and dividends from our investments in Macquarie Communications Infrastructure Group, or MCG, and South East Water, or SEW, through directly owned holding companies that we have formed to hold our interest in each business and investment.

Distributions received from our businesses and investments net of taxes, are available first to meet management fees and corporate overhead expenses then to fund ~~dividend~~distribution payments by the Company to the Trust for payment to holders of trust stock. Base and performance management fees payable to our Manager are allocated ~~between~~among the Company and ~~the directly owned~~its operating company subsidiaries based on the Company’s internal allocation policy.

~~The Company’s~~

On February 27, 2007, the board of directors declared ~~dividends~~a distribution of ~~$0.50~~$0.57 per share ~~per quarter during 2005 and an additional dividend of $0.0877 per share for the period ended December 31, 2004. These dividends were all paid in 2005 except the dividend~~ for the quarter ended December 31, ~~2005,~~2006, which ~~was declared on March 14, 2006 and~~ was paid on April ~~10, 2006~~9, 2007 to holders of record on April ~~5, 2006.~~

4, 2007. On May ~~4, 2006,~~3, 2007, the ~~Company’s~~ board of directors declared a ~~dividend~~distribution of ~~$0.50~~ $0.59 per share for the quarter ended March 31, ~~2006~~2007, payable on June ~~9, 2006~~8, 2007 to holders of record on June 5, ~~2006.~~

2007.

Refer to “Other Matters” at the end of this Item 2 for discussion of forward looking statements and certain defined terms.

Changes in ~~the~~ Fair Value of ~~Derivatives~~Derivative Instruments

~~As a result of~~

During 2006, the Company determined that its derivative instruments did not qualify as hedges for accounting purposes. We revised our ~~discovery of errors in the~~summarized quarterly financial information to eliminate hedge accounting treatment ~~of our derivative instruments, we have determined that we will not use hedge accounting through the remainder of 2006. Therefore,~~resulting in all changes in the fair value of ~~these~~our derivative instruments will be recorded as a pre-tax non-cash gain or loss in our income statement and will result in a corresponding after-tax increase or decrease in net income and EBITDA. For the third quarter of 2006, including all segments except for our district energy business, we expect to record a pre-tax lossbeing taken through earnings.

From January 2, 2007, changes in the fair value of interest rate derivatives designed as hedging instruments that effectively offset the variability of cash flows associated with variable-rate, long-term debt obligations will be reported in other comprehensive income. Any ineffective portion on the change in the ~~range~~valuation of ~~$18 million to $20 million~~our derivatives will be taken through earnings, and reported in the (loss) gain on aderivative instruments line in our consolidated ~~basis.~~

condensed statements of income.

Tax Treatment of Distributions

~~We currently estimate that~~

Each holder of the Trust’s stock will be required to include in ~~2006, none~~U.S. federal taxable income its allocable share of ~~our~~the Trust’s income, gain, loss deductions and other items. The amounts shareholders include in taxable income may not equal the cash distributions to shareholders.

Some of the ~~holders of our trust stock from our wholly-owned subsidiary, MIC Inc. are likely to~~distributions received by the Trust on its investment in Macquarie Infrastructure Company LLC may be ~~treated as dividend income for US federal income tax purposes, but rather as~~ a ~~return of capital. Distributions to holders of our trust stock that are treated as~~ return of capital for USU.S. federal income tax ~~purposes are generally not taxable in~~purposes. Therefore, the ~~hands~~amount we distribute to our shareholders may exceed their allocable share of the items of income and expense. The extent to which the distributions from Macquarie Infrastructure Company LLC will be characterized as dividend income cannot be estimated at this time. In some cases, distributions to holders toof the ~~extent that~~Trust’s stock may be less than the ~~total amount~~items of ~~such~~income.

If cash distributions ~~received does not~~ exceed the ~~holders’~~allocable items of income and deductions, the shareholder’s tax basis in its investment will generally be decreased by the ~~trust stock. Instead such distributions that are not in~~ excess, increasing the potential capital gain on the sale of the ~~holders’ tax basis~~stock. Correspondingly, if the cash distributions are less than the allocable items of income and deductions, there will be an increase in the ~~trust stock will reduce such holders’ tax~~shareholders basis and reduction in the ~~trust stock resulting in more~~potential capital gain or less capital loss upon ultimate disposal of the trust stock. We currently estimate that distributions from MIC Inc., net of allocated expenses, will be between $35 million and $40 million in 2006, representing from 61% to 70% of the total distributions expected to be received by the company from our businesses and investments in calendar year 2006. In our 2005 tax year, our distributions from our investment in SEW were not deemed to qualify for the reduced rates applicable to qualified dividend income. We have since restructured our investment such that distributions expected to be received in 2006, amounting to approximately $5.9 million, will qualify for the lower rates applicable to qualified dividend income.

~~Beyond 2006, the~~gain.

The portion of our distributions that will be treated as dividends, interest or return of capital for USU.S. federal income tax purposes is subject to a number of uncertainties. We currently anticipate that substantially all of the

portion of our regular distributions that are treated as dividends for USU.S. federal income tax purposes should be characterized as qualified dividend income.

~~Recent~~Other Tax Matters

A recent pronouncement by the IRS questions the characterization of entities with structures like ours as grantor trusts and ~~Pending Acquisitions~~

~~See Note 5, Pending~~ could change how we comply with our tax information reporting obligations. Depending on the resolution of these matters, we may be required to report allocable income, expense and credit items to the IRS and to shareholders on Schedule K-1, in addition to or instead of the letter we send to investors each year. A change in the characterization of the trust would not change shareholders' distributive share of items of income, gain, loss and expense of the Trust or the Company, nor would it change the income tax liability of the Trust or the Company.

If we are required, or reasonably likely to be required, to issue Schedule K-1s to shareholders, we would exchange all shares of outstanding trust stock for an equal number of LLC interests and, further, we intend to take all necessary steps to elect to be treated as a corporation for U.S. federal income tax purposes. In that case, we would have the same tax reporting obligations of a corporation (rather than a partnership) and would not be required to issue Schedule K-1s to shareholders.

Acquisitions and ~~Note 17, Subsequent Events, to~~Dispositions

Results of the ~~consolidated condensed financial statements~~operations of the Trajen acquisition in ~~Part I, Item I of this Form 10-Q/A for further information on recent and pending acquisitions~~the airport services business and the ~~financing related to these acquisitions which is incorporated herein by reference.~~

~~On May 1, 2006, we completed~~acquisition of TGC are included in our consolidated results from the ~~purchase~~respective dates of newly issued common stock of IMTT Holdings Inc., formerly known as Loving Enterprises, Inc., the holding company for a group of companies and partnerships that own International-Matex Tank Terminals, or IMTT. As a result of this transaction, we own 50% of IMTT Holdings' issued and outstanding common stock. The Company has entered into, through a wholly-owned subsidiary, a Shareholders’ Agreement, or SHA, with IMTT Holdings, and the Current Shareholders of IMTT Holdings. The SHA provides, among other things, that minimum quarterly distributions of $14 million be paid to shareholders by IMTT Holdings ($7 million to the Current Shareholders, $7 million to the Company) beginning with the quarter ended June 30, 2006 through the quarter ending December 31, 2007. The minimum quarterly distribution may be reduced or eliminated in the event that the Board of IMTT Holdings determines that such distribution would result in IMTT Holdings having insufficient reserves with which to meet normal operating expenses and previously approved capital expenditures, or otherwise failing to comply with financing agreements and applicable law.

acquisition. Our interest in IMTT Holdings ~~will be~~Inc. is reflected in our equity in earnings and amortization charges of investee line in our financial statements from May 1, 2006.

Refer to our Annual Report on Form 10-K, filed with the SEC on March 1, 2007, for further details on these acquisitions, and also the dispositions of non-U.S. investments as discussed below.

Airport Services Business

On July 11, 2006, our airport services business acquired 100% of the shares of Trajen Holdings, Inc., or Trajen, the holding company for 23 fixed base operations, or FBOs, at airports in 11 states. With this acquisition, our airport services business owns and ~~will constitute~~operates a ~~new segment.~~

network of 40 FBOs and one heliport in the United States, the second largest such network in the industry.

The Gas Company, or TGC

We ~~have also entered into agreements to acquire~~acquired TGC ~~a Hawaii limited liability company which~~on June 7, 2006. TGC owns and operates the sole regulated gas production and distribution business in Hawaii as well as a propane sales and distribution business in ~~Hawaii, and Trajen,~~Hawaii.

IMTT

On May 1, 2006, we completed the purchase of newly issued common stock of IMTT Holdings Inc., the holding company for a group of companies ~~limited liability companies~~ and ~~limited~~ partnerships that operate as International-Matex Tank Terminals, or IMTT. As a result of this transaction, we own 50% of IMTT Holdings’ issued and outstanding common stock. We have entered into a shareholders’ agreement which provides, with some exceptions, for minimum aggregate quarterly distributions of $14.0 million to be paid by IMTT Holdings, or $7.0 million to us, through the quarter ending December 31, 2008.

Dispositions

On August 17, 2006, we sold our 16,517,413 stapled securities of Macquarie Communications Infrastructure Group (ASX: MCG) for $76.4 million. On October 2, 2006, we sold our 17.5% minority interest in the holding company for South East Water to HDF (UK) Holdings Limited and received net proceeds on the sale of approximately $89.5 million. On December 29, 2006, we sold our interest in Macquarie Yorkshire Limited, the holding company for its 50% interest in Connect M1-A1 Holdings Limited (the parent of the holder of the Yorkshire Link Concession in England) and received approximately $83.0 million in January 2007.

Pending Acquisitions

On December 21, 2006, the Company entered into a business purchase agreement and a membership interest purchase agreement to acquire 100% of the interests in entities that own and operate ~~21 FBOs at airports in 11 states.~~two fixed base operations, or FBOs. The total purchase price is a cash consideration of $85.0 million (subject to working capital adjustments). In addition ~~Trajen~~to the purchase price, it is anticipated that a further $4.5 million will be incurred to cover transaction costs, integration costs and reserve funding. The FBOs are located at Stewart International Airport in New York and Santa Monica Airport in California.

The Company expects to close the transaction through its airport services business. The Company expects to finance the purchase price and the associated transaction and other costs, in part, with $32.5 million of additional term loan borrowings under an expansion of the credit facility at its airport services business. The Company expects to pay the remainder of the purchase price and associated costs with cash on hand. The credit facility will continue to be secured by all of the assets and stock of companies within the airport services business.

On April 16, 2007, the Company entered into a stock purchase agreement with Mercury Air Centers, Inc., or Mercury, and its equity holders providing for:

the Company’s purchase (through its airport services business) on the closing date of 89% of the equity of Mercury (representing 100% of the common stock of Mercury at closing) from Allied Capital Corporation, Directional Aviation Group, LLC and David Moore;

the Company’s purchase on the closing date of a call option to acquire the remaining 11% of the equity of Mercury (in the form of voting preferred shares) from Kenneth Ricci, exercisable from October 1, 2007 through October 31, 2007, pursuant to an option agreement to be entered into at closing; and

the Company’s grant of a put option under the option agreement to Mr. Ricci to sell us his 11% of the equity of Mercury, exercisable from April 1, 2008 to April 30, 2008.

Mercury owns and operates 24 fixed base operations in the ~~process of acquiring 2 additional FBOs that are expected~~U.S. The aggregate purchase price, giving effect to ~~be a part~~our exercise of the ~~Company’s acquisition. Upon~~call option, is $427.0 million, subject to working capital and capital expenditure adjustments. In addition to the purchase price, the Company expects to incur transaction costs (including advisory fees), pre-funded capital expenditures and a debt service reserve totaling $29.2 million for a total cost of $456.2 million. The Company intends to fund a portion of the acquisition ~~TGC would constitute a new segment. Our~~ with $192.0 million two-year term loan borrowings by Mercury with the balance funded with the MIC Inc. acquisition credit facility and $20.0 million of available cash.

Results of Operations

Key Factors Affecting Operating Results

positive contributions from our acquisitions including:

acquisition of the Trajen ~~will be reflected~~network of 23 FBOs;

the acquisition of 50% of IMTT, which has declared a quarterly $7.0 million distribution since the second quarter of 2006. This distribution reduces our investments in unconsolidated businesses on our balance sheet and is not included in our statement of income;

the ~~results~~acquisition of TGC;

increased gross profit from our airport services ~~business segment from~~business;

higher base management fees due to our increased asset base, offset by lower performance fees; and

an increase in interest expense due to the ~~date of~~overall increase in our debt to fund our acquisitions. ~~Both transactions are subject to regulatory or~~

~~- 20 -~~

~~governmental approvals and other customary closing conditions.~~

~~RESULTS OF OPERATIONS~~

~~We recognized net income for the quarter ended March 31, 2006 of $7.6 million and net income for the quarter ended March 31, 2005 of $4.2 million. Consolidated performance was primarily driven by:~~

	•		38% increase in fuel revenue, due to the inclusion of the EAR acquisition and the rise in fuel prices generally, offset by an increase in our cost of fuel. Average dollar per gallon fuel margins continued to improve while volumes increased by approximately 2% at existing locations;

	•		~~a 26% increase in service revenue, reflecting the increased activity and 8 new locations in our parking business and the inclusion of EAR acquisition;~~

	•		~~higher management fees, including the $4.1 million performance fee earned by the manager in the first quarter which it has elected to reinvest in shares of trust stock;~~

	•		~~the recognition of dividend income of $2.7 million in the first quarter of 2006 from our investment in SEW, which in 2005 was received in the second quarter;~~

	•		~~unrealized gains on derivative instruments of $13.7 million recorded in the first quarter of 2006; and~~

	•		~~an increase in interest expense due to the overall increase in our debt to $611 million at the end of 2005, coupled with the overall increase in interest rates during 2005.~~

Our consolidated results of operations are summarized ~~below ($ in thousands):~~

Quarter Ended
March 31, 2006 March 31, 2005 Change
(restated) (restated)
$ $ $ %
Revenue

Revenue from fuel sales 41,992 30,241 11,751 38.9
Service revenue 42,904 34,152 8,752 25.6
Financing and equipment lease income 1,298 1,342 (44 ) (3.3 )

86,194 65,735 20,459 31.1

Costs and expenses

Cost of fuel sales 25,269 17,095 8,174 47.8
Cost of services 21,032 17,073 3,959 23.2

Gross profit
39,893 31,567 8,326 26.4
Selling, general and administrative expenses 23,950 19,345 4,605 23.8
Fees to manager 6,478 1,943 4,535 233.4
Depreciation expense 1,710 1,327 383 28.9
Amortization of intangibles 3,446 3,085 361 11.7

Operating income
4,309 5,867 (1,558 ) (26.6 )

Other income (expense)

Dividend income 2,651 — 2,651 —
Interest income 1,702 1,099 603 54.9
Interest expense (15,663 ) (7,758 ) (7,905 ) 101.9
Equity in earnings and amortization charges of investee 2,453 1,653 800 48.4
Unrealized gain on derivative instruments 13,675 4,343 9,332 214.9
Other expense, net (167 ) (915 ) 748 (81.7 )

Net income before income taxes and minority interests 8,960 4,289 4,671 —
Income tax expense 1,393 — 1,393 —

Net income before minority interests 7,567 4,289 3,278 —
Minority interests 6 51 (45 ) (88.2 )

Net income
7,561 4,238 3,323 78.4

below:

Quarter Ended March 31,


2007

2006

Change

$

$

$

%

($ in thousands) (unaudited)

Revenues



Revenue from product sales

110,648

41,992

68,656

163.5

Service revenue

57,086

42,904

14,182

33.1

Financing and equipment lease income

1,248

1,298

(50
)

(3.9
)
Total revenue

168,982

86,194

82,788

96.0

Costs and expenses

Cost of product sales

70,484

25,269

45,215

178.9

Cost of services

23,342

21,032

2,310

11.0

Gross profit

75,156

39,893

35,263

88.4

Selling, general and administrative

38,978

23,950

15,028

62.7

Fees to manager

5,561

6,478

(917
)

(14.2
)
Depreciation

3,891

1,710

2,181

127.5

Amortization of intangibles

6,928

3,446

3,482

101.0

Total operating expenses

55,358

35,584

19,774

55.6

Operating income

19,798

4,309

15,489

NM

Other income (expense)

Dividend income

—

2,651

(2,651
)

(100.0
)
Interest income

1,459

1,702

(243
)

(14.3
)
Interest expense

(17,566
)

(15,663
)

(1,903
)

12.1

Equity in earnings and amortization charges of investees

3,465

2,453

1,012

41.3

(Loss) gain on derivative instruments

(477
)

13,686

(14,163
)

(103.5
)
Other expense, net

(916
)

(178
)

(738
)

NM

Net income before income taxes and minority interests

5,763

8,960

(3,197
)

(35.7
)
Benefit (provision) for income taxes

2,045

(1,393
)

3,438

NM

Net income before minority interests

7,808

7,567

241

3.2

Minority interests

(69
)

6

(75
)

NM

Net income

7,877

7,561

316

4.2

——————
NM – Not meaningful

Gross Profit

The ~~$8.5 million~~ increase in our consolidated gross profit was due primarily to the acquisitions of ~~EAR~~Trajen on July 11, 2006 and ~~SunPark during the second half of 2005. The acquisitions added approximately $6.2 million in gross profit in~~TGC on June 7, 2006. Additionally, higher average dollar per gallon fuel margins at existing locations in our airport services business and higher average revenue per car out in our airport parking business contributed to increases in gross profit. These results reflect performance improvements over the corresponding period in

~~- 21 -~~

~~2005 and the prior quarter.~~

Selling, General and Administrative Expenses

The most significant factor in the increase in selling, general and administrative expenses ~~is $2~~was $14.9 million additional costs from ~~our airport services business’ acquisition made in~~ the ~~second half~~addition of ~~2005~~TGC and additional costs of $0.7 million at our parking business’ corporate office primarily to support a larger organization resulting from growth in number of locations. In addition to the acquisition, our airport services business’ selling, general and administrative costs increased $1.4 million due to Stock Appreciation Rights that were issued during 2006, additional utilities expense and additional credit card fees. Our corporate selling, general and administrative costs increased $0.6 million due primarily to costs related to an unsuccessful acquisition bid of approximately $400,000 and residual Sarbanes Oxley costs.

~~Our management fee paid to our Manager increased due to $4.1 million in performance fees~~Trajen not reflected in 2006 ~~compared to none in 2005, as well as a $0.4 million increase in the base fee due primarily to a higher market capitalization of MIC in 2006.~~

results.

Other Income (Expense)

Our dividend income in 2006 ~~consists~~consisted of ~~a dividend~~distributions declared by and received from ~~SEW. The comparable dividend from 2005 was both declared and received subsequent to~~SEW in the first quarter.

~~Interest income increased primarily as a result~~ We sold our investment in SEW in the third quarter of ~~higher interest rates on invested cash in~~ 2006.

Interest expense increased due mostly to a higher level of debt in 2006, primarily from the acquisitions made in the second and third quarters of 2006.

Our equity in earnings and amortization charges of investees comprises our equity in the earnings on our Yorkshire Link investment ~~increased primarily due to decreases~~for the first quarter of 2006 and our equity in the ~~fair value~~earnings of ~~interest rate swap liabilities that Yorkshire records in~~IMTT for the ~~income statement.~~first quarter of 2007.

The ~~decrease~~increase in other expense was due primarily to ~~$913,000~~foreign currency forward contracts settled during the first quarter of 2007, in ~~underwriting fees incurred in 2005 related~~addition to other foreign currency losses from settlement proceeds on the sale of our ~~acquisition of GAH.~~

foreign investments.

Income Taxes

For the 2006 year, the Company reported a net loss before taxes at the MIC Inc. level, for which it recorded an income tax benefit. The Company ~~recorded a~~also reported net income before taxes outside MIC Inc. that will not be subject to income taxes payable by the Company. The income derived from outside MIC Inc. was partially offset by the pre-tax loss at the MIC Inc. level, resulting in ~~the first quarter of 2005. However, as the Company was recently formed with no operating history, it recorded~~pre-tax income on a ~~full valuation allowance on the benefits of the pre-tax loss incurred. Therefore, the Company recorded no income tax benefit in the first quarter of 2005.~~

consolidated basis.

For the ~~2006~~2007 year, the Company projects a net loss before taxes at the MIC Inc. level, for which it expects to record an income tax benefit. The Company also projects ~~deriving~~a net ~~income before taxes~~loss outside MIC Inc. that will not be subject to income ~~tax~~taxes payable by the Company. ~~This income derived from outside MIC Inc. is projected to be partially offset by the pre-tax loss at the MIC Inc. level, resulting in projected pre-tax income on a consolidated basis.~~

Earnings Before Interest, Taxes, Depreciation and Amortization, or EBITDA

We have included EBITDA, a non-GAAP financial measure, on both a consolidated basis as well as for each ~~segment~~ of our consolidated businesses as we consider it to be an important measure of our overall performance. We believe EBITDA provides additional insight into the performance of our operating companies and our ability to service our obligations and support our ongoing ~~dividend~~distribution policy.

A reconciliation of net income to EBITDA, on a consolidated basis, is provided ~~below ($~~ below:


	Quarter Ended March 31,
	2007			2006		Change
	$			$		$		%
	($ in thousands) (unaudited)
Net income		7,877			7,561	316		4.2
Interest expense, net		16,107			13,961	2,146		15.4
Income taxes		(2,045	)		1,393	(3,438	)	NM
Depreciation(1)		6,357			3,998	2,359		59.0
Amortization(2)		6,928			3,446	3,482		101.0
EBITDA		35,224			30,359	4,865		16.0

——————

NM – Not meaningful

(1)

Includes depreciation expense of $1.4 million for the district energy business for the quarters ended March 31, 2007 and 2006, which is reported in ~~thousands):~~

Quarter Ended
March 31, 2006 March 31, 2005 Change
$ $ $ %

Net income (1) 7,561 4,238 3,323 78.4
Interest expense, net 13,961 6,659 7,302 109.7
Income taxes 1,393 — 1,393 —
Depreciation (2) 3,998 3,221 777 24.1
Amortization (3) 3,446 3,085 361 11.7

EBITDA $ 30,359 $ 17,203 13,156 76.5


~~(1)~~		~~Net income and EBITDA includes non-cash income relating to gain on derivative instruments of $13.7 million and $4.3~~cost of services in our statements of income. Also includes depreciation expense of $1.0 million and $865,000 for ~~the quarter ended March 31, 2006 and March 31, 2005, respectively.~~

~~(2)~~		~~Includes depreciation expense of $865,000 and $503,000 for the airport parking business for the quarters ended March 31, 2006~~

~~-22-~~


		and 2005, respectively, and $1.4 million and $1.4 million for the district energy business for the quarters ended March 31, 2006 and 2005, respectively, which is included in the cost of services on our consolidated condensed statement of operations.

~~(3)~~		Does not include $933,000 and $1.2 million of amortization expense related to intangible assets in connection with our investment in the toll road business for the quarters ended March 31, 2006 and 2005, respectively.

~~BUSINESS SEGMENT OPERATIONS~~

~~Airport Services Business~~

~~In the prior year,~~ the airport ~~services~~parking business ~~consisted~~for the quarters ended March 31, 2007 and 2006, respectively, which is reported in cost of ~~two reportable segments, Atlantic~~services. Does not include depreciation expense of $1.7 million in connection with our investment in IMTT for the quarter ended March 31, 2007, which is reported in equity in earnings and ~~AvPorts. These businesses~~amortization charges of investees in our statements of income.

(2)

Does not include amortization expense related to intangible assets in connection with our investment in the toll road business of $933,000 for the quarter ended March 31, 2006 or our investment in IMTT of $283,000 for the quarter ended March 31, 2007, which are ~~currently being integrated~~reported in equity in earnings and ~~managed together. Therefore, they are now combined into a single reportable segment. Results for prior periods have been restated to reflect the new combined segment.~~

amortization charges of investees in our statements of income.

Business Segment Operations

AIRPORT SERVICES BUSINESS

The following section summarizes the historical consolidated financial performance of our airport services business for the quarter ended March 31, ~~2006.~~2007. Information in the table below relating to existing locations in ~~2006~~2007 represents the results of our airport services business excluding the results of ~~EAR.~~the twenty three locations acquired from Trajen Holdings Inc., or Trajen. The acquisition column ~~below~~ and the total ~~2006~~2007 quarter results in the table below include the operating results of ~~EAR from~~Trajen for the ~~acquisition date~~ quarter ended March 31, 2007.

The performance of ~~August 12, 2005.~~the business reflects ongoing operations at 41 locations. The business has ceased operations at New Orleans – Lakefront airport as a result of the ongoing impact of hurricane Katrina on that airport. The airport services business continues to operate at New Orleans International airport and management does not believe that the cessation of operations at Lakefront will have a material impact on the performance or prospects of the business.

Key Factors Affecting Operating Results

	•		~~contribution of positive operating results from one FBO in Las Vegas acquired in August 2005;~~

	•		~~higher dollar per gallon fuel margins at existing locations and higher fuel volumes of approximately 2%;~~

	•		~~lower de-icing due to milder weather;~~

	•		~~continued increases in fuel prices;~~

	•		~~higher selling, general and administrative costs primarily relating to non-cash and accrued compensation expense; and~~

	•		~~higher interest costs from higher debt levels resulting from the refinancing in December 2005.~~

·
contribution of positive operating results from 23 FBOs from Trajen acquired in July 2006;
·
higher dollar per gallon fuel margins at existing locations and higher into-plane volumes;
·
lower fuel prices resulting in lower fuel sales revenue and costs of good sold;
·
higher other services gross profit due to increased de-icing;
·
increased expenses related to the acquisition of Trajen, including labor costs incurred for the re-branding and integration of the Trajen locations; and
·
higher interest expense from higher debt levels resulting from the increased borrowings related to the acquisition of Trajen in July 2006.

Quarter Ended March 31, ~~2006~~2007 Compared to Quarter Ended March 31, ~~2005~~

2006


	Existing Locations												Trajen			Total
	2007			2006			Change						Acquisition			2007			2006			Change
	$			$			$			%			$			$			$			$			%
	($ in thousands) (unaudited)
Revenue
Fuel revenue		41,601			41,992			(391	)		(0.9	)		28,246			69,847			41,992			27,855			66.3
Non-fuel revenue		22,922			18,179			4,743			26.1			8,291			31,213			18,179			13,034			71.7
Total revenue		64,523			60,171			4,352			7.2			36,537			101,060			60,171			40,889			68.0
Cost of revenue
Cost of revenue-fuel		23,489			25,270			(1,781	)		(7.0	)		17,089			40,578			25,270			15,308			60.6
Cost of revenue – non-fuel		2,466			2,331			135			5.8			955			3,421			2,331			1,090			46.8
Total cost of revenue		25,955			27,601			(1,646	)		(6.0	)		18,044			43,999			27,601			16,398			59.4
Fuel gross profit		18,112			16,722			1,390			8.3			11,157			29,269			16,722			12,547			75.0
Non-fuel gross profit		20,456			15,848			4,608			29.1			7,336			27,792			15,848			11,944			75.4
Gross profit		38,568			32,570			5,998			18.4			18,493			57,061			32,570			24,491			75.2
Selling, general and administrative expenses		19,735			18,698			1,037			5.5			10,800			30,535			18,698			11,837			63.3
Depreciation and amortization		4,414			4,413			1			—			3,549			7,963			4,413			3,550			80.4
Operating income		14,419			9,459			4,960			52.4			4,144			18,563			9,459			9,104			96.2
Interest expense, net		(5,193	)		(8,913	)		3,720			(41.7	)		(3,068	)		(8,261	)		(8,913	)		652			(7.3	)
Other expense		(29	)		(36	)		7			(19.4	)		6			(23	)		(36	)		13			(36.1	)
Unrealized (loss) gain on derivative instruments		(949	)		7,315			(8,264	)		(113.0	)		—			(949	)		7,315			(8,264	)		(113.0	)
Provision for income taxes		(3,270	)		(3,273	)		3			(0.1	)		(429	)		(3,699	)		(3,273	)		(426	)		13.0
Net income (1)		4,978			4,552			426			9.4			653			5,631			4,552			1,079			23.7
Reconciliation of net income to EBITDA:
Net income (1)		4,978			4,552			426			9.4			653			5,631			4,552			1,079			23.7
Interest expense, net		5,193			8,913			(3,720	)		(41.7	)		3,068			8,261			8,913			(652	)		(7.3	)
Provision for income taxes		3,270			3,273			(3	)		(0.1	)		429			3,699			3,273			426			13.0
Depreciation and amortization		4,414			4,413			1			—			3,549			7,963			4,413			3,550			80.4
EBITDA		17,855			21,151			(3,296	)		(15.6	)		7,699			25,554			21,151			4,403			20.8

——————

(1)

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

Existing Locations (NACH & MANA) EAR Total
($ in thousands) (unaudited) 2006 2005 Change Acquisition 2006 2005 Change
$ $ $ % $ $ $ $ %
Revenues

Fuel revenue 36,382 30,241 6,141 20.3 5,610 41,992 30,241 11,751 38.9
Non-fuel revenue 14,631 14,703 (72 ) (0.5 ) 3,548 18,179 14,703 3,476 23.6

Total revenue 51,013 44,944 6,069 13.5 9,158 60,171 44,944 15,227 33.9

Cost of Revenue

Cost of revenue-fuel 21,359 16,999 4,360 25.6 3,911 25,270 16,999 8,271 48.7
Cost of revenue-non-fuel 2,168 2,240 (72 ) (3.2 ) 163 2,331 2,240 91 4.1

Total cost of revenue 23,527 19,239 4,288 22.3 4,074 27,601 19,239 8,362 43.5

Fuel gross profit 15,023 13,242 1,781 13.4 1,699 16,722 13,242 3,480 26.3
Non-fuel gross profit 12,463 12,463 — — 3,385 15,848 12,463 3,385 27.2

Gross Profit 27,486 25,705 1,781 6.9 5,084 32,570 25,705 6,865 26.7

Selling, general and administrative 16,606 15,365 1,241 8.1 2,092 18,698 15,365 3,333 21.7
Depreciation & amortization 3,661 3,466 195 5.6 752 4,413 3,466 947 27.3

Operating income 7,219 6,874 345 5.0 2,240 9,459 6,874 2,585 37.6

Unrealized gain on derivative instruments 7,315 3,914 3,401 86.9 7,315 3,914 3,401 86.9
Other expense (36 ) (923 ) (887 ) (96.1 ) — (36 ) (923 ) (887 ) (96.1 )
Interest expense, net (7,729 ) (3,424 ) 4,305 125.7 (1,184 ) (8,913 ) (3,424 ) 5,489 160.3

Provision for income taxes (2,903 ) (1,143 ) 1,760 154.0 (370 ) (3,273 ) (1,143 ) 2,130 186.4

~~-23-~~

Existing Locations (NACH & MANA) EAR Total
($ in thousands) (unaudited) 2006 2005 Change Acquisitions 2006 2005 Change
$ $ $ % $ $ $ $ %
Net income
3,866 5,298 (1,432 ) (27.0 ) 686 4,552 5,298 (746 ) (14.1 )

Reconciliation of net income to EBITDA:

Net income (1) 3,866 5,298 (1,432 ) (27.0 ) 686 4,552 5,298 (746 ) (14.1 )
Interest expense, net 7,729 3,424 4,305 125.7 1,184 8,913 3,424 5,489 160.3
Provision for income taxes 2,903 1,143 1,760 154.0 370 3,273 1,143 2,130 186.4
Depreciation and amortization 3,661 3,466 195 5.6 752 4,413 3,466 947 27.3

EBITDA (1) 18,159 13,331 4,828 36.2 2,992 21,151 13,331 7,820 58.7

~~(1)~~ ~~Net income and EBITDA includes non-cash income relating to derivatives instruments of $7.3 million and $3.9 million for the quarter ended March 31, 2006 and March 31, 2005, respectively.~~

~~-24-~~

Revenue and Gross Profit

Most of the revenue and gross profit in our airport services business is generated through fueling general aviation aircraft at our 19 fixed base operations around the United States. This revenue is categorized according to who owns the fuel we use to service these aircraft. If we own the fuel, we record our cost to purchase that fuel as cost of revenue-fuel. Our corresponding fuel revenue is our cost to purchase that fuel plus a margin. We generally pursue a strategy of ~~keeping~~maintaining, and where appropriate increasing, dollar margins, ~~relatively steady,~~ thereby passing on any increase in fuel prices to the customer. We also have into-plane arrangements whereby we fuel aircraft with fuel owned by another party. We collect a fee for this service that is recorded as non-fuel revenue. Other non-fuel revenue includes various services such as hangar rentals, de-icing and airport services. Cost of revenue–non-fuel includes our cost, if any, to provide these ~~services.~~

se rvices.

The key factors for our revenue and gross profit are fuel volume and dollar margin per gallon. This applies to both fuel and into-plane revenue. Our customers will occasionally move from one category to the other. Therefore, we believe discussing our fuel and non-fuel revenue and gross profit and the related key metrics on a combined basis provides a more meaningful analysis of our airport services business.

Our total revenue and gross profit growth was due to several factors:

	•		~~inclusion of the results of EAR from the date of its acquisition;~~

	•		~~rising cost of fuel, which we pass on to customers;~~

	•		~~increases in volume of fuel sold of approximately 2%;~~

	•		~~an increase in average dollar per gallon fuel margins at existing locations, resulting largely from a higher proportion of transient customers, which generally pay higher margins; and~~

	•		~~reduced de-icing~~ · inclusion of the results of Trajen from July 11, 2006; · an increase in fuel volumes as result of higher into-plane activity; · an increase in average dollar per gallon fuel margins at existing locations, resulting largely from a higher proportion of transient customers, who generally pay higher margins; and · higher deicing activity ~~in 2006 compared to 2005 due to milder weather in the northeast US, largely offset by increased revenue from service fees and growth in into-plane activity.~~

Our operations at New Orleans, LA and Gulfport, MS were impacted by Hurricane Katrina. Some of our hangar and terminal facilities were damaged. However, our results for the quarter were not significantly affected by this or any other hurricane. We believe that we have an appropriate level of insurance coverage to repair or rebuild our facilities and to cover us for any business interruption we experience in the ~~near term. We anticipate that combined traffic at these facilities~~first quarter of 2007 compared to 2006 due to colder weather in ~~2006 may be lower than in 2005 as travel to New Orleans and Gulfport has slowed. However, we believe that this will not have a significant effect on our results overall in 2006 and thereafter.~~

the northeast U.S.

Operating Expenses

The increase in selling, general and administrative expenses for the existing locations is due to:

	•		~~increased~~ · additional office costs resulting from higher rent and utility costs; · additional credit card fees related to proportion of total sales paid by credit card and types of cards used for payment; · additional professional services costs including legal, audit and tax services; and · additional salaries and benefits expenses due to a non-cash expense related to awarding Stock Appreciation Rights (SARS) to several key employees during 2006 as well as the accrual of bonuses in 2006 which had not been accrued in the prior period and to a lesser extent annual increases in salaries and personnel;

	•		~~additional utilities expense recognized due to increased natural gas and electricity prices; and~~

	•		~~additional credit card fees related to increased fuel revenue.~~

~~The increase in depreciation and amortization expense is primarily due the addition of Las Vegas as well as depreciation on additions to the asset base in 2005.~~

~~Other Expense~~

~~The decrease in other expense is~~ due to ~~$913,000 incurred in 2005 in connection with financing required to partially fund NACH’s acquisition of GAH in 2005.~~

higher activity levels.

Interest Expense, Net

~~The increase in~~

Excluding the impact of a non-cash interest expense ~~is due~~item in 2006, prior to us applying hedge accounting, net interest expense for the quarter ended March 31, 2007 increased as a result of higher debt level associated with the ~~debt refinancing for airport services, a non-cash interest charge to account for the non-effective portion~~acquisition of ~~the interest rate swap~~Trajen and higher non-cash amortization of deferred financing costs. In ~~December 2005,~~July 2006, we ~~refinanced two existing~~increased borrowings under our debt ~~facilities at~~facility by $180.0 million to finance our ~~airport services business with a single debt facility. This new~~acquisition of Trajen. The debt facility provides an aggregate term loan borrowing of ~~$300~~$480.0 million and a $5$5.0 million working capital facility. The facility has a term of five years. Amounts borrowed under the facility bear interest at a margin of 1.75% over LIBOR for the first three years and a margin of 2.00% over LIBOR thereafter. We have interest rate swap arrangements in place for 100% of the aggregate term loan.

Since we have hedged 100% of our interest rate exposure, our effective interest rate in 2006 is 6.02% increasing to 6.98% in 2010 with an average interest rate over the 5 years of 6.52% on the $300 million loan facility.

~~- 25 -~~

EBITDA

The increase in EBITDA ~~excluding the non-cash gain on derivative instruments,~~ from existing locations, excluding the non cash (loss) gain from derivative instruments, is due to:

	•		~~increased average dollar per gallon fuel margins and increase in gallons sold;~~

	•		~~higher service fees;~~

	•		~~lower Other Expense due to GAH transaction costs incurred in 2005 offset by:~~

	•		~~lower de-icing revenues; and~~

	•		~~higher selling, general and administrative costs, predominantly related to non-cash or accrued compensation expenses, utilities and credit card fees.~~

~~Airport Parking Business~~

~~In the following discussion, new locations refer~~

increased fuel volumes;

increased average dollar per gallon fuel margins; and

higher de-icing gross profit in 2007.

BULK LIQUID STORAGE TERMINAL BUSINESS

With respect to ~~locations~~our bulk liquid storage terminal business, we included $4.6 million of net income in operation during the first quarter of 2006, but not in operation throughout the comparable period in 2005. Comparable locations refer to locations in operation throughout the respective three month period in both 2005 and 2006.

~~We had eight new locations~~our consolidated results for the quarter ended March 31, 2007, consisting of $4.8 million equity in the earnings of IMTT (plus $1.1 million tax benefit) less $2.0 million depreciation and amortization expense (plus $819,000 tax benefit). We received $7.0 million in dividends from IMTT in January 2007 relating to the fourth quarter of 2006. IMTT

declared a dividend of $14.0 million in March 2007 with $7.0 million payable to MIC Inc. that we have recorded as a receivable at March 31, 2007.

To enable meaningful analysis of IMTT’s performance across periods, IMTT’s performance for the full quarter ended March 31, 2007, compared to the prior corresponding period which is prior to our investment, is discussed below.

Key Factors Affecting Operating Results

terminal revenue and terminal gross profit increased principally due to:

increases in average tank rental rates and storage capacity rented to customers;

increases in throughput revenue;

increases in revenue from the provision of other services; and

consolidation of IMTT’s partially owned subsidiary, IMTT-Quebec, which owns a terminal in Quebec, Canada. This subsidiary was reported using the equity method of accounting in 2006.

Quarter Ended March 31, 2007 Compared to Quarter Ended March 31, 2006


	Quarter Ended March 31
	2007		2006		Change
	$		$		$			%
	($ in thousands) (unaudited)
Revenue
Terminal revenue		54,777		46,376		8,401			18.1
Terminal revenue – heating		7,099		7,510		(411	)		(5.5	)
Environmental response revenue		8,540		4,763		3,777			79.3
Nursery revenue		3,432		2,950		482			16.3
Total revenue		73,848		61,599		12,249			19.9
Costs and expenses
Terminal operating costs		27,877		24,810		3,067			12.4
Terminal operating costs – fuel		5,113		6,143		(1,030	)		(16.8	)
Environmental response operating costs		6,886		3,096		3,790			122.4
Nursery operating costs		3,071		2,826		245			8.7
Total operating costs		42,947		36,875		6,072			16.5
Terminal gross profit		28,886		22,933		5,953			26.0
Environmental response gross profit		1,654		1,667		(13	)		(0.8	)
Nursery gross profit		361		124		237			191.1
Gross profit		30,901		24,724		6,177			25.0
General and administrative expenses		5,569		5,559		10			0.2
Depreciation and amortization		8,522		7,681		841			10.9
Operating income		16,810		11,484		5,326			46.4

Revenue and Gross Profit

Terminal revenue increased primarily due to a $5.1 million increase in storage revenue, $1.6 million of which represents the consolidation of IMTT-Quebec. Excluding IMTT-Quebec, storage revenue increased due to a 3.8% increase in storage capacity rented to customers and a 5.8% increase in average storage rates for the quarter ended March 31, 2007. Overall storage capacity rented to customers increased slightly from 96% to 97% of available storage capacity for the quarter ended March 31, 2007. Terminal revenue also increased due to a $935,000 increase in throughput revenue and a $2.0 million increase in revenue from the provision of other terminal services, of which IMTT-Quebec represents over 10% in each case. In the quarter ended March 31, 2007, IMTT also achieved a $619,000 improvement in the differential between terminal revenue – heating and terminal operating costs – fuel.

The increase in terminal revenue was partially offset by an increase in terminal operating costs. Of the $3.1 million increase in terminal operating costs, $1.4 million resulted from the consolidation of IMTT-Quebec in 2007. The balance of the increase in terminal operating costs correlated to the increase in revenues.

Of the increase in terminal gross profit of $6.0 million, $785,000 resulted from the consolidation of IMTT-Quebec. Excluding the impact of this change in accounting treatment, terminal gross profit increased by approximately $5.2 million or approximately 23%.

Environmental response gross profit remained relatively constant for the quarter ended March 31, 2007.

The nursery gross profit increased due to an insurance settlement of $200,000 resulting from hurricane Katrina.

Depreciation and Amortization

Depreciation and amortization expense increased due to continuing high levels of growth capital expenditure.

GAS PRODUCTION AND DISTRIBUTION BUSINESS

We completed our acquisition of TGC on June 7, 2006. Therefore, TGC has only contributed to our consolidated operating results from that date.

Because TGC’s results of operations are not included in our consolidated financial results until June 7, 2006, the following analysis compares the historical results of operations for TGC under both its current and prior owners. We believe that this is the most appropriate approach to analyzing the historical financial performance and trends of TGC.

Key Factors Affecting Operating Results

decreased utility contribution margin due principally to:

$1.1 million of decreased revenue reflecting a lower change in unbilled receivables during the 2007 calculation period versus the 2006 calculation period. This was due primarily to volume and price variances during the respective calculation periods and a change in the frequency of calculation; and

$766,000 for fuel cost adjustments reimbursed to us through escrow funds.

increased non-utility contribution margin primarily due to:

price increases subsequent to March 2006; and

higher therms sold due to the negative impact of a statewide liquefied petroleum gas, or LPG, shortage from a local supplier that occurred during March 2006.

Contribution margin for both the utility and non-utility business represents revenue less cost of revenue. Management analyzes contribution margin for TGC because it believes that contribution margin, although a non-GAAP measure, is useful and meaningful to understanding the performance of TGC utility operations under its regulated rate structure and of its non-utility operations under a competitive pricing structure, both of which include an ability to change rates when the underlying fuel costs change. Contribution margin should not be considered an alternative to operating income, or net income, which is determined in accordance with GAAP. Other companies may calculate contribution margin differently and, therefore, the contribution margin presented for TGC is not necessarily comparable with other companies.

Quarter Ended March 31, 2007 Compared to Quarter Ended March 31, 2006


	Quarter Ended March 31,						Change
	2007			2006			$			%
	($ in thousands) (unaudited)
Contribution margin
Revenue – utility		22,291			24,989			(2,698	)		(10.8	)
Cost of revenue – utility		14,591			15,176			(585	)		(3.9	)
Contribution margin – utility		7,700			9,813			(2,113	)		(21.5	)

Revenue – non-utility		18,510			16,651			1,859			11.2
Cost of revenue – non-utility		10,811			10,462			349			3.3
Contribution margin – non-utility		7,699			6,189			1,510			24.4

Total contribution margin		15,399			16,002			(603	)		(3.8	)

Production		1,121			1,225			(104	)		(8.5	)
Transmission and distribution		3,383			3,318			65			2.0
Selling, general and administrative expenses		4,080			4,025			55			1.4
Depreciation and amortization		1,731			1,368			363			26.5
Operating income		5,084			6,066			(982	)		(16.2	)

Interest expense, net		(2,245	)		(1,211	)		(1,034	)		85.4
Unrealized loss on derivative instruments		(267	)		—			(267	)		NM
Other income (expense)		(53	)		189			(242	)		(128.0	)
Income before taxes(1)		2,519			5,044			(2,525	)		(50.1	)

Reconciliation of income before taxes to EBITDA:
Income before taxes(1)		2,519			5,044			(2,525	)		(50.1	)
Interest expense, net		2,245			1,211			1,034			85.4
Depreciation and amortization		1,731			1,368			363			26.5
EBITDA		6,495			7,623			(1,128	)		(14.8	)

——————

NM – Not meaningful

(1)

Corporate allocation expense has been excluded from the above table as it is eliminated on consolidation at the MIC Inc. level.

Contribution Margin and Operating Income

Utility contribution margin decreased primarily as the result of $1.1 million of decreased revenue reflecting a lower change in unbilled receivables during the 2007 calculation period versus the 2006 calculation period. This was due primarily to volume and price variances during the respective calculation periods and a change in the frequency of calculation. The March 2006 calculation period under the former owners was nine months. Beginning with the quarter ended June 30, 2006 the calculation has been performed and recorded quarterly. We believe this will eliminate the quarter-over-quarter impact of unbilled receivables on contribution margin going forward. However, the $1.1 million first quarter impact will continue to effect year-over-year comparisons throughout 2007, and all period-over-period comparisons of contribution margin will continue to be impacted by changes in volume and rates.

In addition, contribution margin was lower by approximately $766,000 for fuel cost adjustments required by Hawaii state regulators as a condition of our purchase of TGC. The cash effect of this $766,000 decrease is offset by withdrawals from our $4.5 million escrow account established and funded at acquisition by the seller. TGC believes that these escrowed funds will be fully utilized by mid-2008 and thereafter escrowed funds would not be available. The cash reimbursements of any fuel cost adjustment amounts are not reflected in revenue, but rather are reflected as releases of restricted cash. Contribution margin was also adversely affected by 2.4% fewer therms sold due to increased energy conservation measures, business slowdowns, customer renovations and military deployments.

Non-utility contribution margin benefited from pricing increases subsequent to March 2006, as well as higher therm sales. Therms sold in the non-utility sector increased by 4.3% for the quarter principally due to a statewide LPG shortage from a local supplier that caused therm volumes to decline in March 2006.

Production costs were lower than in the first quarter 2006 due primarily to lower repair and electric utility costs at our synthetic natural gas plant in first quarter 2007. Transmission and distribution costs were higher than in first quarter 2006 principally due to increased maintenance activity.

Depreciation and amortization increased due to the higher asset basis that resulted from our purchase of TGC and for equipment additions.

Interest Expense, Net

Interest expense increased due to our acquisition funding.

EBITDA

Excluding unrealized loss on derivatives and reimbursed fuel adjustment costs, EBITDA remained relatively flat despite elevated revenue in 2006 due to significant accruals.

DISTRICT ENERGY BUSINESS

Key Factors Affecting Operating Results

capacity revenue increased due to four interruptible customers converting to continuous service over June through September of 2006 and due to general increases of contract capacity rates in-line with inflation;

cooling consumption revenue increased as we passed through our estimated electricity cost increase to our customers and as weather related peaks during March 2007 resulted in higher ton-hour sales; and

higher electricity costs due to the January 2007 deregulation of Illinois’ electricity generation market.

Quarter Ended March 31, 2007 Compared to Quarter Ended March 31, 2006


	Quarter Ended March 31,
	2007			2006			Change
	$			$			$			%
	($ in thousands) (unaudited)

Cooling capacity revenue		4,551			4,189			362			8.6
Cooling consumption revenue		1,862			1,475			387			26.2
Other revenue		649			845			(196	)		(23.2	)
Finance lease revenue		1,248			1,298			(50	)		(3.9	)
Total revenue		8,310			7,807			503			6.4
Direct expenses – electricity		1,483			944			539			57.1
Direct expenses – other(1)		4,149			4,321			(172	)		(4.0	)
Direct expenses – total		5,632			5,265			367			7.0
Gross profit		2,678			2,542			136			5.4
Selling, general and administrative expenses		768			797			(29	)		(3.6	)
Amortization of intangibles		337			337			—			—
Operating income		1,573			1,408			165			11.7
Interest expense, net		(2,087	)		(2,070	)		(17	)		0.8
Other income (expense)		74			(79	)		153			(193.7	)
Benefit for income taxes		213			333			(120	)		(36.0	)
Minority interest		(132	)		(131	)		(1	)		0.8
Net loss(2)		(359	)		(539	)		180			(33.4	)

Reconciliation of net loss to EBITDA
Net loss(2)		(359	)		(539	)		180			(33.4	)
Interest expense, net		2,087			2,070			17			0.8
Benefit for income taxes		(213	)		(333	)		120			(36.0	)
Depreciation		1,431			1,423			8			0.6
Amortization of intangibles		337			337			—			—
EBITDA		3,283			2,958			325			11.0

——————

(1)

Includes depreciation expense of $1.4 million for each of the quarters ended March 31, 2007 and 2006, respectively.

(2)

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

Gross Profit

Gross profit increased primarily due to higher capacity revenue related to four interruptible customers converting to continuous service during the previous year and annual inflation-related increases of contract capacity rates in accordance with the terms of existing customer contracts. Cooling consumption revenue also increased due to higher ton-hour sales from weather related peaks and the pass-through to our customers of the higher electricity costs related to the January 2007 deregulation of Illinois’ electricity generation market, which are subject to annual reconciliations and true-ups to actual costs. Other revenue decreased due to our pass-through to customers of the lower cost of natural gas consumables and reduction in management headcount, which are included in other direct expenses.

Selling, General and Administrative Expense

Selling, general and administrative expense slightly decreased due to a reduction in management headcount offsetting higher legal fees and marketing commissions related to signing new ~~locations included:~~customer contracts and renewing existing customer contracts set to expire during 2007.

Interest Expense, Net

The increase in net interest expense was due to additional credit line draws necessary to fund growth capital expenditures for plant expansion, new customer connections and scheduled maintenance capital expenditures during the previous twelve months. Our interest rate on our senior debt is a fixed rate.

	•		~~the SunPark facilities located in Houston, Oklahoma City, St. Louis, Buffalo, Philadelphia and Columbus and acquired in October 2005;~~

	•		~~the Priority facility located in Philadelphia and acquired in July 2005; and~~

	•		~~the First Choice facility located in Cleveland and acquired in October 2005.~~

~~During the~~

Other Income (Expense)

The first quarter of 2006 ~~we consolidated two adjacent facilities in Philadelphia. As part of this consolidation, our Avistar Philadelphia facility was effectively closed and its capacity made available~~included pension benefits expense for union trainees employed from 1999 through 2005.

EBITDA

EBITDA increased primarily due to the ~~SunPark Philadelphia facility. We consider~~higher capacity revenue associated with four interruptible customers converting to continuous service during the ~~consolidated operation~~previous year.

AIRPORT PARKING BUSINESS

Key Factors Affecting Operating Results

operating loss at our new location which commenced operations in November 2006;

reduced operating margins due primarily to behigher personnel costs and property lease costs;

decline in the number of cars using our facilities;

targeted pricing strategies contributed to an increase in average revenue per car out;

accelerated amortization of intangible asset; and

appointment of a new ~~location for the first quarter~~CEO in March 2007.

Quarter Ended March 31, 2007 Compared to Quarter Ended March 31, 2006


	Quarter Ended March 31,
	2007			2006			Change
	$			$			$			%
	($ in thousands) (unaudited)

Revenue		18,811			18,216			595			3.3
Direct expenses(1)		14,289			13,435			854			6.4
Gross profit		4,522			4,781			(259	)		(5.4	)
Selling, general and administrative expenses		1,613			1,700			(87	)		(5.1	)
Amortization of intangibles		788			406			382			94.1
Operating income		2,121			2,675			(554	)		(20.7	)
Interest expense, net		(3,966	)		(3,893	)		(73	)		1.9
Other (expense) income		(10	)		(92	)		82			(89.1	)
Unrealized (loss) gain on derivative instruments		(70	)		668			(738	)		(110.5	)
Benefit for income taxes		763			226			537			NM
Minority interest		201			124			77			62.1
Net loss(2)		(961	)		(292	)		(669	)		NM

Reconciliation of net loss to EBITDA:
Net loss(2)		(961	)		(292	)		(669	)		NM
Interest expense, net		3,966			3,893			73			1.9
Benefit for income taxes		(763	)		(226	)		(537	)		NM
Depreciation		1,035			865			170			19.7
Amortization of intangibles		788			406			382			94.1
EBITDA		4,065			4,646			(581	)		(12.5	)

——————

NM – Not meaningful

(1)

Includes depreciation expense of ~~2006. Accordingly, the stand alone results for Avistar Philadelphia~~$1.0 million and $865,000 for the quarters ended March 31, ~~2005~~2007 and ~~March 31,~~ 2006, respectively.

(2)

Corporate allocation expense and other intercompany fees, and the federal tax effect, have been excluded from ~~comparable~~the above table as they are eliminated on consolidation at the MIC Inc. level.


	Quarter Ended March 31,				Change
	2007		2006					%
Operating Data:
Cars Out(1):		495,140		517,835		(22,695	)		(4.4	)
Average Revenue per Car Out:	$	36.65	$	34.07	$	2.57			7.5
Average Overnight Occupancy(2):		20,726		20,981		(255	)		(1.2	)

——————

(1)

Cars Out refers to the total number of customers exiting during the period.

(2)

Average Overnight Occupancy refers to aggregate average daily occupancy measured for all locations at the lowest point of the day and ~~included in new locations. The financial~~does not reflect turnover and ~~operating results reported for new locations in the quarter ended March 31, 2005 is for Philadelphia Avistar only.~~

We had 22 comparable locations for the quarter ended March 31, 2006 including 19 locations considered comparable in 2005 (excluding Avistar Philadelphia) and facilities in St. Louis, Newark (Haynes Avenue) and Oakland (Pardee) that were considered to be new locations in 2005.

~~Key Factors Affecting Operating Results~~

~~Key factors influencing operating results were as follows:~~

	•		~~contribution from new locations;~~

	•		~~price increases and reduced discounting in selected markets contributed to the 7.5% increase in average revenue per car out for comparable locations during the quarter;~~

	•		~~marketing efforts targeted at customers with a longer average stay increased average overnight occupancy by 5.8% for comparable locations; and~~

	•		~~no growth in cars out at comparable locations.~~

~~- 26 -~~

intra-day activity.

~~Quarter Ended March 31, 2006 Compared to Quarter Ended March 31, 2005~~

($ in thousands) (unaudited) Quarter Ended March 31, Change
2006 2005 $ %
Revenue $ 18,216 $ 13,309 4,907 36.9
Direct expenses 13,435 10,106 3,329 32.9

Gross profit 4,781 3,203 1,578 49.3
Selling, general and administrative expenses 1,700 955 745 78.0
Amortization of intangibles 406 609 (203 ) (33.3 )

Operating income 2,675 1,639 1,036 63.2
Unrealized gain on derivative instruments 668 170 498 292.9
Interest expense, net (3,893 ) (2,114 ) (1,779 ) 84.2
Other expense (92 ) (25 ) (67 ) 268.0
Benefit for income taxes 226 — 226 —
Minority interest in loss of consolidated subsidiaries 124 66 58 87.9

Net loss $ (292 ) $ (264 ) $ (28 ) 10.6

Reconciliation of net loss to EBITDA

Net loss (1) (292 ) (264 ) (28 ) 10.6
Interest expense, net 3,893 2,114 1,779 84.2
Benefit provision for income taxes (226 ) — (226 ) —
Depreciation 865 503 362 72.0
Amortization of intangibles 406 609 (203 ) (33.3 )

EBITDA (1) $ 4,646 $ 2,962 $ 1,684 56.9

~~(1)~~ ~~Net loss and EBITDA includes non-cash income relating to derivative instruments of $587,000 and $148,000 for the quarter ended March 31, 2006 and March 31, 2005, respectively.~~

~~- 27 -~~

Quarter Ended March 31,
2006 2005
Operating Data:

Total Revenues (000’s)⁽¹⁾:

New locations $ 4,225 $ 243
Comparable locations $ 13,991 $ 13,066
Comparable locations increase 7.1 %

Gross Profit Margin:
New locations 28.71 % 15.77 %
Comparable locations 25.55 % 24.60 %
Comparable locations increase 0.95 %

Parking Revenues (000’s)⁽²⁾:

New locations $ 4,167 $ 243
Comparable locations $ 13,478 $ 12,646
Comparable locations increase 6.6 %

Cars Out⁽³⁾:

New locations 162,392 6,021
Comparable locations 355,443 358,520
Comparable locations decrease (0.9 %)

Average Revenue per Car Out:
New locations $ 25.66 $ 40.42
Comparable locations $ 37.92 $ 35.27
Comparable locations increase 7.5 %

Average Overnight Occupancy⁽⁴⁾

New locations 5,900 309
Comparable locations 15,081 14,258
Comparable locations increase 5.8 %

Locations:
New locations 8
Comparable locations 22


⁽¹⁾		~~Total Revenues include revenues from all sources, including parking revenues, and non-parking revenues such as those derived from transportation services and rental of premises.~~

⁽²⁾		~~Parking Revenues include all receipts from parking related revenue streams, which includes monthly, membership, and third party distribution companies.~~

⁽³⁾		~~Cars Out refers to the total number of customers exiting during the period.~~

⁽⁴⁾		~~Average Overnight Occupancy refers to aggregate average daily occupancy measured for all locations at the lowest point of the day and does not reflect turnover and intra-day activity.~~

Revenue

Revenue increased due to the addition of ~~eight~~one new ~~locations~~location during the quarter and an increase in average revenue per car ~~out at comparable locations.~~

New locations represent 26% of our portfolio by number of locations and contributed $4.2 million or 23% of total revenue for the quarter ended March 31, 2006. We believe the contribution from these facilities will continue to grow as customers are exposed to our branding, marketing and service.

out. The ~~lower~~increase in average revenue per car ~~at new locations in~~out results mainly from the ~~quarter ended March 31, 2006 reflects the acquisition of new locations in lower priced markets compared to the relatively higher-priced Avistar Philadelphia market.~~

~~The decrease in cars out at comparable locations was attributed to a strategic shift away from daily parkers and an unseasonably mild~~

~~- 28 -~~

winter in certain markets. Daily parkers, typically airport employees, contribute to a higher number of cars out but pay discounted rates. Marketing efforts were focused on attracting higher yielding customers with a longer average length of stay. The decrease in cars out was offset in part by growth at locations that were considered ‘start up’ in the first quarter of 2005.

~~Average revenue per car out increased at our comparable locations primarily due to implementation~~continuation of our yield management strategy, including price increases, ~~and~~ reduced discounting in selected markets, and elimination of low margin daily parking programs in selected markets. A focus on improving the level of customer service in certain locations has supported these price increases. ~~In addition, we will seek~~

The decrease in cars out and average overnight occupancy was attributed to ~~deploy capital resources,~~competitive pressure and underperforming management in ~~support~~selected markets and a continued strategic shift away from daily parkers. Management has taken action in underperforming markets through more aggressive pricing and replacement of ~~a value proposition that will support higher prices and generate increased volume and continue~~certain managers. Daily parkers, typically airport employees, contribute to ~~seek customer service improvements across the portfolio with a strategy of increasing prices where appropriate.~~

Average overnight occupancies at comparable locations were driven by a relatively larger proportion of customers with a longer average stay in the first quarter of 2006. Typically, leisure travelers have a higher ~~average~~ number of ~~days per visit than business travelers.~~

cars out, but pay discounted rates.

Our airport parking business as a whole has sufficient capacity to accommodate further growth. At locations where we are operating at peak capacity intra-day, we continue to ~~evaluate and implement strategies~~seek opportunities to expand capacity of these locations.

In the quarter ending March 31, 2007 we re-branded eight locations ~~including~~as FastTrack Airport Parking. The re-branding includes replacement of signage, uniforms and the ~~use~~graphics on our shuttle buses. The brand has also been incorporated into a new website. We believe the new website and brand will drive volume increases and, once the balance of ~~additional overflow~~ facilities and car lifts. For example, during the first quarter of 2006 we recovered additional capacity from a sub-tenant, operated vehicle lifts and, during peak periods, offered customers valet service at self park facilities.

have been re-branded, will stream-line marketing efforts.

Direct Expenses

Direct expenses for the quarter ended March 31, ~~2006~~2007 increased ~~by $3.3 million of which the~~due in part to additional costs associated with operating ~~eight~~one new ~~locations totaled approximately $3 million.~~location. Direct expenses increased at comparable locations due to higher personnel costs and real and increased lease payments.

In certain markets, additional personnel costs were ~~also affected by higher real estate~~incurred in response to volume increases, weather conditions and ~~fuel costs.~~

~~We intend to continue pursuing~~security concerns. In underperforming markets, personnel costs ~~savings through, for example, standardization of staff scheduling to minimize overtime and negotiation of bulk purchase discounts on fuel and other parking supplies.~~

~~We note that direct~~decreased.

Direct expenses include rent in excess of lease, a non-cash item, in the amount of ~~$518,000~~ $567,000 and ~~$535,000~~ $501,000 for the quarters ended March 31, 2007 and 2006, ~~and 2005,~~ respectively.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the quarter ~~ended March 31,~~decreased due primarily to the reversal of a 2006 ~~increased by $745,000 and were affected by the following factors:~~

	•		~~payroll costs associated with the expansion of the management team to support additional locations and the retirement of two members of senior management from the business; and~~

	•		~~legal expenses greater than historical levels primarily related to the acquisition of new locations and scheduled union negotiations.~~

~~Amortization of Intangibles~~

Amortization for the quarter ended March 31, 2006 decreased by $203,000 largely as a result of the elimination of amortization of non-compete agreements that expired in December 2005, partially offset by an increase in the fair value of the assets acquired in the fourth quarter 2005.

~~Interest Expense, Net~~

~~Interest expense~~excess bonus reserve in the first quarter of ~~2006~~ 2007. This was partially offset by higher accounting and professional fees.

Amortization of Intangibles

Amortization increased ~~by $1.8 million~~due to the accelerated amortization of certain intangible assets (trade and domain names) associated with the re-branding project.

Interest Expense, Net

Interest expense increased due to the additional interest and finance cost amortization associated with the ~~new~~ debt ~~raised to finance the 2005 acquisitions. Interest expense also increased as a result of higher LIBOR rates.~~

~~Our two~~refinanced on September 1, 2006, that consolidated our primary borrowings, ~~are subject~~and additional capital for current and future capital expenditures at a more favorable interest rate, offset by a small reduction to interest ~~rate hedges~~expense from receipts on our derivative instruments, due to favorable LIBOR rates which ~~effectively cap~~exceeded our interest rate ~~when the 30-day LIBOR rate is 4.5%. In March 2006 the LIBOR rate exceeded the~~ cap ~~rate~~ and ~~interest cap payments totaling $34,000 were realized during the first quarter 2006. This amount was recorded as a reduction in interest expense.~~

~~- 29 -~~

swap rates.

EBITDA

~~EBITDA, excluding non-cash gains~~

Excluding unrealized (loss) gain on derivative instruments, EBITDA increased ~~in the first quarter of 2006~~ by ~~$1.2 million largely as a result of the 2005 acquisitions~~3.9%.

Liquidity and ~~slightly improved profit margins at our comparable locations.~~

The increase in profit margins at our new locations in the quarter ended March 31, 2006 reflects the acquisition of locations predominantly on owned land compared to the leased location at Avistar Philadelphia. We are currently focusing on improving profit margins at all locations. Some initiatives to increase revenues and reduce costs that we currently expect to pursue over the course of 2006 include:

	•		~~increasing prices and reducing discounting at locations with strong demand or improved levels of customer service;~~

	•		~~standardizing staff scheduling to minimize overtime; and~~

	•		~~negotiating bulk purchase discounts on fuel and other parking supplies.~~

~~District Energy Business~~

~~The following table compares the historical consolidated financial performance of MDEH for the quarter ended March 31, 2006 to the quarter ended March 31, 2005.~~

~~Key Factors Affecting Operating Results~~

~~Key factors affecting quarter ended March 31, 2006 compared to the quarter ended March 31, 2005 were as follows:~~

	•		~~capacity revenue generally increased in-line with inflation after excluding a one-time credit to a customer in the first quarter of 2005; and~~

	•		~~earlier timing of pre-season maintenance expense for system reliability compared to the prior year.~~

~~- 30 -~~

Capital Resources

~~Quarter Ended March 31, 2006 Compared to Quarter Ended March 31, 2005~~

($ in thousands) (unaudited) Quarter Ended March 31,
2006 2005 Change
$ $ $ %
Cooling capacity revenue 4,189 4,059 130 3.2
Cooling consumption revenue 1,475 1,438 37 2.6
Other revenue 845 643 202 31.4
Finance lease revenue 1,298 1,342 (44 ) (3.3 )

Total revenue 7,807 7,482 325 4.3

Direct expenses — electricity 944 1,023 (79 ) (7.7 )
Direct expenses — other (1) 4,321 3,800 521 13.7

Direct expenses — total 5,265 4,823 442 9.2
Gross profit 2,542 2,659 (117 ) (4.4 )

Selling, general and administrative expenses 797 857 (60 ) (7.0 )
Amortization of intangibles 337 337 — —

Operating income 1,408 1,465 (57 ) (3.9 )
Interest expense, net (2,070 ) (2,142 ) 72 (3.4 )
Other income (expense) (79 ) 32 (111 ) (346.9 )
Benefit for income taxes 333 — 333 —
Minority interest (131 ) (117 ) (14 ) 12.0

Net loss (539 ) (762 ) 223 (29.3 )

Reconciliation of net loss to EBITDA

Net loss (539 ) (762 ) 223 (29.3 )
Interest expense, net 2,070 2,142 (72 ) (3.4 )
Benefit for income taxes (333 ) — (333 ) —
Depreciation 1,423 1,391 32 2.3
Amortization of intangibles 337 337 — —

EBITDA 2,958 3,108 (150 ) (4.8 )


~~(1)~~		~~Includes depreciation expense of $1.4 million for the quarters ended March 31, 2006 and March 31, 2005, respectively.~~

~~Gross Profit~~

Gross profit decreased primarily due to the earlier timing of pre-season maintenance expense for system reliability. A higher percentage of our pre-season maintenance was conducted in the first quarter of 2006 than was conducted in the first quarter of 2005. As a result, we expect to incur lower maintenance expenditures in the second quarter of 2006. Annual inflation-related increases of contract capacity rates and scheduled increases in contract consumption rates in accordance with the terms of existing customer contracts increased revenue to partially offset higher costs. Other revenue increased due to our pass-through to customer the higher cost of natural gas consumables, which are included in other direct expenses.

~~Selling, General and Administrative Expenses~~

Selling, general and administrative expense decreased primarily due to the effects of adopting a new long-term incentive plan for management employees that required a reduction of long-term incentives previously accrued under the former plan.

~~Interest Expense, Net~~

~~The decrease in net interest expense was due to higher interest income related to the general increase in bank interest rates. Our interest rate on our senior debt is a fixed rate.~~

~~- 31 -~~

~~Benefit For Income Taxes~~

For the quarter ended March 31, 2005, our district energy business provided a full valuation allowance on the realization of all deferred tax benefits generated during the quarter due to the lack of operating history of our consolidated taxable entity, resulting in zero net tax expense or benefit. We determined during the fourth quarter of 2005 that a valuation allowance was no longer necessary due to the more likely than not probability that our deferred tax liabilities will reverse in a manner that will result in the realization of our deferred tax assets. The tax benefit of $333,000 for the quarter ended March 31, 2006 reflects the expected tax benefits on the district energy business at a combined federal and state effective rate of approximately 38%. The effective tax rate for the district energy business for 2005 was approximately 40%. The 2% decrease is attributable to the relative impact of non-deductible expenses, minority interests and state taxes on the effective rate.

~~EBITDA~~

~~EBITDA decreased primarily due to the timing of preseason maintenance expense for system reliability and the accrual of previously unrecognized pension benefits for union trainees.~~

~~Toll Road Business~~

~~Our consolidated results related to the toll road business consist of two main components:~~

	•		~~our equity in the earnings of Connect M1-A1 Holdings Limited, or CHL, which we hold through MYL, net of amortization expense; and~~

	•		~~net interest income resulting from loans between us and a subsidiary of CHL.~~

~~Quarter Ended March 31, 2006 Compared to Quarter Ended March 31, 2005~~

($ in thousands) (unaudited) Quarter Ended March 31,
2006 2005 Change
$ $ $ %

Equity in earnings of investee 3,386 2,852 534 18.7
Amortization (933 ) (1,199 ) 266 (22.2 )

Equity in earnings and amortization of investee 2,453 1,653 800 48.4

We own our toll road business through our 50% interest in CHL and share control with our joint venture partner Balfour Beatty plc. In addition to our share of the net income from the toll road business, less amortization expense, we also earned net interest income from our shareholder loans to Connect M1-A1 Limited, the wholly owned subsidiary of CHL that holds the toll road concession, of $407,000, offset by $251,000 in interest expense for our loan from Connect M1-A1 Limited.

CHL’s revenue and direct expenses for the quarter ended March 31, 2006 were £11.6 million and £3.5 million, respectively, which were substantially the same as the quarter ended March 31, 2005. Included within direct expenses was £2.4 million of depreciation expense. Net income for the quarter ended March 31, 2006 was £3.4 million. This included a £3.7 million gain resulting from changes in the value of interest rate swaps during the quarter due to higher interest rates. The gain from changes in the value of interest rate swaps recorded in the quarter ended March 31, 2005 was £2.7 million.

Connect M1-A1 Limited’s operating profit is used to service its debt and to pay distributions to us and our joint venture partner. Based on the actual annual traffic flows through CHL’s March 31 year-end and the reforecast of its fiscal 2007 budget including these traffic flows, we now expect that we will receive distributions totalling $7.7 million from CHL in 2006. This amount is approximately $1.4 million less than previously estimated. Management of CHL is actively pursuing strategies that could increase the distributions.

~~Investments~~

~~Macquarie Communications Infrastructure Group, or MCG~~

~~MCG paid a cash distribution of Australian dollar 19.5 cents per stapled security on February 13, 2006 for the six months ended~~

~~- 32 -~~

December 31, 2005. We received $2.2 million net of withholding taxes. Cash distributions for the full year 2006 are expected to be approximately $4.3 million net of withholding taxes. We expect year over year growth in cash distributions of 34% for the year ended June 30, 2006 based on MCG’s public statements.

~~South East Water, or SEW~~

During the quarter ended March 31, 2006, we recorded $2.7 million in dividend income from our investment in SEW. For the year ended December 31, 2006, we expect to receive total dividends from our investment in SEW of $5.9 million.

~~LIQUIDITY AND CAPITAL RESOURCES~~

We do not intend to retain significant cash balances in excess of what are prudent reserves. We believe that we will have sufficient liquidity and capital resources to meet our future liquidity requirements, including in relation to our acquisition strategy, our debt obligations and our ~~dividend~~distribution policy. We base our assessment on the following assumptions that:

•		~~all of our businesses and investments generate, and will continue to generate, significant operating cash flow;~~

•		~~the ongoing maintenance capital expenditures associated with our businesses are modest and readily funded from their respective operating cash flow;~~

•		~~all significant short-term growth capital expenditure will be funded with cash on hand or from committed undrawn debt facilities;~~

•		~~CHL’s amortizing debt can be paid from operating cash flow;~~

•		~~we can refinance or extend the Macquarie Parking debt facility at its initial maturity in 2006;~~

•		~~payments on Thermal Chicago/Northwind Aladdin’s debt that will begin to amortize in 2007 can be paid from operating cash flow;~~

•		~~we will be able to raise equity to refinance amounts borrowed under our revolving credit facility prior to its maturity; and~~

•		~~following an equity refinancing, we will have $300 million of revolving financing.~~

all of our businesses and investments generate, and will continue to generate, significant operating cash flow;

the ongoing maintenance capital expenditures associated with our businesses are modest and readily funded from their respective operating cash flow;

all significant short-term growth capital expenditure will be funded with cash on hand or from committed undrawn debt facilities;

payments on Thermal Chicago/Northwind Aladdin’s debt that will begin to amortize in 2007 can be paid from operating cash flow;

IMTT will be able to refinance and increase the size of its existing debt facilities on amended terms during 2007; and

we have at least $300.0 million of revolving acquisition financing available and will be able to raise equity to refinance any amounts borrowed under our acquisition facility prior to its maturity.

The section below discusses the sources and uses of cash ofon a consolidated basis, and our businesses and ~~investments.~~

~~Our Consolidated~~investments for the quarters ended March 31, 2007 and March 31, 2006. Cash ~~Flow~~

~~The following information details~~provided by (used in) operating activities for our businesses excludes the impact of the corporate allocation and other operating inter-company activities, which are eliminated at the MIC Inc. level.

OUR CONSOLIDATED CASH FLOW


	Quarter Ended March 31,
	2007		2006			Change
	$		$			$		%
	($ in thousands)

Cash provided by operating activities		27,571		11,821			15,750		133.2
Cash provided by (used in) investing activities		78,858		(1,023	)		79,881		NM
Cash provided by financing activities		2,588		552			2,036		NM

——————

NM – Not meaningful

Key factors influencing our consolidated cash ~~flows from operating, financing and investing activities for~~ flow were as follows:

the ~~periods ended March 31, 2006 and March 31, 2005. Cash flows~~increase in ~~2005 reflect the acquisition of new operations by~~ our ~~airport services business. We also discuss the historical cash flows for our toll road business and our investments in MCG and SEW.~~

~~On a~~ consolidated ~~basis,~~ cash flow provided by operating activities ~~totalled $11.8 million in the quarter ended March 31, 2006. Cash flow from operations increased 21.1% over the first quarter in 2005. The increase is~~was primarily the result of the positive contribution from ~~acquisitions~~the acquisition made by our airport services ~~and airport parking businesses reflecting effective deployment~~business (Trajen), the acquisition of ~~our “greenshoe” proceeds. In addition, our investments performed as expected~~TGC and ~~we benefited from~~ continued organic growth in our consolidated businesses. Offsetting these increases were higher interest expenses resulting from increased debt ~~levels and higher interest rates generally.~~

~~On a~~levels;

the increase in our consolidated ~~basis,~~ cash flow ~~used in~~provided by investing activities ~~totalled $1 million~~was primarily due to the receipt of sale proceeds in January 2007 from the ~~quarter ended March 31, 2006. Cash flow used~~disposition in ~~investing activities decreased by 97.9% over~~ our interest in Macquarie Yorkshire Limited in December 2006; and

the ~~first quarter~~small increase in ~~2005. Our airport services business acquired General Aviation Holdings for $50.3 million in the first quarter of 2005. Offsetting the decline were marginal increases in capital expenditure.~~

~~On a~~our consolidated ~~basis,~~ cash flow provided by financing activities ~~totalled $0.6 million~~was due to draw downs in debt by our gas production and distribution and district energy businesses in the first quarter of 2006. Cash flow from financing activities decreased by 98% over the first quarter in 2005. Our airport services businesses borrowed $32 million in connection with its acquisition of General Aviation Holdings in the first quarter of 2005.2007.

As of March 31, ~~2006,~~2007, our consolidated cash and cash equivalent balances ~~totalled $126.5~~totaled $146.4 million.

~~- 33 -~~

Quarter Ended Quarter Ended
($ in thousands) March 31, 2006 March 31, 2005 Change
Cash provided by operations $ 11,821 $ 9,760 21.1 %
Cash used in investing activities $ (1,023 ) $ (49,831 ) (97.9 % )
Cash provided by financing activities $ 552 $ 27,039 (98.0 %)

~~Subsequent~~The Company capitalizes its operating businesses separately using non-recourse, project finance style debt. In addition, it has a credit facility at its subsidiary, MIC Inc., primarily to finance acquisitions and capital expenditures. At March 31, ~~2006, we borrowed $175 million under~~2007, the ~~revolving portion~~Company had no indebtedness outstanding at the MIC LLC, Trust or MIC Inc. level. For a description of the MIC Inc. revolving acquisition facility, ~~to finance our acquisition of 50% of the equity of IMTT Holdings. The amended terms of this facility are described in Note 15, Subsequent Events to the consolidated condensed financial statements~~see “Liquidity and Capital Resources” in Part I,II, Item I7 of ~~this~~our Annual Report on Form ~~10-Q/A.~~

~~Airport Services Business Cash Flow~~

Quarter Quarter
Ended Ended
March 31, March 31,
($ in thousands) 2006 2005
Cash provided by operations $ 9,513 $ 4,154
Cash used in investing activities $ (567 ) $ (50,606 )
Cash (used in) provided by financing activities $ (9,153 ) $ 50,683

10-K for the fiscal year ended December 31, 2006.

AIRPORT SERVICES BUSINESS CASH FLOW


	Quarter Ended March 31,
	2007			2006			Change
	$			$			$			%
	($ in thousands)

Cash provided by operating activities		19,369			9,493			9,876			104.0
Cash used in investing activities		(1,702	)		(567	)		(1,135	)		200.2
Cash used in financing activities		(11,879	)		(9,153	)		(2,726	)		29.8

Key factors influencing cash flow from our airport services business were as follows:

the increase in cash provided by operating activities was the result of the acquisition of Trajen in July 2006 and improved performance at existing locations, partially offset by an increase in interest expense reflecting higher debt levels;

cash used in investing activities included capital expenditures of $1.7 million in the first quarter of 2007 compared to $550,000 in the first quarter of 2006, and included $975,000 for maintenance and $727,000 for expansion; and

cash used in financing activities included distributions to us of $13.2 million in the first quarter of 2007 compared to $8.9 million in the first quarter of 2006.

The airport services business amended its credit facility in February 2007 to provide for $32.5 million of additional term loan borrowings to partially finance the acquisition of the FBOs located at Stewart International Airport in New York and Santa Monica Airport in California. The terms of the facility remain the same except that the required minimum adjusted EBITDA increased to $78.2 million for 2007 and $84.1 million for 2008. To hedge the interest commitments under the term loan expansion, MIC Inc. entered into a swap with Macquarie Bank Limited, fixing 100% of the term loan expansion at the following rate:


Start Date	End Date	Rate
•	~~the acquisition of EAR in August 2005 that has increased cash flow in the first quarter of 2006 compared to the first quarter of 2005;~~

• March 30, 2007	~~improved performance at existing locations;~~

• December 12, 2010	~~an increase in interest expense reflecting higher debt levels;~~ 5.2185%

The swap will be transferred to the airport services business at the completion of the acquisition.

For a further description of the airport services business’ debt facilities see “Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

BULK LIQUID STORAGE TERMINAL BUSINESS CASH FLOW

The acquisition of our 50% interest was completed on May 1, 2006. The following analysis compares the historical cash flows for IMTT under its current and prior owners. We believe that this is the most appropriate approach to explaining the historical cash flow trends of IMTT rather than discussing the composition of cash flows that is included in our consolidated cash flows.


	Quarter Ended March 31,
	2007			2006			Change
	$			$			$			%
	($ in thousands)

Cash provided by operating activities		31,023			20,531			10,492			51.1
Cash used in investing activities		(33,809	)		(14,726	)		(19,083	)		129.6
Cash (used in) provided by financing activities		(6,177	)		24,572			(30,749	)		(125.1	)

	•		~~capital expenditures in 2006 of $550,000 that were substantially unchanged from 2005, and included $496,000 for maintenance and $54,000 for expansion;~~

	•		~~distributions to MIC of $8.9 million in 2006 compared to none in 2005; and~~

	•		~~the acquisition in the first quarter of 2005 of GAH and related proceeds received from the issuance of long term debt and a capital contribution from MIC in January 2005.~~

Key factors influencing cash flow at our bulk liquid storage terminal business, including the consolidation of IMTT-Quebec in 2007, were as follows:

cash provided by operating activities increased by 51.1%, primarily due to an increase in EBITDA and a decrease in interest paid in 2007, as discussed above and a reduction in working capital;

cash used in investing activities increased principally due to high levels of specific capital expenditure relating to the construction of the new facility at Geismar, LA and the construction of new storage tanks at IMTT’s existing facilities at St. Rose, LA, Bayonne, NJ and Quebec, Canada; and

cash (used in) provided by financing activities changed due to higher dividend payments and less borrowing to fund capital expenditure in 2007 than in the same period in 2006.

Pursuant to the terms of the shareholders’ agreement between ourselves and the other shareholders in IMTT, all shareholders in IMTT other than MIC Inc. are required to loan all dividends received by them (excluding the $100.0 million dividend paid to prior existing shareholders at the closing of our investment in IMTT), net of tax payable in relation to such dividends, through the quarter ending December 31, 2007 back to IMTT Holdings Inc. The shareholder loan has a fixed interest rate of 5.5% and will be repaid over 15 years by IMTT Holdings Inc. with equal quarterly amortization commencing March 31, 2008. Shareholder loans of $16.8 million were outstanding as at March 31, 2007.

For a description of the bulk liquid storage terminal business’ debt facilities see “Liquidity and Capital Resources” in Part II, Item 7 of our ~~airport services~~Annual Report on Form 10-K for the fiscal year ended December 31, 2006. We have not had any material changes to our debt and credit facilities since March 1, 2007, our 10-K filing date.

GAS PRODUCTION AND DISTRIBUTION BUSINESS CASH FLOW

Because TGC’s cash flows are only included in our financial results from June 7, 2006 through March 31, 2007, the following analysis compares the historical cash flows for TGC under both its current and prior owners for the quarter ended March 31, 2007 and 2006. We believe that this is the most appropriate approach to explaining the historical cash flow trends of TGC rather than discussing the composition of cash flows that is included in our consolidated cash flows.


	Quarter Ended March 31,
	2007			2006			Change
	$			$			$			%
	($ in thousands)

Cash provided by operating activities		4,456			9,336			(4,880	)		(52.3	)
Cash used in investing activities		(1,956	)		(2,102	)		146			(6.9	)
Cash used in financing activities		(121	)		(891	)		770			(86.4	)

Key factors influencing cash flow from our gas production and distribution business were as follows:

the decrease in cash provided by operating activities was the result of normal working capital fluctuations and lower income. Working capital fluctuations were primarily due to $2.0 million higher accounts payable balances in the prior period;

cash used in investing activities for both periods was principally for capital additions; and

cash used in financing activities for the first quarter of 2007 comprised distributions to us of $1.1 million, offset by $1.0 million of new long-term borrowing that was used to finance the purchase of utility assets. Cash used in financing activities during the first quarter of 2006 was for distributions to the previous owner.

At March 31, 2007, TGC had $17.0 million available to borrow under its $20.0 million revolving credit facility.

Pursuant to our purchase agreement and regulatory requirements related to our purchase, an escrow account of $4.5 million was established on June 7, 2006 to be used to recover utility fuel cost adjustments. Of this amount, $1.7 million was withdrawn as reimbursement for the previously described fuel cost adjustments since the acquisition. The remaining $2.8 million may be released to TGC to reimburse it for future fuel cost adjustments.

For a description of the gas production and distribution business’ debt facilities see “Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006. We

have not had any material changes to our debt facilities since March 1, 2007, our 10-K filing date, except for the additional drawdown of $1.0 million during the quarter ended March 31, 2007.

DISTRICT ENERGY BUSINESS CASH FLOW


	Quarter Ended March 31,
	2007			2006			Change
	$			$			$			%
	($ in thousands)

Cash provided by operating activities		3,089			570			2,519			NM
Cash used in investing activities		(2,315	)		(493	)		(1,822	)		NM
Cash used in financing activities		(728	)		(2,839	)		2,111			(74.4	)

——————

NM – Not meaningful

Key factors influencing cash flow from our district energy business were as follows:

the increase in cash provided by operating activities was a result of various working capital items, primarily increases in accounts payable and accrued expenses relating to increased growth capital expenditures;

the increase in cash used in investing activities was due to growth capital expenditures for plant expansion and new customer connections and the timing of on-going maintenance capital expenditures for system reliability; and

the decrease in cash used in financing activities was due to lower distributions to us in the first quarter of 2007, being $2.4 million, compared with $4.1 million in the first quarter of 2006 and also additional borrowings in 2007 of $1.8 million to finance capital expenditures. Payments made to us to settle inter-company balances in the first quarter of 2007 are included within cash provided by operating activities.

For a description of the district energy business’ debt and credit facilities, see “Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report of Form ~~10-K/A, as filed on October 16, 2006,~~10-K for the fiscal year ended December 31, ~~2005.~~2006. We have not had any material changes to our debt and credit facilities since March ~~14, 2006,~~1, 2007, our 10-K filing date, except ~~as noted below:~~

~~In connection with our pending acquisition~~for the additional drawdown of ~~Trajen, we expect to incur additional debt through an expansion~~the revolving credit facility of ~~our existing NACH credit facility. See Note 17, Subsequent Events, to~~$1.8 million during the ~~consolidated condensed financial statements in Part I, Item I of this Form 10-Q/A for more information.~~

~~- 34 -~~

quarter ended March 31, 2007.

AIRPORT PARKING BUSINESS CASH FLOW


	Quarter Ended March 31,
	2007			2006			Change
	$			$			$			%
	($ in thousands)

Cash (used in) provided by operating activities		(160	)		925			(1,085	)		(117.3	)
Cash used in investing activities		(1,585	)		(480	)		(1,105	)		NM
Cash used in financing activities		(634	)		(3,606	)		2,972			(82.4	)

——————

NM – Not meaningful

~~Airport Parking Business Cash Flow~~

Quarter Quarter
Ended Ended
March 31, March 31,
($ in thousands) 2006 2005
Cash provided by operations $ 952 $ 1,647
Cash used in investing activities $ (480 ) $ (20 )
Cash used in financing activities $ (3,606 ) $ (91 )

Key factors influencing cash flow from our airport parking business were as follows:

the decrease in cash provided by operating activities was due to movements in working capital items, including trade payables, prepaid expenses and trade receivables;

the increase in cash used in investing activities was a result of higher capital expenditures in the fist quarter of 2007, being $1.6 million, compare to $477,000 in the first quarter of 2006; and

financing activities in the first quarter of 2007 included a $1.0 million distribution to shareholders, including us, in addition to $504,000 payments on capital leases, which were offset by an increase in restricted cash of $936,000. During the first quarter of 2006, a partial repayment of the inter-company loan of $3.2 million was paid to us.

	•		~~increase in interest expense due to new debt incurred to finance the acquisitions in October 2005 and higher interest rates that reached our caps in the first quarter of 2006;~~

	•		~~increase in working capital usage of $241,000, primarily relating to increase in trade and other receivables of $171,000;~~

	•		~~capital expenditures in 2006 of $480,000 compared to $20,000 in 2005;~~

	•		~~partial repayment in 2006~~ For a description of the ~~intercompany loan from MIC Inc. of $3.2 million; and~~

	•		~~capital lease obligation payments in 2006 of $374,000.~~

~~For our~~ airport parking business’ debt and credit facilities, see “Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report of Form ~~10-K/A, as filed on October 16, 2006,~~10-K for the fiscal year ended December 31, ~~2005.~~2006. We have not had any material changes to our debt and credit facilities since March ~~14, 2006,~~1, 2007, our 10-K filing date.

~~District Energy Business Cash Flow~~

Quarter Quarter
Ended Ended
March 31, March 31,
($ in thousands) 2006 2005
Cash provided by operations $ 445 $ 1,409
Cash used in investing activities $ (350 ) $ (251 )
Cash used in financing activities $ (2,839 ) $ —

~~Key factors influencing cash flow from our district energy business were as follows:~~

	•		~~working capital usage reflecting timing of trade receivables and payment of accrued expenses;~~

	•		~~increase in cash used due to the timing of on-going maintenance capital expenditures for system reliability;~~

	•		~~dividend distributions of $4.1 million in 2006 compared to none in 2005; and~~

	•		~~additional borrowings in 2006 of $1.3 million to finance capital expenditures.~~

For our district energy business’ debt and credit facilities, see “Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report of Form 10-K/A, as filed on October 16, 2006, for the fiscal year ended December 31, 2005. We have not had any material changes to our debt and credit facilities since March 14, 2006, our 10-K filing date, except as noted below:

	•		~~debt service ratio at March 31, 2006: 2.05 : 1~~

	•		~~drawdown of revolving credit facility as of March 31, 2006: $2.1 million~~

~~Toll Road Business~~

Connect M1-A1 Limited uses its cash flow after funding its operations to make interest and principal payments on its senior debt, to make interest and principal payments on its subordinated debt to Macquarie Yorkshire and Balfour Beatty and then to make dividend payments to CHL. CHL then distributes these dividends to Macquarie Yorkshire (50%) and Balfour Beatty (50%). The subordinated debt interest payments received by Macquarie Yorkshire are included in our consolidated cash flow from operations and subordinated debt principal payments and dividends are included in our consolidated cash flow from investing activities.

~~- 35 -~~

~~Subordinated Loans~~

Cash flow is generated from our toll road business in the form of interest and principal repayments received from Connect M1-A1 Limited on Macquarie Yorkshire’s subordinated loans to Connect M1-A1 Limited. Assuming that payments under the subordinated loans are made in accordance with the current terms and interest rates remain unchanged, Macquarie Yorkshire anticipates receiving the following debt payments for the year ended December 31, 2006.


~~Interest~~		~~£1.01 million~~
~~Redemption premium~~		~~Nil~~
~~Principal~~		~~£0.2 million~~
~~Total~~		~~£1.21 million~~

~~Dividends~~

Cash flow is also generated from dividends paid to Macquarie Yorkshire by CHL. The shareholders’ agreement for CHL between Macquarie Yorkshire and Balfour Beatty provides for Connect M1-A1 Limited, subject to the availability of cash and distributable reserves, to distribute all of its net income in the form of semi-annual dividends to CHL. CHL in turn distributes the cash dividends received to Macquarie Yorkshire and Balfour Beatty. For the year ended December 31, 2005, CHL paid total dividends to Macquarie Yorkshire of approximately £3.05 million and for the year ended December 31, 2006, it is currently anticipated that CHL will pay total dividends of approximately £2.9 million to Macquarie Yorkshire.

~~Connect M1-A1 Limited’s Senior Debt~~

Distribution of dividends by Connect M1-A1 Limited to CHL and payments of principal and interest on Connect M1-A1 Limited’s subordinated loans from Macquarie Yorkshire are subject to the timely payment of interest and principal and compliance by Connect M1-A1 Limited with covenants contained in the terms of its senior debt described below. Connect M1-A1 Limited has two non-recourse senior debt facilities both of which are secured by the assets and pledged stock of Connect M1-A1 Limited.

The covenants in respect of the senior debt are tested semi-annually for the periods ended March 31 and September 30. In the commercial senior debt facility, the loan life coverage ratio cannot be less than 1.15:1, and the debt service coverage ratio for the preceding and following twelve-month period cannot be less than 1.10:1. In the European Investment Bank facility, the loan life coverage ratio cannot be less than 1.15:1, and the debt service coverage ratio for the preceding and following twelve-month period cannot be less than 1.13:1. The loan life coverage ratio is calculated by reference to the expected cash flows of Connect M1-A1 Limited over the life of the senior debt discounted at the interest rate for the senior debt. If these covenants are not met for any semi-annual period, subordinated debt and dividend payments from Connect M1-A1 Limited are required to be suspended until the covenants are complied with. While payments are suspended, excess cash balances are held by Connect M1-A1 Limited and are not required to be paid towards reducing the senior debt. At March 31, 2006, the loan life coverage ratio was 1.35:1 under the commercial senior debt facility and 1.42:1 under the European Investment Bank facility and the debt service coverage ratio was 1.25:1 for the preceding twelve months and projected at 1.24:1 for the following twelve months.

~~Investments in MCG and SEW~~

Our cash flow from operations include dividends from our investments in MCG and SEW. The dividends we receive from MCG and SEW are dependent on the performance of the underlying businesses and compliance with debt covenants. Based on the public statements of MCG management regarding expected distributions per share for the MCG fiscal year ending June 30, 2006, we expect to receive total dividends from MCG of approximately AUD $6.4 million (USD $4.3 million net of applicable Australian withholding taxes) in the year ended December 31, 2006. Although these estimates are based on public guidance provided by the management of MCG, such guidance does not constitute a guarantee that such dividends will be paid by MCG. For the year ending December 31, 2006, based on the dividends expected to be paid by SEW during the year, we expect to receive total dividends from our investment in SEW of approximately £3.2 million (USD $5.9 million).

Capital Expenditures

On a consolidated basis, we expect to incur $8.4 million of maintenance capital expenditure in 2006 and $26.5 million of specific capital expenditures through 2008. The specific capital expenditure will be funded from available debt facilities, with the proceeds from our recent debt refinancing and with restricted cash from acquisitions. All of the maintenance and specific capital expenditure will be incurred at the operating company level.

~~- 36 -~~

We have detailed our capital expenditures on a segment-by-segment basis, which we believe is a more appropriate approach to explaining our capital expenditure requirements on a consolidated basis.

~~Airport Services Business~~

AIRPORT SERVICES BUSINESS

Maintenance Capital Expenditure

We expect to spend approximately $3.8 million, or $200,000 per FBO, per year on maintenance capital expenditure at Atlantic’s existing FBO’s. At our newly acquired Trajen FBO’s we expect to spend approximately $3.3 million or $140,000 per FBO, per year on maintenance capital expenditure. ~~This amount is~~The amounts will be spent on items such as repainting, replacing equipment as necessary and any ongoing environmental or required regulatory expenditure, such as installing safety equipment. This expenditure is funded from cash flow from operations.

Specific Capital Expenditure

Several specific capital projects that were started in 2006 are expected to be completed in 2007. Expenditures related to these specific projects are expected to total approximately $12.4 million at Atlantic’s existing FBO’s and $2.7 million at the Trajen FBO’s. We intend to ~~incur a total of approximately $12.4 million of specific capital expenditure in 2006 and 2007 which we intend to~~ fund these expenditures from ~~the proceeds of our recent debt refinancing.~~


			~~Estimated Cost/Amount~~
			~~Remaining (from~~
~~Location~~	~~Item~~	~~Expected Timing~~	~~December 31, 2005)~~
~~Teterboro Airport~~	~~Ramp construction~~	~~Commencing second quarter 2006~~	~~$4.5 million~~
~~Metroport East 34th~~ ~~Street~~ ~~Heliport~~	~~Upgrade of heliport in exchange for ten-year operating agreement~~	~~Commencing third quarter 2006~~	~~$2.8 million~~
~~Pittsburgh~~ ~~International Airport~~	~~Original lease requires further capital expenditure. This will be fulfilled through the development of a new hangar.~~	~~Commencing by June 2006~~	~~$5.1 million~~

~~Airport Parking Business~~

cash on hand.

BULK LIQUID STORAGE TERMINAL BUSINESS

Maintenance Capital Expenditure

During the three months ended March 31, 2007, IMTT spent $7.0 million on maintenance capital expenditure, including $5.2 million principally in relation to storage tank refurbishments and $1.7 million on environmental capital expenditure, principally in relation to improvements in containment measures and remediation. Looking forward it is anticipated that total maintenance capital expenditure (maintenance and environmental) is unlikely to exceed a range of between $30.0 million and $40.0 million per year. The expected level of future maintenance capital expenditure over the longer term primarily reflects the need for increased environmental expenditure going forward both to remediate existing sites and to upgrade waste water treatment and spill containment infrastructure to comply with environmental regulations.

Specific Capital Expenditure

IMTT is currently constructing a bulk liquid chemical storage and handling facility on the Mississippi River at Geismar, LA. To date, IMTT has committed approximately $162.0 million of growth capital expenditure to the project. Based on the current project scope and subject to certain minimum volumes of chemical products being handled by the facility, existing customer contracts are anticipated to generate terminal gross profit and EBITDA of at least approximately $18.8 million per year. Completion of construction of the initial $162.0 million phase of the Geismar project is targeted for the first quarter of 2008. In ~~2006,~~the aftermath of Hurricane Katrina, construction costs in the region affected by the hurricane have increased and labor shortages have been experienced. Although a significant amount of the impact of Hurricane Katrina on construction costs has already been incorporated into the capital commitment plan, there could be further negat ive impacts on the cost of constructing the Geismar, LA project (which may not be offset by an increase in gross profit and EBITDA contribution) and/or the project construction schedule.

In addition to the Geismar project, IMTT has recently completed the construction of 10 new storage tanks and is currently in the process of constructing a further 11 new storage tanks with a total capacity of approximately 2.0 million barrels at its Louisiana facilities at a total estimated cost of $63.0 million. It is anticipated that construction will be completed during 2007 and early 2008. Rental contracts with initial terms of at least three years have already been executed in relation to the substantial majority of these tanks with the balance to be used to

service customers while their existing tanks are undergoing scheduled maintenance over the next five years. Overall, it is anticipated that the operation of the new tanks will contribute approximately $10.7 million to IMTT’s terminal gross profit and EBITDA annually.

At the Quebec facility, IMTT is currently in the process of constructing four new storage tanks with total capacity of 269,000 barrels. All of these tanks are already under customer contract with a minimum term of three years. Total construction costs are projected at approximately $7.2 million. Construction of these tanks is anticipated to be completed during 2007 and their operation is anticipated to contribute approximately $1.6 million to the Quebec terminal’s gross profit and EBITDA annually.

During the three months ended March 31, 2007, IMTT spent $30.7 million on specific expansion projects including $21.6 million in relation to the construction the new bulk liquid chemical storage facility at Geismar, LA and $3.4 million and $1.5 million at St Rose, LA and Quebec, Canada principally in relation to the construction of new storage tanks. The balance of the specific capital expenditure related to a number of smaller projects to improve the capabilities of IMTT’s facilities.

It is anticipated that the proposed specific capital expenditure will be fully funded using a combination of IMTT’s cash flow from operations, IMTT’s debt facilities, the proceeds from our ~~airport parking~~investment in IMTT and future loans from the IMTT shareholders other than us. IMTT’s current debt facilities will need to be refinanced on amended terms and increased in size during 2007 to provide the funding necessary for IMTT to fully pursue its expansion plans.

GAS PRODUCTION AND DISTRIBUTION BUSINESS

Capital Expenditure

During 2007, TGC expects to spend approximately $9.5 million for capitalized maintenance, routine replacements of property, and to support new customer growth in 2007. Approximately $2.0 million of the expected total year capital expenditures are for new customer hook-ups. The remaining $7.5 million comprises approximately $400,000 for vehicles and $7.1 million for other renewals and upgrades. A portion of the utility-related expenditures will be funded from available debt facilities. As of March 31, 2007, approximately $2.1 million has been spent for renewals and upgrades, as well as new customers.

DISTRICT ENERGY BUSINESS

Maintenance Capital Expenditure

Our district energy business expects to ~~commit~~spend approximately $1.0 million per year on capital expenditures relating to ~~maintenance-related capital projects totaling $3.6 million,~~the replacement of parts, system reliability, customer service improvements and minor system modifications of which ~~$1.8 million represents our 2006 maintenance~~$281,000 has been spent in the first quarter of 2007. Since 2004, minor system modifications have been made that increased system capacity by approximately 3,000 tons. Maintenance capital expenditures for 2007 will be funded from available debt facilities.

Specific Capital Expenditure

We anticipate spending up to approximately $8.1 million for system expansion in 2007 and ~~$1.8~~2008. As of March 31, 2007, $3.1 million has been spent or committed. This expansion, in conjunction with operational efficiencies we have achieved at our plants and throughout our system, will increase saleable capacity in the downtown cooling system by a total of 16,000 tons. Approximately 6,700 tons of saleable capacity was used in 2006 to accommodate four customers that converted from interruptible to continuous service. The balance of saleable capacity (approximately 9,300 tons) has been sold or is ~~expected~~in the process of being sold to new existing customers.

As of April 15, 2007, we have signed contracts with five customers representing approximately 90% of the remaining additional saleable capacity. One customer began service in late 2006 and the other four customers will begin service between 2007 and 2009. We have identified the likely purchasers of the remaining saleable capacity and expect to have contracts signed by the end of 2007. Management is currently assessing additional operational strategies and methods to expand the system to accommodate increased demand for district cooling in Chicago.

We estimate that we will incur additional capital expenditure of $5.5 million connecting new customers to the system between 2007 and 2008. Typically, new customers will reimburse our district energy business for some, if not all, of these connection expenditures effectively reducing the impact of this capital expenditure. We anticipate that the expanded capacity sold to new or existing customers will be ~~financed with~~under contract or subject to letters of intent prior to Thermal committing to the capital ~~leases.~~ expenditure. Approval from the City of Chicago has been obtained where required to accommodate expansion of the underground distribution piping necessary to connect the above referenced anticipated new customers.

Based on recent contract experience, each new ton of capacity sold will add approximately $425 to annual revenue in the first year of service.

We expect to fund the capital expenditure for system expansion and interconnection by drawing on available debt facilities.

AIRPORT PARKING BUSINESS

Maintenance Capital Expenditure

Maintenance capital projects include regular replacement of shuttle buses and IT equipment, some of which are capital expenditures paid in cash and some of which are financed, including with capital leases.

For the quarter ended March 31, 2006, our airport parking business acquired shuttle buses totaling $1.7 million, which was financed by capital leases. In addition, we spent approximately $250,000 during the period on maintenance capital expenditures that were paid in cash.

~~Specific Capital Expenditure~~

~~In 2006,~~

During 2007, our airport parking business expects to commit to ~~$447,000~~maintenance related capital projects totaling $2.9 million of which $1.8 million will be funded through debt and other financing activities. The balance of $1.1 million will be paid in cash.

Specific Capital Expenditure

In 2007, our airport parking business expects to commit to $77,000 of specific capital projects ~~$147,000 of~~ which ~~represents specific capex and $300,000 of which we expect to finance. In addition, we intend to spend $1.6 million~~will be paid in ~~2006 on capital expenditures related to our SunPark facilities, all of which we pre-funded at the time of our acquisition.~~

For the quarter ended March 31, 2006, we did not incur any costs relating to specific capital projects and we incurred approximately $197,000 in pre-funded capital expenditures relating to our Sunpark facilities.

~~District Energy Business~~

~~For the first quarter of 2006, we spent $493,000 in maintenance capital expenditures.~~

~~For a discussion of expected capital expenditures, see “Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report of~~ ~~Form 10-K/A,~~ ~~as filed on October 16, 2006, for the fiscal year ended December 31, 2005. We have not had any material changes to our capital expenditures budget since March 14, 2006, our 10-K filing date.~~

~~- 37 -~~

cash.

~~Toll Road Business~~

~~Maintenance Capital Expenditure~~

Maintenance capital expenditure is required to maintain the condition of Yorkshire Link at the standard required under the concession on an ongoing basis and to meet the return condition requirements at the end of the concession when the road is transferred to the U.K. government. Connect M1-A1 Limited anticipates spending approximately £30.6 million, at 2003 prices, on periodic maintenance over the remaining life of the concession, with most of this expenditure occurring after 2020. This expenditure generally relates to resurfacing and the maintenance of structures over which Yorkshire Link runs and is in addition to the general day-to-day operating costs of Yorkshire Link.

Commitments and Contingencies

For a discussion of the future obligations of MIC Inc., the U.S. holding company for our consolidated businesses, due by period, under their various contractual obligations, off-balance sheet arrangements and commitments, please see “Liquidity and Capital Resources — Commitments and Contingencies” in Part II, Item 7 of our Annual Report on Form ~~10-K/A, as filed on October 16, 2006,~~10-K for the fiscal year ended December 31, ~~2005.~~2006, filed with the SEC on March 1, 2007. We have not had any material changes to ~~our~~those commitments since March ~~14, 2006, our 10-K filing date,~~1, 2007, except as discussed in Note 1517, Subsequent Events, to our consolidated condensed financial ~~statements.~~

statements in Part I, Item I of this Form 10-Q.

Critical Accounting Policies

For critical accounting policies, see “Critical Accounting Policies” in Part II, Item 7 of our Annual Report on Form ~~10-K/A, as filed on October 16, 2006,~~10-K for the fiscal year ended December 31, ~~2005.~~2006. Our ~~commitments and contingencies~~critical accounting policies have not changed materially ~~since March 14, 2006, our 10-K filing date, except for our pending acquisition agreements entered into subsequent to~~from the description contained in that ~~date.~~ Annual Report.

New Accounting Pronouncements

See Note ~~17, Subsequent Events,~~3, Adoption of New Accounting Pronouncement, to ~~the~~our consolidated condensed financial statements in Part I, Item I of this Form ~~10-Q/A~~10-Q for ~~information~~details on ~~pending acquisitions.~~

new accounting pronouncements which is incorporated herein by reference.

Other Matters

The discussion of the financial condition and results of operations of the company should be read in conjunction with the consolidated condensed financial statements and the notes to those statements included elsewhere herein. This discussion contains forward looking statements that involve risks and uncertainties and are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions identify such forward-looking statements. Our actual results and timing of certain events could differ materially from those anticipated in these

~~CRITICAL ACCOUNTING POLICIES~~

~~For critical accounting policies, see “Critical Accounting Policies”~~

forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Risk Factors” in Part ~~II,~~I, Item 71A of our Annual Report on Form ~~10-K/A, as filed on October 16, 2006,~~10-K for the fiscal year ended December 31, ~~2005. Our critical accounting policies have not changed materially since March 14, 2006,~~2006. Unless required by law, we can undertake no obligation to update forward-looking statements. Readers should also carefully review the risk factors set forth in other reports and documents filed from time to time with the SEC.

Except as otherwise specified, “Macquarie Infrastructure Company,” “we,” “us,” and “our” refer to both the Trust and the Company and its subsidiaries together. Macquarie Infrastructure Management (USA) Inc., which we refer to as our ~~10-K filing date.~~

~~ITEM~~Manager or MIMUSA, is part of the Macquarie group of companies, which we refer to as the Macquarie Group, which comprises Macquarie Bank Limited and its subsidiaries and affiliates worldwide. Macquarie Bank Limited is headquartered in Australia and is listed on the Australian Stock Exchange.

Item 3. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK~~

Quantitative and Qualitative Disclosure About Market Risk

For quantitative and qualitative disclosures about market risk, see Item 7A “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form ~~10-K/A, as filed on October 16, 2006,~~10-K for the fiscal year ended December 31, ~~2005.~~2006. Our exposure to market risk has not changed materially since March ~~14, 2006,~~1, 2007, our 10-K filing date.

~~ITEM~~

Item 4. ~~CONTROLS AND PROCEDURES~~

~~As discussed in Note 18 to our unaudited consolidated financial statements, we have restated our unaudited financial statements for~~Controls and Procedures

Under the ~~quarter ended March 31, 2006~~direction and ~~June 30, 2006 due to a deficiency in our processes and procedures related to~~with the accounting treatment for derivative instruments. Following our initial discovery of several errors related to hedge accounting, on September 13, 2006 our Audit Committee determined that we would amend and restate previously issued unaudited financial statements and other financial information for the quarters ended March 31, 2006 and June 30, 2006 for certain derivative instruments that did not qualify for hedge accounting during those periods and that the originally filed unaudited financial statements and other financial information should not be relied upon. We also initiated a comprehensive review of allparticipation of our ~~determinations~~Chief Executive Officer and documentation related to hedge accounting for derivative instruments, as well as our related processes and procedures. As a result of that review, management determined that none of our interest rate and foreign exchange derivative instruments met the criteria required for use of either the “short-cut” or “critical terms match” methods of hedge accounting for all periods through June 30, 2006. On October 13, 2006, management recommended to the Audit Committee that our 2005 unaudited quarterly financial information and certain 2005 segment financial information within Management's Discussion and Analysis ofChief Financial Condition and Results of Operations should also be restated to reflect the elimination of hedge accounting for derivative instruments. The Audit Committee agreed with management’s recommendation and determined that previously reported 2005 unaudited quarterly financial information and certain 2005 segment financial information Management's Discussion and Analysis of Financial Condition and Results of Operations should no longer be relied upon. On October 16, 2006,Officer, we are separately filing an amended and restated Quarterly Report on Form 10-Q/A for the quarterly period ended March 31, 2006 to eliminate the use of hedge accounting for all of our derivative instruments and an amended and restated Annual Report on Form 10-K/A for the year ended December 31, 2005 to revise the quarterly and segment information discussed above.

~~We initially~~ evaluated our disclosure controls and procedures (as such term is defined under Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this ~~report under the direction and with the participation of our Chief Executive Officer and Chief Financial Officer.~~report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer ~~initially~~ concluded that our disclosure controls and procedures were effective as of March 31, ~~2006.~~ 2007.

In ~~connection with the restatement described above, management concluded that~~January 2007, we had a material weakness in our internal control over financial reporting as a result of a deficiency in our processes and procedures relating to hedge accounting for derivative instruments. Solely because of this material weakness, management has, as of the date of the filing of this amended and restated Quarterly Report on Form 10-Q/A, restated its assessment and concluded that disclosure controls and procedures were not effective as of March 31, 2006.

We do not intend to use hedge accounting through the remainder of 2006. We do however plan to fully remediate the material weakness in our internal control over financial reporting with respect to the application of hedge accounting for derivative instruments prior tobegan applying hedge accounting for derivative instruments. ~~At a minimum, our remediation will result~~This resulted in the installation and testing of the following procedures and training:

•

We ~~will~~ continue to provide appropriate training to our accounting staff regarding hedge accounting for derivative instruments.

We have updated our ~~accounting staff regarding hedge accounting for derivative instruments.~~

•

~~We plan to update our policies and procedures to ensure that, with regard to hedge accounting for derivative instruments:~~

	o		Our procedures will require the completion and senior review of a detailed report listing the specific criteria supporting the determination that hedge accounting is appropriate at the inception or acquisition of a derivative instrument and an analysis of any required tests of hedge effectiveness.

	o		Our procedures will require the completion and senior review of a detailed report stating how we will test for effectiveness and measure ineffectiveness on a quarterly basis for each derivative instrument.

	o		Our procedures will require the completion and senior review of a detailed quarterly report reassessing the initial determination for each derivative instrument and, where applicable, retesting for effectiveness and measuring ineffectiveness.

	o		We will require that our policies and procedures for accounting for derivative instruments be reviewed periodically by an external consultant to address any changes in law, interpretations, or guidance relating to hedge accounting.

	o		An external consultant with hedge accounting expertise may review specific transactions from time to time to provide guidance on our accounting for derivatives instruments with regard to market practice.

~~We expect these~~ policies and procedures to ensure that, with regard to hedge accounting for derivative instruments:

Our procedures require the completion and senior review of a detailed report listing the specific criteria supporting the determination that hedge accounting is appropriate at the inception or acquisition of a derivative instrument and an analysis of any required tests of hedge effectiveness.

Our procedures require the completion and senior review of a detailed report stating how we test for effectiveness and measure ineffectiveness on a quarterly basis for each derivative instrument.

Our procedures require the completion and senior review of a detailed quarterly report reassessing the initial determination for each derivative instrument and, where applicable, retesting for effectiveness and measuring ineffectiveness.

We require that our policies and procedures for accounting for derivative instruments be reviewed periodically by an external consultant to address any changes in ~~effect in the first quarter of 2007 at which time we plan~~law, interpretations, or guidance relating to ~~begin using~~ hedge accounting.

~~There was~~

An external consultant with hedge accounting expertise may review specific transactions from time to time to provide guidance on our accounting for derivatives instruments with regard to market practice.

We installed and utilize hedge accounting software to assist management in maintaining sufficient documentation, perform required effectiveness testing and calculating amounts to record.

Except as described above, there has been no change in our internal ~~control~~controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the ~~fiscal~~ quarter ended March 31, ~~2006~~2007 that has materially affected, or is reasonably likely to materially affect, our internal ~~control~~controls over financial reporting.

PART II. OTHER INFORMATION

~~ITEM~~

Item 1. ~~LEGAL PROCEEDINGS~~

~~Please see the~~Legal Proceedings

There are no material legal proceedings ~~described~~other than as disclosed in Part I, Item 3 of our Annual Report on Form ~~10-K/A, as filed on October 16, 2006,~~10-K for the fiscal year ended December 31, ~~2005. There were no material changes to legal proceedings during~~2006, filed with the ~~quarter ended~~SEC on March ~~31, 2006.~~

~~ITEM 1A. RISK FACTORS~~

The market price and marketability of our shares may from time to time be significantly affected by numerous factors beyond our control, which may adversely affect our ability to raise capital through future equity financings.

The market price of our shares may fluctuate significantly. Many factors that are beyond our control may significantly affect the market price and marketability of our shares and may adversely affect our ability to raise capital through equity financings. These factors include the following:

•		~~price and volume fluctuations in the stock markets generally;~~

•		significant volatility in the market price and trading volume of securities of registered investment companies business development companies or companies in our sectors, which may not be related to the operating performance of these companies;

•		~~fluctuations in interest rates;~~

•		~~fluctuations in our earnings caused by marking to market on a quarterly basis our derivatives instruments;~~

•		~~changes in our earnings or variations in operating results;~~

•		~~any shortfall in revenue or net income or any increase in losses from levels expected by securities analysts;~~

•		~~changes in regulatory policies or tax law;~~

•		~~operating performance of companies comparable to us;~~

•		~~general economic trends and other external factors; and~~

•		~~loss of a major funding source.~~

~~ITEM~~1, 2007.

Item 2. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

Unregistered Sales of Equity Securities

and Use of Proceeds

None.

~~ITEM~~

Item 3. ~~DEFAULTS UPON SENIOR SECURITIES~~

~~None.~~

~~- 38 -~~

Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

~~ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~

None.

~~ITEM~~

Item 5. ~~OTHER INFORMATION~~

Other Information

None.

~~ITEM~~

Item 6. ~~EXHIBITS~~

Exhibits

An exhibit index has been filed as part of this Report on page ~~E-1.~~E-l.

~~- 39 -~~

SIGNATURES

~~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.


	MACQUARIE INFRASTRUCTURE COMPANY TRUST

Dated: May 8, 2007	~~Macquarie Infrastructure Company Trust~~ By:
~~Dated: October 13, 2006~~	~~By:~~	/s/ Peter Stokes
		Name:	Peter Stokes
		Title:	Regular Trustee

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.


	~~Macquarie Infrastructure Company~~ MACQUARIE INFRASTRUCTURE COMPANY LLC
~~Dated: October 13, 2006~~	~~By:~~	~~/s/ Peter Stokes~~
		~~Name:~~	~~Peter Stokes~~
		~~Title:~~	~~Chief Executive Officer and Interim Chief Financial Officer~~

~~- 40 -~~

~~EXHIBIT INDEX~~


~~Exhibit~~
~~Number~~		~~Description~~
~~2.1~~		Purchase and Sale Agreement dated April 18, 2006 by and among Trajen Holdings, Inc., the stockholders thereof and Macquarie FBO Holdings, LLC. (incorporated by reference to exhibit 2.1 to the Registrants’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on May 10, 2006 (the (“10-Q”)).

~~2.2~~ Dated: May 8, 2007	By:	/s/ Peter Stokes
		~~Stock Subscription Agreement dated April 14, 2006 between Macquarie Terminal Holdings~~ Name: Peter Stokes Title: Chief Executive Officer


	MACQUARIE INFRASTRUCTURE COMPANY LLC IMTT Holdings Inc. and the Current Owners (incorporated by reference to Exhibit 2.1 of the Registrants’ Current Report on Form 8-K, filed with the SEC on April 17, 2006 (the “April Current Report”)).

~~10.1~~ Dated: May 8, 2007	By:	Shareholder’s Agreement dated April 14, 2006 between Macquarie Terminal Holdings LLC, IMTT Holdings Inc., the Current Shareholders and the Current Beneficial Owners named therein (incorporated by reference to Exhibit 2.2 of the April Current Report). /s/ Francis T. Joyce
		Name: Francis T. Joyce Title: Chief Financial Officer

EXHIBIT INDEX


~~10.2~~ Exhibit Number		~~Amended and Restated Credit~~ Description

2.1		Stock Purchase Agreement dated as of ~~May 9, 2006~~April 16, 2007 by and among Macquarie FBO Holdings LLC, Mercury Air Centers, Inc., the Stockholders named therein and Allied Capital Corporation, as the Seller Representative
2.2		Form of Stock Option Agreement by and between Kenneth C. Ricci and Macquarie Infrastructure Company ~~Inc.,~~LLC
10.1		Letter Agreement dated April 13, 2007 among The Governor and Company of the Bank of Ireland, Bayerische Landesbank and Macquarie Infrastructure Company ~~LLC,~~Inc.
10.2		Waiver and Second Amendment to Amended and Restated Loan Agreement dated as of February 13, 2007 by and among Atlantic Aviation FBO Inc., the ~~Lenders~~several banks and ~~Issuers party thereto~~other financial institutions named therein and ~~Citicorp North America, Inc.~~Mizuho Corporate Bank, Ltd., as Administrative Agent ~~(incorporated by reference to exhibit 10.2 to the 10-Q).~~
10.3		Twenty-Fourth Amendment to District Cooling System Use Agreement, dated as of November 1, 2006, by and between the City of Chicago, Illinois and MDE Thermal Technologies, Inc.
~~10.3~~ 31.1		~~Commitments letters relating to an increase in the Senior Credit Facility of North America Capital Holding Company (incorporated by reference to exhibit 10.3 to the 10-Q).~~

~~31.1~~		Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer ~~and Interim~~
31.2		Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial ~~Officer.~~Officer
31.3		Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting Officer
32.1		Section 1350 Certification of the Chief Executive Officer ~~and Interim~~
32.2		Section 1350 Certification of the Chief Financial ~~Officer.~~

~~99.1~~		~~Earnings release related to the quarter ended March 31, 2006 (incorporated by reference to exhibit 99.1 to the 10-Q).~~Officer

~~- 41 -~~

E-1


~~Delaware~~		~~20-6196808~~
(State or Other Jurisdiction of Incorporation or Organization)		(~~I.R.S.~~IRS Employer Identification No.)

		43-2052503
~~Delaware~~		~~43-2052503~~
(State or Other Jurisdiction of Incorporation or Organization)		(~~I.R.S.~~IRS Employer Identification No.)
~~Organization)~~


~~125 West 55~~^th ~~Street, 22~~^nd~~Floor~~		~~10019~~
~~New York, New York~~		~~(Zip Code)~~
~~(Address of principal executive offices)~~


Large Accelerated Filer¨	Accelerated Filerý	~~Large accelerated filer~~þ		~~Accelerated filer~~o		Non-accelerated ~~filer~~Filero¨


	March 31, 2006
	(unaudited)		December 31, 2005
	(restated)
Assets
Current assets:
Cash and cash equivalents	$	126,483	$	115,163
Restricted cash		1,471		1,332
Accounts receivable, less allowance for doubtful accounts of $882 and $839, respectively		21,386		21,150
Dividends receivable		2,651		2,365
Inventories		1,611		1,981
Prepaid expenses		5,545		4,701
Deferred income taxes		2,115		2,101
Income tax receivable		3,420		3,489
Other		5,057		4,394


Total current assets		169,739		156,676

Property, equipment, land and leasehold improvements, net		334,094		335,119

Restricted cash		19,516		19,437
Equipment lease receivables		42,999		43,546
Investment in unconsolidated business		70,409		69,358
Investment, cost		35,716		35,295
Securities, available for sale		69,233		68,882
Related party subordinated loan		19,492		19,866
Goodwill		281,809		281,776
Intangible assets, net		296,041		299,487
Deposits and deferred costs on acquisitions		18,552		14,746
Deferred financing costs, net of accumulated amortization		12,168		12,830
Fair value of derivative instruments		14,478		4,660
Other		1,614		1,620


Total assets	$	1,385,860	$	1,363,298


Liabilities and stockholders’ equity
Current liabilities:
Due to manager	$	6,546	$	2,637
Accounts payable		15,634		11,535
Accrued expenses		12,382		13,994
Current portion of notes payable and capital leases		5,970		2,647
Current portion of long-term debt		146		146
Dividends payable		13,525		—
Other		3,501		3,639


Total current liabilities		57,704		34,598

Capital leases and notes payable, net of current portion		3,607		2,864
Long-term debt, net of current portion		610,811		610,848
Related party long-term debt		18,714		18,247
Deferred income taxes		112,940		113,794
Income tax liability		2,656		—


þ Delaware		~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

		20-6196808
o		~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~


	Part I. Financial Information
Item 1.	Financial Statements		1
	~~PART I. FINANCIAL INFORMATION~~Consolidated Condensed Balance Sheets as ofMarch 31, 2007 (Unaudited) and December 31, 2006		1
	Consolidated Condensed Statements of Income for the Quarters Ended March 31, 2007 and 2006 (Unaudited)		3
	Consolidated Condensed Statements of Cash Flows for the Quarters Ended March 31, 2007 and 2006 (Unaudited)		4
	Notes to Consolidated Condensed Financial Statements (Unaudited)		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3.	Quantitative and Qualitative Disclosure About Market Risk		38
Item 4.	Controls and Procedures		38

	Part II. Other Information
~~ITEM~~ Item 1. ~~Financial Statements~~	Legal Proceedings	4	39
~~MACQUARIE INFRASTRUCTURE COMPANY TRUST~~ Item 2.
~~Consolidated Condensed Balance Sheets as of March 31, 2006 (Unaudited) and December 31, 2005~~		4
~~Consolidated Condensed Statement of Operations for the Quarters Ended March 31, 2006 and 2005 (Unaudited)~~		6
~~Consolidated Condensed Statement of Cash Flows for the Quarters Ended March 31, 2006 and 2005 (Unaudited)~~		7
~~Notes to Consolidated Condensed Financial Statements (Unaudited)~~		9

~~ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~		19

~~ITEM 3. Quantitative and Qualitative Disclosure About Market Risk~~		38

~~ITEM 4. Controls and Procedures~~		38

~~PART II. OTHER INFORMATION~~

~~ITEM 1. Legal Proceedings~~		38

~~ITEM 1A. Risk Factors~~		38

~~ITEM 2.~~ Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.		38

~~ITEM 3.~~ Defaults Upon Senior Securities	39
Item 4.		38

~~ITEM 4.~~ Submission of Matters to a Vote of Security Holders	39
Item 5.	Other Information	39	39
Item 6.	Exhibits
~~ITEM 5. Other Information~~		39

~~ITEM 6. Exhibits~~		39
~~EX-31.1: CERTIFICATION~~
~~EX-32.1: CERTIFICATION~~


	March 31, 2007		December 31, 2006
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	146,404	$	37,388
Restricted cash		957		1,216
Accounts receivable, less allowance for doubtful accounts of $1,447 and $1,435, respectively		62,771		56,785
Dividends receivable		7,000		7,000
Other receivables		900		87,973
Inventories		13,634		12,793
Prepaid expenses		7,813		6,887
Deferred income taxes		2,411		2,411
Income tax receivable		—		2,913
Other		12,034		15,600
Total current assets		253,924		230,966

Property, equipment, land and leasehold improvements, net		526,262		522,759

Restricted cash		22,915		23,666
Equipment lease receivables		40,712		41,305
Investment in unconsolidated business		236,103		239,632
Goodwill		486,476		485,986
Intangible assets, net		519,844		526,759
Deposits and deferred costs on acquisitions		1,785		579
Deferred financing costs, net of accumulated amortization		19,472		20,875
Fair value of derivative instruments		2,093		2,252
Other		2,303		2,754
Total assets	$	2,111,889	$	2,097,533

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Due to manager	$	5,422	$	4,284
Accounts payable		34,595		29,819
Accrued expenses		20,831		19,780
Current portion of notes payable and capital leases		7,107		4,683
Current portion of long-term debt		3,754		3,754
Distributions payable		21,410		—
Fair value of derivative instruments		1,434		3,286
Other		8,390		6,533
Total current liabilities		102,943		72,139


	Quarter Ended
	March 31, 2006			March 31, 2005
	(restated)			(restated)
Revenues
Revenue from fuel sales	$	41,992		$	30,241
Service revenue		42,904			34,152
Financing and equipment lease income		1,298			1,342


Total revenue		86,194			65,735


Costs and expenses
Cost of fuel sales		25,269			17,095
Cost of services		21,032			17,073
Selling, general and administrative expenses		23,950			19,345
Fees to manager		6,478			1,943
Depreciation expense		1,710			1,327
Amortization of intangibles		3,446			3,085


Total operating expenses		81,885			59,868


Operating income		4,309			5,867

Other income (expense)
Dividend income		2,651			—
Interest income		1,702			1,099
Interest expense		(15,663	)		(7,758	)
Equity in earnings and amortization charges of investee		2,453			1,653
Unrealized gain on derivative instruments		13,675			4,343
Other expense, net		(167	)		(915	)

Net income before income taxes and minority interests		8,960			4,289
Income tax expense		1,393			—


Net income before minority interests		7,567			4,289

Minority interests		6			51


Net income	$	7,561		$	4,238


Basic income per share:	$	0.28		$	0.16

Weighted average number of shares of trust stock outstanding: basic		27,050,745			26,610,100
Diluted income per share:	$	0.28		$	0.16

Weighted average number of shares of trust stock outstanding: diluted		27,066,618			26,617,744
Cash dividends declared per share	$	0.50		$	—


	Quarter Ended
	March 31, 2007			March 31, 2006
Revenues
Revenue from product sales	$	110,648		$	41,992
Service revenue		57,086			42,904
Financing and equipment lease income		1,248			1,298
Total revenue		168,982			86,194

Costs and expenses
Cost of product sales		70,484			25,269
Cost of services		23,342			21,032
Selling, general and administrative		38,978			23,950
Fees to manager		5,561			6,478
Depreciation		3,891			1,710
Amortization of intangibles		6,928			3,446
Total operating expenses		149,184			81,885

Operating income		19,798			4,309

Other income (expense)
Dividend income		—			2,651
Interest income		1,459			1,702
Interest expense		(17,566	)		(15,663	)
Equity in earnings and amortization charges of investees		3,465			2,453
(Loss) gain on derivative instruments		(477	)		13,686
Other expense, net		(916	)		(178	)
Net income before income taxes and minority interests		5,763			8,960
Benefit (provision) for income taxes		2,045			(1,393	)

Net income before minority interests		7,808			7,567

Minority interests		(69	)		6

Net income	$	7,877		$	7,561

Basic earnings per share:	$	0.21		$	0.28
Weighted average number of shares of trust stock outstanding: basic		37,562,165			27,050,745
Diluted earnings per share:	$	0.21		$	0.28
Weighted average number of shares of trust stock outstanding: diluted		37,579,034			27,066,618
Cash dividends declared per share	$	0.57		$	0.50


	Quarter Ended March 31,
	2007	2006

Weighted average number of shares of trust stock outstanding: basic	37,562,165	27,050,745
Dilutive effect of restricted stock unit grants	16,869	15,873
Weighted average number of shares of trust stock outstanding: diluted	37,579,034	27,066,618


	March 31, 2006			December 31,
	(unaudited)			2005
Land	$	62,520		$	62,520
Easements		5,624			5,624
Buildings		32,961			32,866
Leasehold and land improvements		109,055			108,726
Machinery and equipment		134,070			132,196
Furniture and fixtures		1,998			1,920
Construction in progress		3,831			3,486
Property held for future use		1,233			1,196
Other		933			764

		352,225			349,298
Less: Accumulated depreciation		(18,131	)		(14,179	)


Property, equipment, land and leasehold improvements, net	$	334,094		$	335,119


	Weighted Average		March 31, 2006
	Life (Years)		(unaudited)			December 31, 2005
Contractual arrangements		32.0	$	237,572		$	237,572
Non-compete agreements		2.8		4,835			4,835
Customer relationships		9.8		26,640			26,640
Leasehold rights		13.3		8,259			8,259
Trade names	Indefinite(1)			26,175			26,175
Domain names	Indefinite(1)			8,307			8,307
Technology		5.0		460			460

				312,248			312,248
Less: Accumulated amortization				(16,207	)		(12,761	)

Intangible assets, net			$	296,041		$	299,487


	Weighted Average Life (Years)	March 31, 2007			December 31, 2006

Contractual arrangements	30.5	$	459,373		$	459,373
Non-compete agreements	2.8		5,035			5,035
Customer relationships	10.1		66,840			66,840
Leasehold rights	12.2		8,359			8,359
Trade names	Indefinite(1)		17,499			17,499
Domain names	Indefinite(2)		2,105			2,092
Technology	5		460			460
			559,671			559,658
Less: Accumulated amortization			(39,827	)		(32,899	)
Intangible assets, net		$	519,844		$	526,759


	March 31, 2007		December 31, 2006

Airport services	$	480,000	$	480,000
Gas production and distribution		163,000		162,000
District energy		120,000		120,000
Airport parking		201,621		201,660
		964,621		963,660
Less current portion		3,754		3,754
Long-term portion	$	960,867	$	959,906


	Airport Services		Gas Production and Distribution		District Energy		Airport Parking		Total
Revenue from Product Sales
Fuel sales	$	69,847	$	40,801	$	—		—	$	110,648
		69,847		40,801		—		—		110,648
Service Revenue
Other services		31,213		—		649		—		31,862
Cooling capacity revenue		—		—		4,551		—		4,551
Cooling consumption revenue		—		—		1,862		—		1,862
Parking services		—		—		—		18,811		18,811
		31,213		—		7,062		18,811		57,086
Financing and Lease Income
Financing and equipment lease		—		—		1,248		—		1,248
		—		—		1,248		—		1,248

Total Revenue	$	101,060	$	40,801	$	8,310		18,811	$	168,982


	Quarter Ended March 31, 2007								At March 31, 2007
	Segment Profit(1)		Interest Expense		Depreciation/ Amortization(2)		Capital Expenditures		Property, Equipment, Land and Leasehold Improvements		Total Assets
	(unaudited)								(unaudited)

Airport services	$	57,061	$	8,574	$	7,963	$	1,702	$	149,455	$	935,597
Gas production and distribution		10,895		2,282		1,731		1,956		133,096		309,321
District energy		2,678		2,180		1,768		2,315		145,461		236,921
Airport parking		4,522		4,045		1,823		1,585		98,250		283,200
Total	$	75,156	$	17,081	$	13,285	$	7,558	$	526,262		1,765,039


	March 31,
	2007			2006

Total reportable segments	$	1,765,039		$	1,084,317
Equity and cost investments:
Investment in IMTT		236,103			—
Investment in Yorkshire		—			70,409
Investment in SEW		—			35,716
Investment in MCG		—			69,233
Corporate and other		336,101			381,256
Less: Consolidation elimination entries		(225,354	)		(255,071	)
Total consolidated assets	$	2,111,889		$	1,385,860


	Quarter Ended March 31, 2006								At March 31, 2006
	(unaudited)								(unaudited)
	(restated)								Property,
									Equipment, Land
	Segment		Interest		Depreciation/		Capital		and Leasehold		Total
	Profit (1)		Expense		Amortization(2)		Expenditures		Improvements		Assets
Airport services	$	32,570	$	9,020	$	4,413	$	550	$	91,739	$	553,019
Airport parking		4,781		3,901		1,271		447		96,074		290,419
District energy		2,542		2,145		1,760		493		146,281		240,879


Total	$	39,893	$	15,066	$	7,444	$	1,490	$	334,094	$	1,084,317


	Quarter Ended March 31, 2006								At March 31, 2006
	Segment Profit(1)		Interest Expense		Depreciation/ Amortization(2)		Capital Expenditures		Property, Equipment, Land and Leasehold Improvements		Total Assets
	(unaudited)								(unaudited)

Airport services	$	32,570	$	9,020	$	4,413	$	550	$	91,739	$	553,019
District energy		2,542		2,145		1,760		493		146,281		240,879
Airport parking		4,781		3,901		1,271		447		96,074		290,419
Total	$	39,893	$	15,066	$	7,444	$	1,490	$	334,094		1,084,317


~~(1)~~		Segment profit includes revenue less cost of sales. For the airport parking and district energy businesses, depreciation expense of $865,000 and $1.4 million, respectively, are included in cost of sales for the quarter ended March 31, 2006.

~~(2)~~		Includes depreciation expense of property, equipment and leasehold improvements and amortization of intangible assets. Includes depreciation expense for the airport parking and district energy businesses which has also been included in segment profit.


Total assets of reportable segments	$	1,084,317
Equity and cost investments:
Investment in Yorkshire Link		70,409
Investment in SEW		35,716
Investment in MCG		69,233
Corporate and other		381,256
Less: Consolidation entries		(255,071	)


Total consolidated assets	$	1,385,860


Total reportable segment profit	$	39,893
Selling, general and administrative expenses		(23,950	)
Fees to manager		(6,478	)
Depreciation and amortization (1)		(5,156	)

		4,309
Unrealized gains on derivative instruments		13,675
Other expense, net		(9,024	)

Total consolidated income before income taxes and minority interests	$	8,960


	Quarter Ended March 31, 2005								At March 31, 2005
	(unaudited)								(unaudited)
	(restated)								Property,
									Equipment, Land
	Segment		Interest		Depreciation/		Capital		and Leasehold		Total
	Profit (1)		Expense		Amortization(2)		Expenditures		Improvements		Assets
Airport services	$	25,705	$	3,467	$	3,466	$	597	$	77,993	$	468,996
Airport parking		3,203		2,126		1,112		31		66,970		205,494
District energy		2,659		2,194		1,728		251		150,543		252,718


Total	$	31,567	$	7,787	$	6,306	$	879	$	295,506	$	927,208


~~(1)~~		~~Does not include depreciation expense for the airport parking and district energy businesses which are included in total reportable segment profit.~~


Quarter ended March 31, 2007
Portion of loan facility commitment provided by MBL	$	50,000
Portion of loan outstanding from MBL, as at March 31, 2007		50,000
Interest expense on MBL portion of loan		899


Quarter ended March 31, 2007
Portion of revolving credit facility commitment provided by MBL, as at March 31, 2007	$	100,000
Portion of loan outstanding from MBL, as at March 31, 2007		—


Distributions lock-up test:	· 12 month look forward and 12 month look backward debt service coverage ratio of 1.50x or higher
	· Full funding of any required environmental remediation
	· 12 month Site EBITDA on a proforma basis greater than:
	Year	Minimum EBITDA
	2007	$27.10 million
	2008	$28.80 million
	2009	$30.50 million
	· Projected site EBITDA in 2007 of at least $28.75 million in certain circumstances

Hedging:	· 100% of the term loan portion of the facility

	•		~~a restriction on incurring additional debt at the MIC or MIC Inc. level prior to term loan repayment or termination of commitments; and~~

	•		~~an increase in the maximum leverage ratio to 6.8x through the end of 2006, declining to 6.1x through March 31, 2008, returning to 5.6x upon term loan repayment or termination of commitments; and~~

	•		~~any amounts drawn under the facility to finance the Trajen acquisition in excess of the $180 million term loan will reduce amounts available under the facility for working capital purposes.~~


~~Notional Principal Amount:~~		~~$180 million~~
~~Effective Date:~~		~~December 31, 2006~~
~~Termination Date:~~		~~December 12, 2010~~
~~Fixed Rate:~~		~~5.495%~~


	Quarter Ended March 31, 2006					Quarter Ended March 31, 2005
	As Reported			As Restated **		As Reported			As Restated
	In thousands, except per share data
Operating income	$	4,309		$	4,309	$	5,867		$	5,867
Other income (expense) *		(5,647	)		3,252		(5,950	)		(1,629	)
Net income (loss)		(1,338	)		7,561		(83	)		4,238
Net income (loss) per share, basic and diluted	$	(0.049	)	$	.28	$	(0.003	)	$	.16


*		~~Includes minority interests and income taxes.~~

**		~~Includes a loss of $384,000 relating to the change in the fair value of the derivatives from their respective inceptions through December 31, 2005.~~


*		~~Includes income taxes and minority interests.~~

**		~~Includes an amount within each segment relating to the change in the fair market value of derivatives for that business from their respective inceptions through December 31, 2005.~~

Start Date

~~Macquarie District Energy, Inc., or MDE, is a wholly owned subsidiary of MDEH.~~

~~Macquarie Bank Limited has provided $60 million of the airport services debt. Interest paid on Macquarie Bank Limited’s portion of the long-term debt for the quarter ended~~

March 31, 2006 was $952,000 and has been included in interest expense in the accompanying consolidated condensed statement of operations. Macquarie Bank Limited is also providing approximately one third of the interest rate swaps and made a payment to the airport services business of $54,000 for the quarter ended March 31, 2006, which is also included in interest expense.30, 2007

December 12, 2010