per share attributable to MIC$(10.26)$0.71 $(10.24)$1.66 

The following represents the weighted average potential dilutive shares of common stock that were excluded from the diluted income per share calculation:

    
 Quarter Ended
September 30,
 Nine Months Ended
September 30,
   2017 2016 2017 2016
2.875% Convertible senior notes due July 2019        4,237,753   4,168,454 
2.00% Convertible senior notes due October 2023  3,608,218      3,603,742    
Total  3,608,218      7,841,495   4,168,454 

Quarter Ended September 30,Nine Months Ended September 30,
2020201920202019
Restricted stock unit grants91,607 70,006 
2.875% Convertible Senior Notes due July 2019(1)
722,345 1,766,498 
2.00% Convertible Senior Notes due October 20233,634,173 3,634,173 3,634,173 3,634,173 
Total3,725,780 4,356,518 3,704,179 5,400,671 
___________

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

4.(1)On July 15, 2019, the Company fully repaid the outstanding balance on the 2.875% Convertible Senior Notes due July 2019 at maturity using cash on hand. The weighted average shares reflect the “if-converted” impact to dilutive common stock through the maturity date of the Note.

6. Property, Equipment, Land and Leasehold Improvements

Property, equipment, land and leasehold improvements aton September 30, 20172020 and December 31, 20162019 consisted of the following ($ in thousands)millions):

  
 September 30,
2017
 December 31,
2016
September 30,
2020
December 31, 2019
Land $315,025  $304,240 Land$11 $11 
Easements  131   131 
Buildings  43,670   41,711 Buildings
Leasehold and land improvements  811,245   673,122 Leasehold and land improvements783 755 
Machinery and equipment  3,945,737   3,764,553 Machinery and equipment554 532 
Furniture and fixtures  38,654   35,454 Furniture and fixtures37 35 
Construction in progress  333,028   233,184 Construction in progress27 43 
  5,487,490   5,052,395 1,416 1,380 
Less: accumulated depreciation  (875,857  (705,859Less: accumulated depreciation(557)(501)
Property, equipment, land and leasehold improvements, net $4,611,633  $4,346,536 Property, equipment, land and leasehold improvements, net$859 $879 

2017 Acquisitions

During the nine months ended September 30, 2017, the Company invested approximately $335.0 million in acquisitions primarily consisting of seven bulk liquid storage terminals, two fixed based operations (FBOs) and construction in progress solar facilities. The Company treated these as business combinations and substantially all of the purchase price was preliminarily allocated to property, equipment, land and leasehold improvements of approximately $195.0 million, intangible assets of approximately $90.0 million and goodwill of approximately $50.0 million, all of which are tax deductible. The purchase price allocation for these acquisitions is preliminary and will be finalized within twelve months of the respective acquisition dates. The pro forma effects of these acquisitions are not material.

5.
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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)


7. Intangible Assets and Goodwill

Intangible assets aton September 30, 20172020 and December 31, 20162019 consisted of the following ($ in thousands)millions):

  
 September 30,
2017
 December 31, 2016
Contractual arrangements $976,528  $912,728 
Non-compete agreements  10,014   10,014 
Customer relationships  378,323   348,678 
Leasehold rights  350   350 
Trade names  16,091   16,091 
Technology  8,760   8,760 
    1,390,066   1,296,621 
Less: accumulated amortization  (458,633  (407,650
Intangible assets, net $931,433  $888,971 

See Note 4, “Property, Equipment, Land and Leasehold Improvements”, for discussion on intangible assets and goodwill acquired during the nine months ended September 30, 2017.


September 30, 2020December 31, 2019
Contractual arrangements$911 $908 
Non-compete agreements10 10 
Customer relationships66 66 
Trade names16 16 
1,003 1,000 
Less: accumulated amortization(541)(512)
Intangible assets, net$462 $488 

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

5. Intangible Assets and Goodwill  – (continued)


The goodwill balance as ofby reportable segments on September 30, 20172020 is comprised of the following ($ in thousands)millions):

 
Goodwill acquired in business combinations, net of disposals, at December 31, 2016 $2,149,894 
Accumulated impairment charges  (123,200
Other  (2,285
Balance at December 31, 2016  2,024,409 
Goodwill related to 2017 acquisitions  50,881 
Other  675 
Balance at September 30, 2017 $2,075,965 
IMTTAtlantic
Aviation
MIC
Hawaii
Total
Goodwill acquired in business combinations, net of
disposals, on December 31, 2019
$1,430 $619 $123 $2,172 
Accumulated impairment charges(123)(3)(126)
Other(2)(1)(3)
Transfer to assets held for sale(1,428)(1,428)
Balance on December 31, 2019495 120 615 
Goodwill related to 2020 acquisition
Balance on September 30, 2020$$496 $120 $616 


The Company tests for goodwill impairment at the reporting unit level on an annual basis on October 1st of each year and between annual tests if a triggering event indicates the possibility of an impairment. There were no triggeringThe Company monitors changing business conditions as well as industry and economic factors, among others, for events indicatingwhich could trigger the need for an interim impairment foranalysis. During 2020, the nine months endedCompany has experienced a sustained decline in its market capitalization largely triggered by the impact of COVID-19 on its businesses and economic activity.
The Company performed an interim impairment analysis based on its financial results through September 30, 2017.

6.2020. The Company used both the market and income approaches, weighting them based on their applicability to the segment. The income approach used forecasted cash flows reflecting the impact of COVID-19 to its ongoing businesses and the expected recovery therefrom in the short to medium term. The analysis concluded that fair value of its ongoing businesses exceeded their carrying value and no impairment was recorded. See Note 4, "Discontinued Operations and Dispositions", for discussion on the impairment recorded at IMTT.



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(Unaudited)

8. Long-Term Debt

At

On September 30, 20172020 and December 31, 2016,2019, the Company’s consolidated long-term debt balance comprised of the following ($ in thousands)millions):

  
 September 30,
2017
 December 31,
2016
September 30,
2020
December 31, 2019
IMTT $1,365,975  $1,140,975 
Atlantic Aviation  476,004   449,691 Atlantic Aviation$1,007 $1,015 
CP  584,417   604,862 
MIC Hawaii  199,649   200,744 MIC Hawaii194 195 
MIC Corporate  884,090   726,730 MIC Corporate540 388 
Total  3,510,135   3,123,002 Total1,741 1,598 
Current portion  (48,335  (40,016Current portion(11)(12)
Long-term portion  3,461,800   3,082,986 Long-term portion1,730 1,586 
Unamortized deferred financing costs(1)  (37,024  (43,020
Unamortized deferred financing costs(1)
(25)(32)
Long-term portion less unamortized debt discount and deferred financing costs $3,424,776  $3,039,966 Long-term portion less unamortized debt discount and deferred financing costs$1,705 $1,554 

(1)
___________
(1)The weighted average remaining life of the deferred financing costs on September 30, 2020 was 4.6 years.
On September 30, 2020, the deferred financing costs at September 30, 2017 was 5.7 years.

The total undrawn capacity on the revolving credit facilities was $971.0 million at September 30, 2017.

MIC Corporate

Senior Secured Revolving Credit Facility

In September 2017,$510 million. On March 17, 2020, the Company drew down $155.0a total of $874 million for general corporate purposes, resulting in an undrawn capacityon two revolving credit facilities. This comprised of $255.0 million. The $155.0$599 million remained outstanding at September 30, 2017. There were no amounts outstandingon its $600 million holding company level revolving credit facility and $275 million on the $350 million revolving credit facility at December 31, 2016. In October 2017,Atlantic Aviation. The drawdowns were deemed prudent to preserve financial flexibility in light of the Companydisruption in the global markets and the unpredictability of the sustained impact to its businesses caused by COVID-19. See Atlantic Aviation below for discussions on subsequent repayment and amendment to its revolving credit facility and MIC Corporate for discussions on the subsequent repayment of its revolving credit facility during the quarter ended September 30, 2020.

MIC Corporate
On September 30, 2020, MIC Corporate had $150 million of its $600 million senior secured revolving credit facility drawn. The proceeds of this borrowing may be used for working capital, general corporate, or other purposes. During the quarter ended September 30, 2020, MIC Corporate repaid $10.0$449 million on the outstanding balance on its revolving credit facility.

facility using cash on hand, resulting in an undrawn balance of $450 million. The senior secured revolving credit facility was undrawn on December 31, 2019.

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(Unaudited)

6. Long-Term Debt  – (continued)

2.875%2.00% Convertible Senior Notes due July 2019

AtOctober 2023 (2.00% Convertible Senior Notes)

On September 30, 20172020 and December 31, 2016,2019, the Company had $350.0$390 million aggregate principaland $388 million, respectively, outstanding on its five-year, 2.875% convertible senior notes due July 2019. Atseven-year, 2.00% Convertible Senior Notes. On September 30, 2017,2020 and December 31, 2019, the fair value of these convertible senior notesthe liability component of the Notes was approximately $372.2 million. These convertible senior notes fall within Level 1 of the fair value hierarchy.

$355 million and $370 million, respectively. On July 15, 2017, the Company increasedSeptember 30, 2020, the conversion rate to 12.2946was 9.0290 shares of common stock per $1,000 principal amount. The adjustment was made, in accordance with the indenture governing the senior notes, on the anniversary of the convertible senior notes issuance and reflects the impact of dividends paid by the Company.

2.00% Convertible Senior Notes due October 2023

At September 30, 2017 and December 31, 2016, the Company had $379.1 million and $376.8 million, respectively, outstanding on its seven year, 2.00% convertible senior notes due October 2023. At September 30, 2017, the fair value of the liability component of these convertible senior notes was approximately $368.1 million. These convertible senior notes fall within Level 1 of the fair value hierarchy.

On October 13, 2017, the Company increased the conversion rate to 8.9713 shares of common stock per $1,000 principal amount. The adjustment was made, in accordance with the indenture governing the senior notes, on the anniversary of the convertible senior notes issuance and reflects the impact of dividends paid by the Company.

The 2.00% Convertible Senior Notes due October 2023 consisted of the following ($ in thousands)millions):

  
 September 30,
2017
 December 31,
2016
September 30,
2020
December 31, 2019
Liability Component:
          Liability Component:
Principal $402,500  $402,500 Principal$403 $403 
Unamortized debt discount  (23,364  (25,741Unamortized debt discount(13)(15)
Long-term debt, net of unamortized debt discount  379,136   376,759 Long-term debt, net of unamortized debt discount390 388 
Unamortized deferred financing costs  (9,019  (9,934Unamortized deferred financing costs(5)(6)
Net carrying amount $370,117  $366,825 Net carrying amount$385 $382 
Equity Component $26,748  $26,748 Equity Component$27 $27 

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(Unaudited)
8. Long-Term Debt  – (continued)
For the quarter and nine month periods ended September 30, 2020, the Company recognized $3 million and $9 million in interest expense, respectively, related to the 2.00% Convertible Senior Notes, compared with $3 million and $10 million for the quarter and nine months ended September 30, 2017, total2019, respectively. The interest expense recognized related toon the principal portion of the 2.00% Convertible Senior Notes due October 2023 consistedwere $2 million and $6 million for the quarter and nine month periods ended September 30, 2020 and 2019, respectively. The remaining portion of the following ($ in thousands):

interest expense related to the amortization of debt discount and deferred financing costs.
  
 Quarter
Ended
September 30,
2017
 Nine Months
Ended
September 30,
2017
Contractual interest expense $2,012  $5,769 
Amortization of debt discount  882   2,377 
Amortization of deferred financing costs  376   1,133 
Total interest expense $3,270  $9,279 
Atlantic Aviation

IMTT

At

On September 30, 20172020 and December 31, 2016, IMTT2019, Atlantic Aviation had $257.0$1,007 million and $32.0$1,015 million, respectively, outstanding on its revolving credit facilities, respectively. During the nine months ended September 30, 2017, IMTT drew down $271.0seven-year senior secured first lien term loan facility. Atlantic Aviation also had a five-year, $350 million and repaid $46.0 million on its USDsenior secured first lien revolving credit facility primarily for general


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(Unaudited)

6. Long-Term Debt  – (continued)

corporate purposes. At September 30, 2017, thethat was undrawn portion on its USD revolving credit facility and CAD revolving credit facility were $293.0 million and $50.0 million, respectively.

Atlantic Aviation

At September 30, 2017 and December 31, 2016, Atlantic Aviation had $82.0 million and $48.0 million outstanding on its revolving credit facility, respectively. During the nine months ended September 30, 2017,2019.

As noted above, Atlantic Aviation drew down $154.5 million and repaid $120.5$275 million on its revolving credit facility primarily to fund an FBO acquisition and for general corporate purposes. At Septemberon March 17, 2020. On April 30, 2017,2020, Atlantic Aviation fully repaid the undrawn portionoutstanding balance on its revolving credit facility was $268.0 million.

and effective May 4, 2020, reduced the commitments on this facility to $10 million, and further to $3 million on September 30, 2020, solely with respect to letters of credit then outstanding. The amendment of the facility eliminates any leverage-based maintenance covenant on the Atlantic Aviation term loan as long as the letters of credit issued under the facility are cash collateralized and rolled over to standalone letters of credit facilities upon renewal. On September 30, 2020 and December 31, 2019, Atlantic Aviation had $10 million in letters of credit outstanding.

MIC Hawaii

In February 2017,

On September 30, 2020 and December 2019, Hawaii Gas exercised the firsthad $100 million of two one-year extensions related to its $80.0fixed rate senior notes outstanding, that had a fair value of approximately $105 million securedat both periods. Hawaii Gas also had an $80 million term loan facilityoutstanding and its $60.0a $60 million revolving credit facility. The maturities have been extended to February 2022facility that remained undrawn on September 30, 2020 and no changes were made to any other terms.

7.December 31, 2019.

In addition, MIC Hawaii's solar facilities had a term loan outstanding of $14 million and $15 million on September 30, 2020 and December 31, 2019, respectively.
9. Derivative Instruments and Hedging Activities

Interest Rate Contracts

The Company and certain of its businesses have in place variable-rate debt. Management believes that it is prudent to limit the variability of a portion of the business’ interest payments. To meet this objective, the Company enters into interest rate agreements, primarily using interest rate swaps and from time to time using interest rate caps, to manage fluctuations in cash flows resulting from interest rate risk on a portion of its debt with a variable-rate component. Interest rate 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.

At

On September 30, 2017,2020, the Company had $3.5 billion$1,754 million of current and long-term debt (excluding adjustments for unamortized debt discounts), of which $1.4 billion$414 million was economically hedged with interest rate contracts, $1.6 billion$503 million was fixed rate debt, and $493.9$837 million was unhedged. The Company does not use hedge accounting. All movements in the fair value of the interest rate derivatives are recorded directly through earnings.

Commodity Price Hedges

Contracts

The risks associated with fluctuations in the prices that Hawaii Gas, a business within the MIC Hawaii reportable segment, pays for propaneliquefied petroleum gas (LPG) is principally a result of market forces reflecting changes in supply and demand for propaneLPG and other energy commodities. Hawaii Gas’ gross margin (revenue less cost of product sales excluding depreciation and amortization) is sensitive to changes in propaneLPG supply costs and Hawaii Gas may not always be able to pass through product cost increases fully or on a timely basis, particularly when product costs rise rapidly. In order toTo reduce the volatility of the business’ propaneLPG wholesale market price risk, Hawaii Gas has used and expects to continue to use over-the-counter commodity derivative instruments including price swaps.instruments. Hawaii Gas does not use commodity derivative instruments for speculative or trading purposes. Over-the-counter derivative commodity instruments used by Hawaii Gas to hedge forecasted purchases of propaneLPG are generally settled at expiration of the contract.


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(Unaudited)

7.

9. Derivative Instruments and Hedging Activities – (continued)

Financial Statement Location Disclosure for Derivative Instruments

The Company measures derivative instruments at fair value using the income approach which discounts the future net cash settlements expected under the derivative contracts to a present value. These valuations utilizeuse primarily observable (level 2) inputs, including contractual terms, interest rates, and yield curves observable at commonly quoted intervals.

The Company’s fair value measurements of its derivative instruments and the related location of the assets and liabilities within the consolidated condensed balance sheets aton September 30, 20172020 and December 31, 20162019 were ($ in thousands)millions):

  
 Assets (Liabilities) at Fair Value
Balance Sheet Location September 30,
2017
 December 31,
2016
Fair value of derivative instruments – current assets $8,675  $5,514 
Fair value of derivative instruments – noncurrent assets  18,743   30,781 
Total derivative contracts – assets $27,418  $36,295 
Fair value of derivative instruments – current liabilities $(3,992 $(9,297
Fair value of derivative instruments – noncurrent liabilities  (5,807  (5,966
Total derivative contracts – liabilities $(9,799 $(15,263
Assets (Liabilities) at Fair Value
Balance Sheet ClassificationSeptember 30,
2020
December 31, 2019
Fair value of derivative instruments - other current assets$$
Fair value of derivative instruments - other noncurrent assets
Total derivative contracts - assets$$
Fair value of derivative instruments - other current liabilities$(1)$(6)
Fair value of derivative instruments - other noncurrent liabilities(1)
Total derivative contracts – liabilities$(2)$(6)


The Company’s hedging activities for the quarters and nine months ended September 30, 20172020 and 20162019 and the related location within the consolidated condensed statements of operations were ($ in thousands)millions):

    
 Amount of (Loss) Gain Recognized in Consolidated
Condensed Statements of Operations
   Quarter Ended
September 30,
 Nine Months Ended
September 30,
Financial Statement Account 2017 2016 2017 2016
Interest expense – interest rate caps $(219 $  $(2,888 $ 
Interest expense – interest rate swaps  57   3,736   (4,051  (42,992
Cost of product sales – commodity swaps  5,769   (114  2,154   6,139 
Total $5,607  $3,622  $(4,785 $(36,853
Income Statement ClassificationAmount of Loss Recognized in
Consolidated Condensed Statements of Operations
Quarter Ended September 30,Nine Months Ended September 30,
2020201920202019
Interest expense - interest rate caps$$(1)$(3)$(7)
Interest expense - interest rate swaps(1)(1)
Cost of product sales - commodity swaps(6)(1)(11)
Total$$(7)$(5)$(19)

All

10. Stockholders' Equity
Macquarie Infrastructure Corporation Short-Term Incentive Plan (STIP) for MIC Operating Businesses —  Restricted Stock Units (RSUs)
During the first quarter of the Company’s derivative instruments are collateralized by the assets of the respective businesses.

8. Stockholders’ Equity

2016 Omnibus Employee Incentive Plan

On May 18, 2016,2019, the Company adoptedestablished the STIP to provide cash and stock-based incentives to eligible employees of its operating businesses under the Company’s 2016 Omnibus Employee Incentive Plan (Plan)(2016 Plan). In general, the cash component comprises approximately 75% of any incentive award and is paid in a lump-sum. The Plan provides forremaining 25% of any incentive award is in the issuanceform of equity awards covering up to 500,000 shares ofRSUs representing an interest in the common stock to attract, retain, and motivate employees, consultants and others who perform services forof the Company and its subsidiaries. Under the Plan, the Compensation Committee determines the persons who will receive awards, the time at which theyCompany. RSUs are granted following assessment of performance against Key Performance Indicators post the one-year performance period and vest in two equal annual installments following the terms of the awards. Type of awards include stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, cash-based awards and other stock-based awards. Atgrant date.

The following represents unvested STIP RSU grants through September 30, 2017, there were no awards outstanding under this Plan.

Shelf Registration Statement Renewal

On April 5, 2016, the Company filed an automatic shelf registration statement on Form S-3 (shelf) with the SEC to issue and sell an indeterminate amount of its common stock, preferred stock and debt securities in one or more future offerings.

2020:

STIP Grants
Number of RSUs
(in units)
Weighted Average Grant-Date Fair Value
(per share)
Unvested balance on December 31, 2019$
Granted55,66124.50 
Forfeited(1,328)24.50 
Unvested balance on September 30, 202054,333$24.50 
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MACQUARIE INFRASTRUCTURE CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

8.

10. Stockholders’ Equity – (continued)

At


On September 30, 2020, the Market (ATM) Program

On June 24, 2015,grant date fair value of the Company entered intounvested awards was approximately $1 million, of which an equity distribution agreement providinginsignificant amount of compensation expense was recorded for the sale bynine months ended September 30, 2020. On September 30, 2020, the Company, fromunrecognized compensation cost related to unvested RSU awards is expected to be recognized over a weighted-average period of 0.8 years.

From time to time, of shares of its common stock having an aggregate gross offering price of up to $400.0 million. Sales of shares may be made in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at the market” offering, which includes sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. Under the terms of the equity distribution agreement, the Company may also sell sharesissue RSUs to any sales agentreward or retain employees, or to attract new employees, or other reasons by providing special grants of RSUs. Vesting dates and terms can vary for each award at the discretion of the Company.
The following represents unvested Special RSU grants through September 30, 2020:
Special RSU Grants
Number of RSUs
(in units)
Weighted Average Grant-Date Fair Value
(per share)
Unvested balance on December 31, 2018$
Granted6,06740.30 
Unvested balance on December 31, 20196,06740.30 
Granted4,602 23.50 
Vested(5,702)26.74 
Unvested balance on September 30, 20204,967$40.30 

Compensation expense related to the Special RSU grants for both the nine months ended September 30, 2020 and 2019, respectively, was not significant and is expected to be recognized over a weighted-average period of 0.5 years.
Macquarie Infrastructure Corporation Long-Term Incentive Plan (LTIP) for MIC Operating Businesses —  Performance Stock Units (PSUs)
During the first quarter of 2019, the Company established the LTIP pursuant to which it may make stock-based incentive awards to eligible employees of its operating businesses. The awards would take the form of PSUs convertible into common stock of the Company as principal forauthorized under its own account.2016 Plan. The number of PSUs a participant may be awarded reflects a target level of performance by the participant. The participant may be awarded more (over performance limit) or less (threshold limit) than the target number of PSUs based on their achievements relative to Key Performance Indicators during the three-year performance period. Following finalization of the participant’s performance review at the end of the third year of the program, the Company may award the PSUs.
The following represents unvested LTIP PSU grants through September 30, 2020 at the target level of performance:
LTIP Grants (at Target)
Number of PSUs
(in units)
Weighted Average Grant-Date Fair Value
(per share)
Unvested balance on December 31, 2018$
Granted134,67139.59 
Forfeited(9,477)39.26 
Unvested balance on December 31, 2019125,19439.62 
Forfeited(5,416)39.26 
Unvested balance on September 30, 2020119,778$39.64 

On September 30, 2020, depending upon actual performance, the number of PSUs to be issued will vary from 0 to 221,088, net of forfeitures. On September 30, 2020, the grant date fair value of the unvested awards was approximately $5 million, reflecting target performance by all participants. The Company is under no obligation to sell shares under the ATM Program. From inception, the Company has sold 188,592 sharesrecognized approximately $1 million of common stock pursuantcompensation
44

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
10. Stockholders’ Equity – (continued)
expense related to the agreement for net proceedsLTIP in each of $15.4 million (net of commissions and fees).

MIC Direct

The Company maintains a dividend reinvestment/direct stock purchase program, named “MIC Direct”, that allows for the issuance of up to 1.0 million additional shares of common stock to participants in this program. Atnine month periods ended September 30, 2017, 897,205 shares remained unissued under MIC Direct. The Company may also choose2020 and 2019. On September 30, 2020, the unrecognized compensation cost related to fill requests for reinvestmentunvested PSU awards was approximately $3 million at target level performance. If target level performance is achieved, the unrecognized cost is expected to be recognized over a weighted-average period of dividends or share purchases through MIC Direct via open market purchases.

1.3 years.

Accumulated Other Comprehensive Loss,

net of taxes

The following represents the changes and balances to the components of accumulated other comprehensive loss, net of taxes, for the nine months ended September 30, 20172020 and 20162019 ($ in thousands)millions):

     
 Post-Retirement
Benefit Plans,
net of taxes
 Translation
Adjustment,
net of taxes(1)
 Total
Accumulated
Other
Comprehensive
Loss,
net of taxes
 Noncontrolling
Interests
 Total
Stockholders’
Accumulated
Other
Comprehensive
Loss,
net of taxes
Balance at December 31, 2015 $(14,788 $(14,530 $(29,318 $6,023  $(23,295
Translation adjustment     3,575   3,575   (1,434  2,141 
Purchase of noncontrolling interest(2)           (4,589  (4,589
Balance at September 30, 2016 $(14,788 $(10,955 $(25,743 $  $(25,743
Balance at December 31, 2016 $(16,805 $(12,155 $(28,960 $  $(28,960
Translation adjustment     2,738   2,738      2,738 
Balance at September 30, 2017 $(16,805 $(9,417 $(26,222 $  $(26,222
Post-Retirement Benefit Plans, net of taxes
Translation Adjustment, net of taxes(1)
Total Stockholders’ Accumulated Other Comprehensive Loss, net of taxes
Balance on December 31, 2018$(16)$(14)$(30)
Translation adjustment
Balance on September 30, 2019$(16)$(13)$(29)
Balance on December 31, 2019$(25)$(12)$(37)
Translation adjustment
Balance on September 30, 2020$(25)$(12)$(37)

(1)Translation adjustment is presented net of tax expense of $1.9 million and $1.5 million for the nine months ended September 30, 2017 and 2016, respectively.
(2)On March 31, 2016, IMTT acquired the remaining 33.3% interest in its Quebec terminal that it did not previously own. As part of this transaction, the translation adjustment of $4.6 million, net of taxes, was reclassified from noncontrolling interests to accumulated other comprehensive loss.

9.
___________
(1)Tax expense related to translation adjustment was insignificant for the nine months ended September 30, 2020 and $1 million for the nine months ended September 30, 2019.
11. Reportable Segments

At

On September 30, 2017,2020, the Company’s businesses consisted of fourthree reportable segments: IMTT, Atlantic Aviation, CPMIC Hawaii, and MIC Hawaii.

IMTT

Corporate and Other.

During the quarter ended September 30, 2020, IMTT provides bulk liquid storage, handlingwas classified as a discontinued operation and other serviceseliminated as a reportable segment. Any contribution from IMTT to the Company's consolidated results for the quarter and year to date periods ending September 30, 2020 are reflected in North America through seventeen terminals located inDiscontinued Operations. All prior periods have been adjusted to reflect the United States, one terminal in Quebec, Canadatreatment of IMTT as a discontinued operation. On November 8, 2020, the Company entered into an agreement pursuant to which it will sell its IMTT business. For additional information, see Note 4, “Discontinued Operations and one partially owned terminal in

Dispositions”.

TABLE OF CONTENTS

MACQUARIE INFRASTRUCTURE CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

9. Reportable Segments  – (continued)

Newfoundland, Canada. IMTT derivesEffective October 1, 2018, BEC and substantially all of the majorityCompany’s portfolio of solar and wind power generation businesses were classified as discontinued operations and the Company’s Contracted Power segment was eliminated. All periods reflect this change. In July 2019, the Company completed the sales of its revenue from storagewind power generating portfolio and handling of petroleum products, various chemicals, renewable fuels, and vegetable and animal oils. Based on storage capacity, IMTT operatesall but one of the largestassets in its solar power generating portfolio. The sale of the remaining solar facility closed during September 2019. On January 1, 2019, the Company also classified its majority interest in a renewable power development business as a discontinued operation, the sale of which closed in July 2019. A remaining relationship with a third-party bulk liquid terminals businessesdeveloper of renewable power facilities has been reported as a component of Corporate and Other through the expiration of the relationship in the United States. Revenue from IMTT is included in service revenue.

July 2019. For additional information, see Note 4, “Discontinued Operations and Dispositions”.

Atlantic Aviation

Atlantic Aviation derives the majority of its revenue from jet fuel delivery services and from other airport services, including de-icing and aircraft hangar rental. All of the revenue of Atlantic Aviation is generated at airports in the U.S. The business currently operates at 70 airports.
Revenue from Atlantic Aviation is includedrecorded in service revenue.

CP

At September 30, 2017, the CP business segment has controlling interests Services provided by Atlantic Aviation include:

Fuel.  Revenue from jet fuel sales is recognized at a point in seven utility-scale solar photovoltaic facilities, two wind facilitiestime as services are performed. Fuel services are recorded net of discounts and 100% ownershiprebates.
Hangar.  Hangar rentals includes both month-to-month rentals and rentals from longer term contracts. Hangar rental revenue excludes transient customer overnight hangar usage (see Other FBO services below).
45

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
11. Reportable Segments  – (continued)
Other FBO services.  Other fixed based operation (FBO) services consist principally of a gas-fired facilityde-icing services, landing, concession, transient overnight hangar usage, terminal use, and fuel distribution fees that are in operations in the United States.recognized as sales of services. Revenue from the wind, solar and gas-fired power facilities are included in product revenue.

The wind and solar facilities that are operational at September 30, 2017 have an aggregate generating capacity of 345 megawatt (MW) of wholesale electricity to utilities. These facilities sell substantially all of the electricity generated, subject to agreed upon pricing formulas, to electric utilities pursuant to long-term (typically 20 – 25 years) power purchase agreements (PPAs). All of the PPAs are accounted for as operating leases, have no minimum lease payments and all of the rental income under these leases are recorded within product revenue when the electricity is delivered at rates stipulated in the respective PPAs.

These projects are held in LLCs, and are treated as partnerships for income tax purposes, with co-investors. The acquisition price on these projects can vary depending on, among other things, factors such as the size of the project, PPA terms, eligibility for tax incentives, debt package, operating cost structure and development stage. A completed project takes out all of the construction risk, testing and costs associated with construction contracts.

The Company has certain rights to make decisions over the management and operations of these wind and solar facilities. The Company has determined that it is appropriate to consolidate these projects, with the co-investors’ interest reflected asnoncontrolling interests in the consolidated condensed financial statements.

The Company owns 100% of Bayonne Energy Center (BEC), a 512 MW gas-fired facility located in Bayonne, New Jersey, adjacent to IMTT’s Bayonne facility. BEC has tolling agreements with a creditworthy off-taker for 62.5% of its power generating capacity and power produced is delivered to New York City via a dedicated transmission cable under New York Harbor. The tolling agreements generate revenue whether or not the facility is in use for power production. In addition to revenue related to the tolling agreement and capacity payments from the grid operator, BEC generates an energy margin when the facility is dispatched. Revenue from BEC is accounted for as an operating lease that does not have minimum lease payments. All of the rental income under the leasetransactions is recorded within product revenue when natural gas transportation services are performed.

based on the service fee earned.

MIC Hawaii

MIC Hawaii primarily comprises: (i) Hawaii Gas, Hawaii’s only government-franchised gas utility and an unregulated liquefied petroleum gasLPG distribution business providing gas and related services to commercial, residential, and governmental customers; a mechanical contractor focused on designing and constructing energy efficient and related building infrastructure; and(ii) controlling interests in two2 solar facilities on Oahu. Revenue from Hawaii Gas and the solar facilities are recorded in product revenue (see above in CP for further discussion on revenue from PPAs). Revenue from the mechanical contractor business is recorded in service revenue.


TABLE OF CONTENTS

MACQUARIE INFRASTRUCTURE CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

9. Reportable Segments  – (continued)

Revenue from the Hawaii Gas business is generated from the distribution and sales of synthetic natural gas (SNG), liquefied petroleum gas (LPG) andLPG, liquefied natural gas (LNG), and renewable natural gas (RNG). Revenue is primarily a function of the volumeamount of SNG, LPG, LNG, and LNGRNG consumed by customers and the price per thermal unitBritish Thermal Unit or gallon charged to customers. Revenue levels, without organic growth, will generally track global commodity prices, namely petroleum and natural gas, as its products are derived from these commodities.

Revenue from Hawaii Gas is recorded in product revenue. Hawaii Gas recognizes revenue when products are delivered. Sales of gas to customers are billed on a monthly-cycle basis. Earned but unbilled revenue is accrued and included in accounts receivable and revenue. This is based on the amount of gas that has been delivered but not billed to customers from the latest meter reading or billed delivery date to the end of an accounting period. The related costs are charged to expense.
The renewables projects within MIC Hawaii sell substantially all of the electricity generated at a fixed price to primarily electric utility customers pursuant to long-term power purchase agreements (PPAs) of 20 years. Substantially all of the PPAs are accounted for as operating leases and have no minimum lease payments and all of the lease income under these leases is recorded within product revenue when the electricity is delivered.
Corporate and Other
Corporate and Other comprises MIC Corporate (holding company headquarters in New York City) and a shared services center in Plano, Texas.
All of the MIC business segments are managed separately and management has chosen to organize the Company around the distinct products and services offered. Selected information by segment is presented in the following tables.

Revenue from external customers for the Company’s consolidated reportable segments were ($ in thousands)millions):

      
 Quarter Ended September 30, 2017Quarter Ended September 30, 2020
 IMTT Atlantic
Aviation
 Contracted
Power
 MIC
Hawaii
 Intersegment
Revenue
 Total
Reportable
Segments
Atlantic
Aviation
MIC
Hawaii
Total Reportable Segments
Service revenue $134,167  $211,457  $  $13,826  $(1,230 $358,220 Service revenue
FuelFuel$103 $$103 
HangarHangar25 25 
OtherOther35 35 
Total service revenueTotal service revenue163 163 
Product revenue        42,445   52,396      94,841 Product revenue
LeaseLease
GasGas34 34 
OtherOther
Total product revenueTotal product revenue39 39 
Total revenue $134,167  $211,457  $42,445  $66,222  $(1,230 $453,061 Total revenue$163 $39 $202 

      
 Quarter Ended September 30, 2016
   IMTT Atlantic
Aviation
 Contracted
Power
 MIC
Hawaii
 Intersegment
Revenue
 Total
Reportable
Segments
Service revenue $133,143  $186,823  $  $5,258  $(1,249 $323,975 
Product revenue        45,538   51,011      96,549 
Total revenue $133,143  $186,823  $45,538  $56,269  $(1,249 $420,524 
46


      
 Nine Months Ended September 30, 2017
   IMTT Atlantic
Aviation
 Contracted
Power
 MIC
Hawaii
 Intersegment
Revenue
 Total
Reportable
Segments
Service revenue $410,128  $621,149  $  $39,476  $(3,684 $1,067,069 
Product revenue        110,681   165,758      276,439 
Total revenue $410,128  $621,149  $110,681  $205,234  $(3,684 $1,343,508 
TABLE OF CONTENTS

      
 Nine Months Ended September 30, 2016
   IMTT Atlantic
Aviation
 Contracted
Power
 MIC
Hawaii
 Intersegment
Revenue
 Total
Reportable
Segments
Service revenue $396,786  $544,029  $  $5,258  $(3,636 $942,437 
Product revenue        114,017   158,036      272,053 
Total revenue $396,786  $544,029  $114,017  $163,294  $(3,636 $1,214,490 
MACQUARIE INFRASTRUCTURE CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
11. Reportable Segments  – (continued)

Quarter Ended September 30, 2019
Atlantic
Aviation
MIC
Hawaii
Consolidation AdjustmentTotal Reportable Segments
Service revenue
Fuel$165 $$$165 
Hangar24 24 
Other41 (1)40 
Total service revenue230 (1)229 
Product revenue
Lease
Gas54 54 
Other
Total product revenue58 58 
Total revenue$230 $58 $(1)$287 
Nine Months Ended September 30, 2020
Atlantic
Aviation
MIC
Hawaii
Total Reportable Segments
Service revenue
Fuel$311 $$311 
Hangar74 74 
Other106 106 
Total service revenue491 491 
Product revenue
Lease
Gas123 123 
Other10 10 
Total product revenue136 136 
Total revenue$491 $136 $627 
Nine Months Ended September 30, 2019
Atlantic
Aviation
MIC
Hawaii
Consolidation AdjustmentTotal Reportable Segments
Service revenue
Fuel$519 $$$519 
Hangar70 70 
Other135 (2)133 
Total service revenue724 (2)722 
Product revenue
Lease
Gas171 171 
Other
Total product revenue183 183 
Total revenue$724 $183 $(2)$905 

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
11. Reportable Segments  – (continued)
In accordance with FASB ASC 280,Segment Reporting, the Company has disclosed earnings before interest, taxes, depreciation, and amortization (EBITDA) excluding non-cash items as a key performance indicator for the businesses. EBITDA excluding non-cash items is reflective of the businesses’ ability to effectively manage the volumeamount of products sold or services provided, the operating margin earned on those transactions, and the management of operating expenses independent of the capitalization and tax attributes of its businesses. The Company defines EBITDA excluding non-cash items as net income (loss) or earnings — the most comparable GAAP measure — before interest, taxes, depreciation, and amortization and


TABLE OF CONTENTS

MACQUARIE INFRASTRUCTURE CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

9. Reportable Segments  – (continued)

non-cash items including impairments, unrealized derivative gains and losses, adjustments for other non-cash items, and pension expense reflected in the statements of operations.

EBITDA excluding non-cash items for the Company’s consolidated reportable segments from continuing operations is shown in the tables below ($ in thousands)millions). Allocations of corporate expenses, intercompany fees, and the tax effect have been excluded as they are eliminated in consolidation.

     
 Quarter Ended September 30, 2017
   IMTT Atlantic
Aviation
 Contracted
Power
 MIC
Hawaii
 Total
Reportable
Segments
Net income $20,755  $21,591  $7,251  $6,160  $55,757 
Interest expense, net  10,187   4,295   6,281   1,877   22,640 
Provision for income taxes  14,422   11,139   6,337   4,830   36,728 
Depreciation  28,001   12,954   13,724   3,330   58,009 
Amortization of intangibles  3,510   12,332   1,106   381   17,329 
Pension expense  1,883   5      272   2,160 
Other non-cash expense (income)  178   1,212   (1,914  (3,360  (3,884
EBITDA excluding non-cash items $78,936  $63,528  $32,785  $13,490  $188,739 
Quarter Ended September 30, 2020
Atlantic
Aviation
MIC
Hawaii
Corporate and OtherTotal Reportable Segments
Net income (loss)$13 $$(172)$(158)
Interest expense, net11 19 
Provision for income taxes153 159 
Depreciation and amortization24 28 
Fees to Manager-related party
Other non-cash expense, net
EBITDA excluding non-cash items$54 $$(4)$57 

     
 Quarter Ended September 30, 2016
   IMTT Atlantic
Aviation
 Contracted
Power
 MIC
Hawaii
 Total
Reportable
Segments
Net income $24,580  $17,232  $10,124  $5,476  $57,412 
Interest expense, net  7,827   5,199   2,764   1,571   17,361 
Provision for income taxes  17,079   11,543   8,013   3,246   39,881 
Depreciation  32,949   10,703   12,894   2,696   59,242 
Amortization of intangibles  2,760   11,445   1,106   106   15,417 
Pension expense  1,752   16      349   2,117 
Other non-cash expense (income)  73   200   (1,459  316   (870
EBITDA excluding non-cash items $87,020  $56,338  $33,442  $13,760  $190,560 

     
 Nine Months Ended September 30, 2017
   IMTT Atlantic
Aviation
 Contracted
Power
 MIC
Hawaii
 Total
Reportable
Segments
Net income $67,184  $60,225  $9,604  $16,004  $153,017 
Interest expense, net  30,707   13,648   20,431   5,795   70,581 
Provision for income taxes  46,686   36,766   8,209   10,772   102,433 
Depreciation  84,797   36,468   41,711   9,777   172,753 
Amortization of intangibles  9,029   37,426   3,320   1,145   50,920 
Pension expense  5,649   15      817   6,481 
Other non-cash expense (income)  315   1,252   (6,170  3,108   (1,495
EBITDA excluding non-cash items $244,367  $185,800  $77,105  $47,418  $554,690 
Quarter Ended September 30, 2019
Atlantic
Aviation
MIC
Hawaii
Corporate and OtherTotal Reportable Segments
Net income (loss)$14 $$(13)$
Interest expense, net18 24 
Provision (benefit) for income taxes(3)
Depreciation and amortization27 31 
Fees to Manager-related party
Other non-cash expense, net
EBITDA excluding non-cash items$64 $12 $(5)$71 
Nine Months Ended September 30, 2020
Atlantic
Aviation
MIC
Hawaii
Corporate and OtherTotal Reportable Segments
Net income (loss)$10 $$(209)$(190)
Interest expense, net44 18 69 
Provision for income taxes142 151 
Depreciation and amortization76 12 88 
Fees to Manager-related party16 16 
Other non-cash expense (income), net(3)
EBITDA excluding non-cash items$137 $29 $(28)$138 
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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

9.

11. Reportable Segments  – (continued)

     
 Nine Months Ended September 30, 2016
   IMTT Atlantic
Aviation
 Contracted
Power
 MIC
Hawaii
 Total
Reportable
Segments
Net income $55,775  $43,339  $97  $23,319  $122,530 
Interest expense, net  41,462   27,437   31,614   6,224   106,737 
Provision for income taxes  38,717   29,258   7,626   14,863   90,464 
Depreciation  95,333   31,042   38,373   7,377   172,125 
Amortization of intangibles  8,279   37,999   3,320   319   49,917 
Pension expense  5,414   50      1,048   6,512 
Other non-cash expense (income)  631   448   (5,424  (6,090  (10,435
EBITDA excluding non-cash items $245,611  $169,573  $75,606  $47,060  $537,850 
Nine Months Ended September 30, 2019
Atlantic
Aviation
MIC
Hawaii
Corporate and OtherTotal Reportable Segments
Net income (loss)$48 $11 $(39)$20 
Interest expense, net59 13 80 
Provision (benefit) for income taxes18 (12)11 
Depreciation and amortization79 12 91 
Fees to Manager-related party23 23 
Other non-cash expense, net10 12 
EBITDA excluding non-cash items$205 $46 $(14)$237 


Reconciliations of total reportable segments’ EBITDA excluding non-cash items to consolidated net income (loss) from continuing operations before income taxes were ($ in thousands)millions):

    
 Quarter Ended
September 30,
 Nine Months Ended
September 30,
   2017 2016 2017 2016
Total reportable segments EBITDA excluding non-cash items $188,739  $190,560  $554,690  $537,850 
Interest income  54   27   129   85 
Interest expense  (29,291  (20,871  (90,129  (117,268
Depreciation  (58,009  (59,242  (172,753  (172,125
Amortization of intangibles  (17,329  (15,417  (50,920  (49,917
Selling, general and administrative expenses – Corporate and Other  (6,214  (3,925  (21,301  (8,831
Fees to Manager - related party  (17,954  (18,382  (54,610  (49,570
Pension expense  (2,160  (2,117  (6,481  (6,512
Other income, net  3,884   870   1,495   10,435 
Total consolidated net income before income taxes $61,720  $71,503  $160,120  $144,147 
Quarter Ended September 30,Nine Months Ended September 30,
2020201920202019
Total reportable segments EBITDA excluding non-cash items$57 $71 $138 $237 
Interest expense, net(19)(24)(69)(80)
Depreciation and amortization(28)(31)(88)(91)
Fees to Manager-related party(5)(8)(16)(23)
Other expense, net(4)(3)(4)(12)
Total consolidated net income (loss) from continuing
operations before income taxes
$$$(39)$31 


Capital expenditures, on a cash basis, for the Company’s reportable segments were ($ in thousands)millions):

    
 Quarter Ended
September 30,
 Nine Months Ended
September 30,
   2017 2016 2017 2016
IMTT $20,232  $31,867  $52,291  $74,032 
Atlantic Aviation  23,661   20,554   57,757   62,443 
Contracted Power  50,461   22,078   99,961   39,056 
MIC Hawaii  7,604   4,918   21,054   22,620 
Total capital expenditures of reportable segments $101,958  $79,417  $231,063  $198,151 
Corporate and other  2,524      3,770    
Total consolidated capital expenditure $104,482  $79,417  $234,833  $198,151 

Quarter Ended September 30,Nine Months Ended September 30,
2020201920202019
Atlantic Aviation$$17 $28 $44 
MIC Hawaii11 15 
Corporate and Other
Total capital expenditures of reportable segments$11 $23 $40 $61 

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

9. Reportable Segments  – (continued)

Property, equipment, land and leasehold improvements, net, goodwill and total assets for the Company’s reportable segments and its reconciliation to consolidated total assets were ($ in thousands)millions):

      
 Property, Equipment,
Land and Leasehold
Improvements, net
 Goodwill Total AssetsProperty, Equipment,
Land and Leasehold
Improvements, net
Total Assets
 September 30,
2017
 December 31,
2016
 September 30,
2017
 December 31,
2016
 September 30,
2017
 December 31,
2016
September 30, 2020December 31, 2019September 30, 2020December 31, 2019
IMTT $2,303,710  $2,218,256  $1,435,388  $1,411,029  $4,108,196  $3,978,379 
Atlantic Aviation  549,359   465,096   495,541   468,419   1,707,056   1,564,668 Atlantic Aviation$552 $567 $1,960 $2,060 
Contracted Power  1,460,739   1,383,289   21,628   21,628   1,618,639   1,516,602 
MIC Hawaii  294,091   279,863   123,408   123,333   517,323   501,713 MIC Hawaii300 301 508 537 
Corporate and OtherCorporate and Other11 325 92 
Total assets of reportable segments $4,607,899  $4,346,504  $2,075,965  $2,024,409  $7,951,214  $7,561,362 Total assets of reportable segments$859 $879 $2,793 $2,689 
Corporate and other  3,734   32         4,149   (2,109
Assets held for saleAssets held for sale— 3,400 4,172 
Total consolidated assets $4,611,633  $4,346,536  $2,075,965  $2,024,409  $7,955,363  $7,559,253 Total consolidated assets$859 $879 $6,193 $6,861 

10.
49

MACQUARIE INFRASTRUCTURE CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

12. Long-Term Contracted Revenue
Long-term contracted revenue consists of estimated revenue to be recognized in the future related to performance conditions that are unsatisfied or partially unsatisfied accounted for in accordance with ASC 606, Revenue from Contracts with Customers. The following long-term contracted revenue were in existence on September 30, 2020 ($ in millions):
Contract Revenue
(ASC 606)
2020 remaining$21 
202141 
202216 
202312 
2024
Thereafter14 
Total$111 

The above table does not include the future minimum lease revenue from the renewable businesses within the MIC Hawaii reportable segment. The payments from these leases are considered variable as they are based on the output of the underlying assets (i.e. energy generated).
13. Related Party Transactions

Management Services

At

On September 30, 20172020 and December 31, 2016,2019, the Manager held 5,188,93413,762,511 shares and 4,510,79513,253,791 shares, respectively, of the Company.Company’s common stock. Pursuant to the terms of the Third Amended and Restated Management Services Agreement (Management Services Agreement), the Manager may sell these shares at any time. Under the Management Services Agreement, the Manager, at its option, may reinvest base management fees and performance fees, if any, in shares of the Company.

The Manager’s holdings on September 30, 2020 represented 15.79% of the Company's outstanding common stock.

Since January 1, 2016,2019, the Company paid the Manager cash dividends on shares held for the following periods:

     
            Declared Period Covered $ per Share Record Date Payable Date Cash Paid to Manager
(in thousands)
October 30, 2017  Third quarter 2017  $1.42   November 13, 2017   November 16, 2017   (1) 
August 1, 2017  Second quarter 2017   1.38   August 14, 2017   August 17, 2017  $6,941 
May 2, 2017  First quarter 2017   1.32   May 15, 2017   May 18, 2017   6,332 
February 17, 2017  Fourth quarter 2016   1.31   March 3, 2017   March 8, 2017   6,080 
October 27, 2016  Third quarter 2016   1.29   November 10, 2016   November 15, 2016   5,620 
July 28, 2016  Second quarter 2016   1.25   August 11, 2016   August 16, 2016   8,743 
April 28, 2016  First quarter 2016   1.20   May 12, 2016   May 17, 2016   6,981 
February 18, 2016  Fourth quarter 2015   1.15   March 3, 2016   March 8, 2016   6,510 
DeclaredPeriod Covered$ per
Share
Record DatePayable DateCash Paid to Manager
(in millions)
February 14, 2020Fourth quarter 20191.00 March 6, 2020March 11, 2020$13 
October 29, 2019Third quarter 20191.00 November 11, 2019November 14, 201913 
July 30, 2019Second quarter 20191.00 August 12, 2019August 15, 201913 
April 29, 2019First quarter 20191.00 May 13, 2019May 16, 201913 
February 14, 2019Fourth quarter 20181.00 March 4, 2019March 7, 201913 

(1)The amount of dividends payable to the Manager for the third quarter of 2017 will be determined on November 13, 2017, the record date.


Under the Management Services Agreement, subject to the oversight and supervision of the Company’s Board, of Directors, the Manager is responsible for and oversees the management of the Company’s operating businesses. In addition, the Manager has the right to appoint the Chairman of the Board, of the Company, subject to minimum equity ownership, and to assign, or second, to the Company, two of its employees to serve as chief executive officer and chief financial officer of the Company and seconds or makes other personnel available as required.


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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

10. Related Party Transactions  – (continued)

In accordance with the Management Services Agreement, the Manager is entitled to a monthly base management fee based primarily on the Company’s market capitalization, and potentially a quarterly performance fee based on total shareholderstockholder returns relative to a U.S. utilities index. Currently, the Manager has elected to reinvest the future base management fees and performance fees, if any, in additional shares. For the quarter and nine months ended September 30, 2017,2020, the Company incurred base management fees of $17.9$5 million and $54.6$16 million, respectively. Forrespectively, compared with $8 million and $23 million for the

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
13. Related Party Transactions (continued)


quarter and nine months ended September 30, 2016,2019, respectively. The Company did not incur any performance fees for the Company incurredquarter and nine month periods ended September 30, 2020 and 2019.
Effective November 1, 2018, the Manager waived two elements of the base management fees of $18.4 million and $49.6 million, respectively. No performance fees were generated in any of the above periods.

For the quarter ended June 30, 2015, the Company incurred a performance fee of $135.6 million. In July 2015, the Board requested, and the Manager agreed, that $67.8 million of the performance fee be settled in cash in July 2015 to minimize dilution. The remaining $67.8 million obligation was settled and reinvested in 944,046 shares by the Manager on August 1, 2016. In all of the periods shown below, our Manager elected to reinvest any fees to which it was entitled under the terms of the Management Services Agreement. In effect, the waivers cap the base management fee at 1% of the Company’s equity market capitalization less any cash balances at the holding company. The waiver applies only to the calculation of the base management fees and not to the remainder of the Management Services Agreement. The Manager reserves the right to revoke the waivers and revert to the prior terms of the Management Services Agreement, subject to providing the Company with not less than a one year notice. A revocation of the waiver would not trigger a recapture of previously waived fees. As part of the Disposition Agreement entered into between the Company and its Manager, discussed below, the Manager has agreed not to revoke the waiver during the term of the Disposition Agreement.

Disposition Agreement
To facilitate the Company’s pursuit of strategic alternatives, the Company announced that it has entered into a Disposition Agreement (Disposition Agreement) with its Manager on October 30, 2019 (see Exhibit 10.3 of the Form 10-K filed on February 25, 2020). Outside of the Disposition Agreement, the Company has limited ability to terminate the Management Services Agreement. The Disposition Agreement provides for the termination of the Company’s external management relationship with its Manager as to any businesses, or substantial portions thereof, that are sold (including if the Company itself is sold). In connection therewith, the Company will make a payment to its Manager of approximately 2.9% to 6.1% of the net proceeds generated in the event of such sales, subject to a minimum amount of payments for all sales in the aggregate in the event of a Qualifying Termination Event (QTE) of (i) $50 million plus (ii) 1.5% multiplied by proceeds in excess of $500 million in the aggregate. A ‘‘QTE’’ means (i) the sale of the Company or (ii) a transaction or series of transactions resulting in a third party or parties acquiring all the assets of the Company. The Disposition Agreement provides that the Management Services Agreement will terminate upon the occurrence of a QTE or upon mutual agreement of the parties. If the Management Services Agreement has not been terminated prior to the sixth anniversary of the Disposition Agreement, its Manager and its independent directors will engage in reasonable, good faith discussions regarding a potential internalization or other framework for a termination of the Management Services Agreement.
The Disposition Agreement provides that if a QTE occurs on or prior to January 1, 2022 (subject to extension under certain circumstances for up to six months thereafter), then the Company will pay its Manager an additional shares.

payment of $25 million. The Disposition Agreement further provides that its Manager will receive a make-whole payment following a QTE, to the extent that the aggregate management fees paid to its Manager through the date of the QTE were less than (i) $20 million per year for the two years following the date of the Disposition Agreement and (ii) $10 million per year for any period thereafter. In addition, following a QTE, its Manager will be paid in cash all accrued and unpaid management fees, including fees of $8.5 million waived in accordance with the Limited Waiver, which waived fees would have been payable through October 31, 2019. The Manager has agreed not to exercise its right to retract the Limited Waiver for periods after October 31, 2019 and prior to the termination of the Disposition Agreement. The Disposition Agreement will terminate on the earlier to occur of (i) the termination of the Management Services Agreement and (ii) the sixth anniversary of the agreement, subject to extension under certain circumstances if a transaction is pending.

On November 8, 2020, the Company entered into an agreement pursuant to which it will sell its IMTT business. Following closing of the sale, the Company currently expects to pay a disposition payment to its Manager of approximately $28 million calculated in accordance with the terms of the Disposition Agreement.
The unpaid portion of the base management fees and performance fees, if any, at the end of each reporting period is included in the line itemDue to Manager-related party in the consolidated condensed balance sheets.

The following table shows the Manager's reinvestment of its base management fees and performance fees, if any, in shares:
   
Period Base Management
Fee Amount
($ in Thousands)
 Performance
Fee Amount
($ in Thousands)
 Shares
Issued
2017 Activities:
               
Third quarter 2017 $17,954  $  —   240,674(1) 
Second quarter 2017  18,433      233,394 
First quarter 2017  18,223      232,398 
2016 Activities:
               
Fourth quarter 2016 $18,916  $   230,773 
Third quarter 2016  18,382      232,488 
Second quarter 2016  16,392      232,835 
First quarter 2016  14,796      234,179 
51

(1)The Manager elected to reinvest all of the monthly base management fees for the third quarter of 2017 in shares. The Company issued 240,674 shares for the quarter ended September 30, 2017, including 81,741 shares that were issued in October 2017 for the September 2017 monthly base management fee.


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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
13. Related Party Transactions (continued)


PeriodBase Management
Fee Amount
($ in millions)
Performance
Fee Amount
($ in millions)
Shares
Issued
2020 Activities:
Third quarter 2020$$172,976(1)
Second quarter 2020146,452
First quarter 2020181,617 
2019 Activities:
Fourth quarter 2019$$208,881 
Third quarter 2019201,827 
Second quarter 2019192,103 
First quarter 2019184,448 
___________
(1)The Manager elected to reinvest all monthly base management fees for the third quarter of 2020 in new primary shares. The Company issued 172,976 shares for the quarter ended September 30, 2020, including 63,279 shares that were issued in October 2020 for the September 2020 monthly base management fee.
The Manager is not entitled to any other compensation and all costs incurred by the Manager, including compensation of seconded staff, are paid by the Manager out of its base 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, income taxes, audit and legal fees, acquisitions and dispositions, and its compliance with applicable laws and regulations. During the quarter and nine months ended September 30, 2017,2020, the Manager charged the Company $284,000$6,000 and $729,000,$310,000, respectively, for reimbursement of out-of-pocket expenses compared with $132,000$76,000 and $436,000$653,000, respectively, for the quarter and nine months ended September 30, 2016, respectively.2019. The unpaid portion of the out-of-pocket expenses at the end of the reporting period is included inDue to Manager-related party in the consolidated condensed balance sheets.

During the nine months ended September 30, 2020, and 2019, the Company expensed $60,000 and $294,000, respectively, in legal fees incurred by the Manager related to the Shareholder Litigation. For additional information, see Note 14, "Legal Proceedings and Contingencies", for further discussions.

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MACQUARIE INFRASTRUCTURE CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

10. Related Party Transactions  – (continued)

Macquarie Group - Other Services

The Company uses the resources of the Macquarie Group with respect to a range of advisory, procurement, insurance, hedging, lending, and other services. Engagements involving members of the Macquarie Group are reviewed and approved by the Audit Committee of the Company’s Board of Directors.Board. Macquarie Group affiliates are engaged on an arm’s length basis and frequently as a member of a syndicate of providers whose other members establish the terms of the interaction.

Advisory Services

The Macquarie Group, and wholly-owned subsidiaries within the Macquarie Group, including Macquarie Bank Limited (MBL) and Macquarie Capital (USA) Inc. (MCUSA) have provided various advisory and other services and incurred expenses in connection with the Company’s equity raising activities, acquisitions, and debt structuring for the Company and its businesses. Underwriting fees are recorded in stockholders’ equity as a direct cost of equity offerings. Advisory fees and out-of-pocket expenses relating to acquisitions are expensed as incurred. Debt arranging fees are deferred and amortized over the term of the credit facility.

In October 2016, the Company completed an underwritten public offering of $402.5 million of aggregate principal amount of convertible senior notes. MCUSA served as an underwriter in this offering and received $403,000 from the Company for such services.

On June 24, 2015, the Company commenced the ATM program where the Company may offer and sell shares of its common stock, par value $0.001 per share, from time to time having an aggregate gross offering price of up to $400.0 million. These sales, if any, will be made pursuant to the terms of an equity distribution agreement entered into between the Company and the sales agents, with MCUSA being one of the sales agents. Under the terms of the equity distribution agreement, the Company may also sell shares to any sales agent as principal for its own account at a price agreed upon at the time of the sale. For the nine months ended September 30, 2017 and 2016, the Company did not engage MCUSA for such activities.

Long-Term Debt

Atlantic Aviation’s $70.0 million revolving credit facility was provided by various financial institutions, including MBL which provided $15.7 million. For the quarter and nine months ended September 30, 2016, Atlantic Aviation incurred and paid $30,000 and $88,000, respectively, in interest expense related to MBL’s portion of the revolving credit facility. In October 2016, the revolving credit facility was terminated in conjunction with the completion of the refinancing of Atlantic Aviation’s new credit facility.

The Company has a $410.0$600 million senior secured revolving credit facility at the holding company that is provided by various financial institutions, of which $50.0level where Macquarie Capital Funding LLC has a $40 million is provided by MIHI LLC.commitment. For the quarter and nine months ended September 30, 2017,2020, the Company incurred $47,000 and $116,000, respectively, in interest expense of $203,000 and $564,000, respectively, related to MIHIMacquarie Capital Funding LLC’s portion of the MIC senior secured revolving credit facility compared with $82,000$45,000 and $184,000$120,000 for the quarter and nine months ended September 30, 2016,2019, respectively.

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MACQUARIE INFRASTRUCTURE CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
13. Related Party Transactions (continued)


Other Transactions

Macquarie Energy North America Trading, Inc. (MENAT), an

From time to time, indirect subsidiary ofsubsidiaries within Macquarie Group Limited, enteredmay enter into contracts with IMTT to lease capacity. At March 31, 2017, MENAT leased 200,000 barrels of capacity from IMTT. The contracts expired during the quarter ended June 30, 2017. DuringFor the nine months ended September 30, 2017, IMTT recognized $907,000 in revenues2020, revenue from MENAT. At September 30, 2016, MENAT leased 98,000 barrels of capacity and IMTT recognized $448,000 and $3.5these contracts totaled approximately $2 million in revenuescompared with approximately $1 million for the quarter and nine months ended September 30, 2016, respectively.

2019.

Other Related Party Transactions
In the nine months ended September 30, 2020, the Company incurred $25,000 for advisory services from a former Board member.

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MACQUARIE INFRASTRUCTURE CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

11. Income Taxes

The Company expects to incur federal consolidated taxable income for the year ending December 31, 2017, which will be fully offset by the Company’s net operating loss (NOL) carryforwards. The Company believes that it will be able to utilize all of its federal prior year NOLs, which will begin to expire after 2028 and completely expire after 2035.

12.

14. Legal Proceedings and Contingencies

The Company and its subsidiaries are subject to legal proceedings arising in the ordinary course of business. In management’s opinion, the Company has adequate legal defenses and/or insurance coverage with respect to the eventuality of such actions and does not believe the outcome of any pending legal proceedings will be material to the Company’s financial position or result of operations.

13. Subsequent Events

Dividend

Shareholder Litigation
On October 30, 2017,April 23, 2018, a complaint captioned City of Riviera Beach General Employees Retirement System v. Macquarie Infrastructure Corp., et al., Case 1:18-cv-03608 (VSB), was filed in the Board of Directors declared a dividend of $1.42 per shareUnited States District Court for the quarter ended SeptemberSouthern District of New York. A substantially identical complaint captioned Daniel Fajardo v. Macquarie Infrastructure Corporation, et al., Case No. 1:18-cv-03744 (VSB) was filed in the same court on April 27, 2018. Both complaints asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder on behalf of a putative class consisting of all purchasers of MIC common stock between February 22, 2016 and February 21, 2018. The named defendants in both cases were the Company and four current or former officers of MIC and one of its subsidiaries, IMTT Holdings LLC. The complaints in both actions allege that the Company and the individual defendants knowingly made material misstatements and omitted material facts in its public disclosures concerning the Company’s and IMTT’s business and the sustainability of the Company’s dividend to stockholders. On January 30, 2017,2019, the Court issued an opinion and order consolidating the two cases, appointing Moab Partners, L.P. (Moab) as Lead Plaintiff and approving Moab’s selection of lead counsel. On February 20, 2019, Moab filed a consolidated class action complaint. In addition to the claims noted above, the consolidated class action complaint also asserts claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 relating to the Company’s November 2016 secondary public offering of common stock. The consolidated amended complaint also adds Macquarie Infrastructure Management (USA) Inc., Barclays Capital Inc. and seven additional current or former officers or directors of MIC as defendants. On April 22, 2019, the Company and the other defendants filed motions to dismiss the consolidated class action complaint in its entirety, with prejudice. Briefing concluded on July 22, 2019. The Company intends to continue to vigorously contest the claims asserted, which is expected to be paidthe Company believes are entirely meritless.
On August 9, 2018, a shareholder derivative complaint captioned Phyllis Wright v. Liam Stewart, et al., Case No. 1:18-cv-07174 (VSB), was filed in the United States District Court for the Southern District of New York. A substantially identical complaint captioned Raymond Greenlee v. James Hooke, et al., Case No. 1:18-cv-09339 (VSB) was filed in the same court on October 12, 2018. A third and substantially similar shareholder derivative complaint captioned Kim Johnson v. Liam Stewart, et al., Case No. 1:18-cv-011062 (VSB) was filed in the same court on November 16, 201727, 2018. Each of the shareholder derivative complaints assert derivative claims on behalf of the Company against certain of its current and former officers and directors arising out of the same subject matter at issue in the City of Riviera Beach and Fajardo complaints discussed above. The causes of action asserted include violation of Section 14(a) of the Securities Exchange Act of 1934, breach of fiduciary duties, waste of corporate assets, unjust enrichment, and aiding and abetting breach of fiduciary duty. A motion to holdersconsolidate the three actions is currently pending. Proceedings in the Wright, Greenlee, and Johnson cases are otherwise stayed pending resolution of record on November 13, 2017.

the motions to dismiss the securities class actions described above. The Company expects that the named defendants will vigorously contest the claims asserted in the
Wright, Greenlee, and Johnson complaints.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings

There have been no changes to legal proceedings set forth under Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2019, filed with the SEC on February 25, 2020, except for the following:
Shareholder Litigation
On April 23, 2018, a complaint captioned City of Riviera Beach General Employees Retirement System v. Macquarie Infrastructure Corp., et al., Case 1:18-cv-03608 (VSB), was filed in the United States District Court for the Southern District of New York. A substantially identical complaint captioned Daniel Fajardo v. Macquarie Infrastructure Corporation, et al., Case No. 1:18-cv-03744 (VSB) was filed in the same court on April 27, 2018. Both complaints asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder on behalf of a putative class consisting of all purchasers of MIC common stock between February 22, 2016 and February 21, 2017.

2018. The named defendants in both cases were the Company and four current or former officers of MIC and one of its subsidiaries, IMTT Holdings LLC. The complaints in both actions allege that the Company and the individual defendants knowingly made material misstatements and omitted material facts in its public disclosures concerning the Company’s and IMTT’s business and the sustainability of the Company’s dividend to stockholders. On January 30, 2019, the Court issued an opinion and order consolidating the two cases, appointing Moab Partners, L.P. (Moab) as Lead Plaintiff and approving Moab’s selection of lead counsel. On February 20, 2019, Moab filed a consolidated class action complaint. In addition to the claims noted above, the consolidated class action complaint also asserts claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 relating to the Company’s November 2016 secondary public offering of common stock. The consolidated amended complaint also adds Macquarie Infrastructure Management (USA) Inc., Barclays Capital Inc. and seven additional current or former officers or directors of MIC as defendants. On April 22, 2019, the Company and the other defendants filed motions to dismiss the consolidated class action complaint in its entirety, with prejudice. Briefing concluded on July 22, 2019. The Company intends to continue to vigorously contest the claims asserted, which the Company believes are entirely meritless.

On August 9, 2018, a shareholder derivative complaint captioned Phyllis Wright v. Liam Stewart, et al., Case No. 1:18-cv-07174 (VSB), was filed in the United States District Court for the Southern District of New York. A substantially identical complaint captioned Raymond Greenlee v. James Hooke, et al., Case No. 1:18-cv-09339 (VSB) was filed in the same court on October 12, 2018. A third and substantially similar shareholder derivative complaint captioned Kim Johnson v. Liam Stewart, et al., Case No. 1:18-cv-011062 (VSB) was filed in the same court on November 27, 2018. Each of the shareholder derivative complaints assert derivative claims on behalf of the Company against certain of its current and former officers and directors arising out of the same subject matter at issue in the City of Riviera Beach and Fajardo complaints discussed above. The causes of action asserted include violation of Section 14(a) of the Securities Exchange Act of 1934, breach of fiduciary duties, waste of corporate assets, unjust enrichment, and aiding and abetting breach of fiduciary duty. A motion to consolidate the three actions is currently pending. Proceedings in the Wright, Greenlee, and Johnson cases are otherwise stayed pending resolution of the motions to dismiss the securities class actions described above. The Company expects that the named defendants will vigorously contest the claims asserted in the Wright, Greenlee, and Johnson complaints.
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Item 1A. Risk Factors

There have been no material changes to the risk factors set forth under Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2019, filed with the SEC on February 21, 2017.

25, 2020, except as follows:

Risks Related to the IMTT Transaction
The IMTT Transaction is contingent on a number of conditions, and may not be completed on the terms or timeline currently contemplated or at all.
The consummation of the IMTT Transaction is subject to various conditions, including, among others, receipt of regulatory approvals, accuracy of representations and warranties and receipt of certain consents and waivers. If the IMTT Transaction is not completed for any reason, the price of our common stock may decline, and our business, financial condition and results of operations may be impacted, including: to the extent that the market price of our common stock reflects positive market assumptions that the IMTT Transaction will be completed and the related benefits will be realized; based on the significant expenses, such as legal and financial advisory services, which generally must be paid regardless of whether the IMTT Transaction is completed; and due to the risk that we will have forgone other opportunities in favor of the IMTT Transaction and committed time and resources of management to matters related to the IMTT Transaction instead of pursuing such other opportunities that could be beneficial, without realizing the benefits of having the IMTT Transaction completed. Under certain circumstances, Purchaser may be obligated to pay a termination fee, but such fee may not adequately compensate us for our losses if the IMTT Transaction is not completed.
While the IMTT Transaction is pending, IMTT will be subject to risks and uncertainties and contractual restrictions that could disrupt its business or negatively impact our stock price.
The announcement and pendency of the IMTT Transaction could cause disruptions and create uncertainty surrounding IMTT’s business and affect its relationships with customers, suppliers and business partners. These uncertainties could cause customers, suppliers and others that deal with us and/or IMTT to seek to change existing business relationships. In addition, employee retention could be negatively impacted during the pendency of the sale. Pending completion of the IMTT Transaction, the attention of our management may be focused on the IMTT Transaction and related matters, and diverted from other opportunities that might benefit us. In addition, pursuant to the Purchase Agreement, prior to closing we have agreed to conduct the IMTT business in the ordinary course and not to undertake certain actions without the written consent of Purchaser. These restrictions could prevent IMTT from pursuing certain beneficial business opportunities. All of these uncertainties could adversely affect our business, financial condition and results of operations, and could negatively impact the market price of our common stock.
After completion of the IMTT Transaction, we may be more susceptible to adverse events, and we may not be able to use the proceeds from the IMTT Transaction as intended.
If the IMTT Transaction is completed, we will have divested the IMTT business and we will be subject to concentration of the risks that affect our retained businesses. After completion of the IMTT Transaction, we will have fewer assets and may experience decreases in earnings and cash flow and increases in operating costs or other expenses. The market price of our common stock may decrease, and our common stock may be more susceptible to market fluctuations. In addition, if there are significant adverse changes in our business prospects, the industries in which we operate, or in market and economic conditions generally, we may not be able to use the proceeds from the IMTT Transaction as currently intended.
Due to the effect of the classification of IMTT as a discontinued operation, our historical filed consolidated financial statements are not comparable to the quarterly consolidated financial statements included in this report.
Our quarterly consolidated results of operations included in this report reflect as discontinued operations the results of operations of our IMTT business. The consolidated balance sheets contained in this report include assets of continuing operations as well as the assets held for sale of our IMTT business, and our consolidated statements of cash flows include the cash flows of both our continuing and discontinued operations for the periods presented. Our historical filed annual consolidated financial statements currently do not reflect reporting of discontinued operations for the IMTT business. Accordingly, they are not comparable to the quarterly consolidated financial statements included in this report or any of our future consolidated financial results.

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Risks Related to COVID-19
COVID-19 is adversely impacting our businesses and could have a material adverse effect on our results of operations, financial condition, liquidity, capital expenditures and the trading value of our securities.
COVID-19 has negatively impacted the global economy, disrupted financial markets, disrupted supply chains, significantly reduced travel and interrupted business activity. Federal, state, and local governments have implemented mitigation measures including travel restrictions, stay-at-home orders, border closings, restrictions on public gatherings, social distancing, shelter-in-place restrictions, and limitations on business operations. Although the Company’s businesses are considered essential services, these government actions have adversely affected the ability of our employees, customers, suppliers, and other business partners to conduct business activities, and could do so for an extended period of time. This could have a material adverse effect on our results of operations, financial condition, liquidity, capital expenditures and the trading value of our securities. Risks include:
Impact on demand for our services and supply chain disruption. Restrictions on travel, public gatherings and stay-at-home orders have significantly reduced the demand for Atlantic Aviation’s services, including jet fuel sales and ancillary services. Tourism in Hawaii has significantly declined, resulting in the scaling back or closure of hotels and restaurants, which has significantly reduced the volume of gas required by Hawaii Gas’ commercial and industrial customers. We cannot predict whether the continued impact of the pandemic will permanently change our customers' behavior, such as a permanent reduction in business travel or a general reluctance to use air travel for leisure, which could materially impact our businesses. In addition, disruptions in the supply chain could result in delay or an inability to obtain products, supplies and services needed in our operations.
Impact on employees and on cybersecurity. Many of our management and office personnel are working remotely, and many employees at our facilities are working reduced hours, are on furlough and/or are abiding by social distancing procedures. In addition, our operations may be negatively affected by employee illness and quarantines. Further, our management team has been required to devote large amounts of time and resources to mitigate the impact of the pandemic, thereby diverting attention from other Company priorities. In addition, the large scale remote working environment increases the risks posed by information technology systems breaches.
Impact on liquidity and financial metrics. The ongoing effect of the pandemic on our business has impacted our liquidity position and the cost of and ability to access funds from financial institutions and the capital markets, has caused a deterioration in our financial metrics or the business environment that has negatively impacted our credit ratings, and could make it more difficult to meet the financial covenants in our credit facilities.
Impact on capital expenditures and costs. We are reviewing and deferring certain non-essential capital expenditures, including certain growth capital expenditures. If we are unable to deploy growth capital as planned, our long-term development prospects and ability to meet competitive challenges could be negatively impacted. We are also experiencing an increase in costs associated with the Company’s pandemic response measures.
Impact on our customers' ability to pay. The pandemic's impact on the financial condition and operating results of our customers, and on the business environment generally, may result in delayed payments from customers and uncollectable accounts receivable, and could also result in the bankruptcy, insolvency or cessation of the business of certain of our customers.
Impact on trading and asset value. COVID-19 has resulted in volatile trading markets and meaningfully lower stock prices for many companies, including the trading price of our common stock. In addition, the ongoing impact of the pandemic on our businesses could cause an impairment to goodwill or long-lived assets of the Company.
Impact on our pursuit of strategic alternatives. In October 2019, we announced that we were pursuing strategic alternatives, which could result in, among other things, a sale of one or more of our businesses or potentially of the Company. COVID-19 has adversely affected economies and financial markets worldwide, impacted our stock price, affected the availability of financing, restricted travel and business activity, and adversely impacted the businesses of parties that may be interested in engaging in a strategic transaction. These effects have slowed our process of pursuing strategic alternatives, and may make it more difficult for us to complete any strategic transactions at favorable valuations or at all.
The effects of COVID-19 on our businesses may continue for an extended period, and the ultimate impact on the Company of the pandemic will depend on future developments which are highly uncertain and cannot be predicted including, without limitation, the duration and severity of the pandemic, the duration of governmental mitigation measures, the effectiveness of the actions taken to contain and treat the disease, and the length of time it takes for normal economic and operating conditions to resume. The situation surrounding COVID-19 remains fluid and the potential for material effects on our operating results, financial condition and liquidity increases the longer the pandemic impacts activity levels in the U.S. and globally.
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COVID-19 has significantly reduced demand for Atlantic Aviation’s products and services.
The general reaction to COVID-19, as well as governmental travel restrictions, quarantines, shelter in place orders and prohibitions on large public gatherings, and the deterioration in economic conditions, have significantly reduced GA activity and the demand for Atlantic Aviation’s products and services. The sustained impact of COVID-19 could have a material adverse effect on the results of operations, financial condition, and liquidity of Atlantic Aviation.
COVID-19 has significantly reduced demand for Hawaii Gas’ products and services, and Hawaii Gas may experience supply chain disruption.
COVID-19 has greatly reduced the number of visitors to Hawaii, which has significantly reduced the demand for gas from Hawaii Gas' customers, particularly hotels and restaurants. Hawaii Gas’ synthetic natural gas (SNG) plant is subject to minimum operating thresholds, and if demand declines such that the SNG plant is not producing the requisite daily volume of SNG to operate safely, the plant will be required to stop production until minimum thresholds can again be met. While Hawaii Gas has developed and tested alternative plans to continue delivery of gas to its utility customers in the event production at the SNG plant is stopped, there can be no assurances that these alternative plans would operate as designed or be as effective and efficient from an operating or financial performance perspective as operating the SNG plant to produce gas. Additionally, the reliability and pricing of the feedstock supply for the SNG plant could be adversely impacted by COVID-19, potentially resulting in higher cost of gas which would be passed onto Hawaii Gas' customers. The sustained impact of COVID-19 could have a material adverse effect on the results of operations, financial condition, and liquidity of MIC Hawaii.
COVID-19 could negatively impact IMTT’s business.
Although IMTT has recently experienced an increase in storage demand, the sustained impacts of COVID-19 could result in decreased demand for certain products that IMTT stores and for certain ancillary services (such as heating, blending and transportation) that IMTT provides. In addition, IMTT’s New York Harbor and Lower Mississippi River operations are located in geographic areas that have been severely affected by the pandemic, and IMTT could be negatively impacted by employee illness, quarantines and governmental orders and health directives put in place as mitigation measures. COVID-19 could adversely impact the operating results, financial condition, and liquidity of IMTT.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

An exhibit index has been filed as part of this Report on page E-1E-1 and is incorporated herein by reference.


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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.

EXHIBIT INDEX
NumberMACQUARIE INFRASTRUCTURE CORPORATION
(Registrant)
Description
Dated: November 1, 2017

By:

/s/ James Hooke

Name:  James Hooke
Title:  Chief Executive Officer

Dated: November 1, 2017

By:

/s/ Liam Stewart

Name:  Liam Stewart
Title:  Chief Financial Officer


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EXHIBIT INDEX

NumberDescription
3.1
4.1Registration Rights Agreement, dated August 8, 2017, by and among Macquarie Infrastructure Corporation, WDE Epic Aggregate LLC, BWE Epic Holdings I-A, L.P. and BWE Epic Holdings I, L.P. (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on August 14, 2017).
101.0* 101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104The following materialscover page from the Registrant's Quarterly Report on Form 10-Q of Macquarie Infrastructure Corporation for the quarter ended September 30, 2017, filed on November 1, 2017,2020, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Condensed Balance Sheets as of September 30, 2017 (Unaudited)XBRL and December 31, 2016, (ii) the Consolidated Condensed Statements of Operations for the quarters and nine months ended September 30, 2017 and 2016 (Unaudited), (iii) the Consolidated Condensed Statements of Comprehensive Income for the quarters and nine months ended September 30, 2017 and 2016 (Unaudited), (iv) the Consolidated Condensed Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (Unaudited) and (v) the Notes to Consolidated Condensed Financial Statements (Unaudited).contained in Exhibit 101.

___________
*    Filed herewith.
**    Furnished herewith.

E-1

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.
*Filed herewith.
**
MACQUARIE INFRASTRUCTURE CORPORATION
(Registrant)
Furnished herewith.
Dated: November 9, 2020By:/s/ Christopher Frost
Name: Christopher Frost
Title:  Chief Executive Officer
Dated: November 9, 2020By:/s/ Nick O'Neil
Name: Nick O'Neil
Title:  Chief Financial Officer

E-1