Exhibit 99.2
UNAUDITED PRO FORMA COMBINED CONSOLIDATED
STATEMENTS OF OPERATIONS
The Unaudited Pro Forma Combined Consolidated Statements of Operations, or the pro forma income statements, combine the historical consolidated financial statements of Macquarie Infrastructure Company LLC (“the Company”) and IMTT Holdings Inc. and Subsidiaries (“IMTT”) to illustrate the effects of: (a) the acquisition of the remaining 50% interest in IMTT that the Company did not previously own, which was completed on July 16, 2014 (the “IMTT Acquisition”) and the change from the Company’s 50% investment in IMTT, which was accounted for under the equity method of accounting, to 100% consolidation of IMTT; and (b) the financing of the cash consideration thereof with a portion of the proceeds from the public offerings of limited liability company interests and convertible senior notes. The pro forma income statements are based on, and should be read in conjunction with the:
• accompanying notes to the pro forma income statements;
• consolidated financial statements of the Company for the year ended December 31, 2013 and the nine months ended September 30, 2014 and the notes relating thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 and the Company’s Quarterly Report on Form 10-Q for the nine month period ended September 30, 2014; and
• consolidated financial statements of IMTT for the year ended December 31, 2013 and six months ended June 30, 2014 and the notes relating thereto, included elsewhere in this Form 8-K.
The historical consolidated financial statements have been adjusted in the pro forma income statements to give effect to pro forma events that are (1) directly attributable to the IMTT Acquisition, (2) factually supportable and (3) expected to have a continuing impact on the combined results. The pro forma income statements for the year ended December 31, 2013 and the nine months ended September 30, 2014, give effect to the IMTT Acquisition as if it occurred on January 1, 2013.
The pro forma income statements have been prepared using the acquisition method of accounting under existing United States Generally Accepted Accounting Principles, or GAAP, and the regulations of the SEC. The Company is the acquirer in the IMTT Acquisition for accounting purposes.
In the opinion of management, all adjustments necessary to reflect the effects of the matters described above and in the notes to the pro forma income statements have been included and are based upon available information and assumptions that we believe are reasonable.
Further, the historical financial information presented herein has been adjusted to give pro forma effect to events that we believe are factually supportable and which are expected to have a continuing impact on our results. However, such adjustments are estimates and may not prove to be accurate. These adjustments are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. See “Risk Factors” and “Forward-Looking Statements” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and our Quarterly Report on Form 10-Q for the nine month period ended September 30, 2014.
The pro forma income statements have been presented for informational purposes only and are not necessarily indicative of what the combined company's results of operations would have been had the IMTT Acquisition been completed on the dates indicated. The Company has incurred and expects to incur additional costs to integrate the Company’s and IMTT’s businesses. The pro forma income statements do not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from any integration activities. In addition, the pro forma income statements do not purport to project the future results of operations of the combined company.
UNAUDITED PRO FORMA CONSOLIDATED COMBINED INCOME STATEMENT FOR THE
YEAR ENDED DECEMBER 31, 2013
| | | Year Ended December 31, 2013 | |
| | | | | | | | | | | | | |
| | | | | | IMTT (100%) | | | Proforma | | | | |
| ($ in thousands, except share and per share data) | | As Reported | | | Standalone | | | Adjustments | | | Proforma | |
| | | | | | (unaudited) | | | | |
| | | | | | | | | | | | | |
| Revenue | | | | | | | | | | | | | | | | |
| Service revenue | | $ | 770,360 | | | $ | 513,902 | | | $ | - | | | $ | 1,284,262 | |
| Product revenue | | | 267,096 | | | | - | | | | - | | | | 267,096 | |
| Financing and equipment lease income | | | 3,563 | | | | - | | | | - | | | | 3,563 | |
| Total revenue | | | 1,041,019 | | | | 513,902 | | | | - | | | | 1,554,921 | |
| Costs and expenses | | | | | | | | | | | | | | | | |
| Cost of services | | | 434,177 | | | | 233,388 | | | | - | | | | 667,565 | |
| Cost of product sales | | | 185,843 | | | | - | | | | - | | | | 185,843 | |
| Gross profit | | | 420,999 | | | | 280,514 | | | | - | | | | 701,513 | |
| Selling, general and administrative | | | 210,060 | | | | 32,729 | | | | - | | | | 242,789 | |
| Fees to manager - related party | | | 85,367 | | | | - | | | | - | | | | 85,367 | |
| Depreciation | | | 39,150 | | | | 74,154 | | | | 44,711 | (a) | | | 158,015 | |
| Amortization of intangibles | | | 34,651 | | | | 1,937 | | | | 9,047 | (b) | | | 45,635 | |
| Loss from customer contract termination | | | 5,906 | | | | - | | | | - | | | | 5,906 | |
| Loss on disposal of assets | | | 226 | | | | - | | | | - | | | | 226 | |
| Total operating expenses | | | 375,360 | | | | 108,820 | | | | 53,758 | | | | 537,938 | |
| Operating income | | | 45,639 | | | | 171,694 | | | | (53,758 | ) | | | 163,575 | |
| Other income (expense) | | | | | | | | | | | | | | | | |
| Interest income | | | 204 | | | | - | | | | - | | | | 204 | |
| Interest expense | | | (37,044 | ) | | | (24,572 | ) | | | (12,981 | ) (c) | | | (74,597 | ) |
| Loss on extinguishment of debt | | | (2,472 | ) | | | - | | | | - | | | | (2,472 | ) |
| Equity in earnings and amortization charges of investee | | | 39,115 | | | | - | | | | (39,115 | ) (d) | | | - | |
| Other income, net | | | 681 | | | | 2,133 | | | | - | | | | 2,814 | |
| Net income before income taxes | | | 46,123 | | | | 149,255 | | | | (105,854 | ) | | | 89,524 | |
| Provision for income taxes | | | (18,043 | ) | | | (61,149 | ) | | | 44,170 | (e) | | | (35,022 | ) |
| Net income | | $ | 28,080 | | | $ | 88,106 | | | $ | (61,684 | ) | | $ | 54,502 | |
| Less: net (loss) income attributable to noncontrolling interests | | | (3,174 | ) | | | 251 | | | | - | | | | (2,923 | ) |
| Net income attributable to MIC LLC | | $ | 31,254 | | | $ | 87,855 | | | $ | (61,684 | ) | | $ | 57,425 | |
| | | | | | | | | | | | | | | | | |
| Basic income per share attributable to MIC LLC interest holders | | $ | 0.61 | | | | | | | | | | | $ | 0.91 | |
| Weighted average number of shares outstanding: basic | | | 51,381,003 | | | | | | | | | | | | 63,110,326 | (f) |
| | | | | | | | | | | | | | | | | |
| Diluted income per share attributable to MIC LLC interest holders | | $ | 0.61 | | | | | | | | | | | $ | 0.91 | |
| Weighted average number of shares outstanding: diluted | | | 51,396,146 | | | | | | | | | | | | 63,125,469 | (f) |
The accompanying notes are an integral part of these statements.
UNAUDITED PRO FORMA CONSOLIDATED COMBINED INCOME STATEMENT FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2014
| | | Nine Months Ended September 30, 2014 | |
| | | | | | | | | | | | | |
| | | | | | IMTT (100%) | | | Proforma | | | | |
| ($ in thousands, except share and per share data) | | As Reported | | | Standalone (g) | | | Adjustments | | | Proforma | |
| | | | | | (unaudited) | | | | |
| | | | | | | | | | | | | |
| Revenue | | | | | | | | | | | | | | | | |
| Service revenue | | $ | 725,623 | | | $ | 311,533 | | | $ | - | | | $ | 1,037,156 | |
| Product revenue | | | 218,317 | | | | - | | | | - | | | | 218,317 | |
| Financing and equipment lease income | | | 1,836 | | | | - | | | | - | | | | 1,836 | |
| Total revenue | | | 945,776 | | | | 311,533 | | | | - | | | | 1,257,309 | |
| Costs and expenses | | | | | | | | | | | | | | | | |
| Cost of services | | | 386,927 | | | | 140,080 | | | | - | | | | 527,007 | |
| Cost of product sales | | | 148,651 | | | | - | | | | - | | | | 148,651 | |
| Gross profit | | | 410,198 | | | | 171,453 | | | | - | | | | 581,651 | |
| Selling, general and administrative | | | 189,797 | | | | 20,144 | | | | (12,846 | ) (h) | | | 197,095 | |
| Fees to manager - related party | | | 153,990 | | | | - | | | | - | | | | 153,990 | |
| Depreciation | | | 60,540 | | | | 40,922 | | | | 24,219 | (a) | | | 125,681 | |
| Amortization of intangibles | | | 29,590 | | | | - | | | | 4,901 | (b) | | | 34,491 | |
| Loss from customer contract termination | | | 1,269 | | | | - | | | | - | | | | 1,269 | |
| Loss on disposal of assets | | | 886 | | | | - | | | | - | | | | 886 | |
| Total operating expenses | | | 436,072 | | | | 61,066 | | | | 16,274 | | | | 513,412 | |
| Operating (loss) income | | | (25,874 | ) | | | 110,387 | | | | (16,274 | ) | | | 68,239 | |
| Other income (expense) | | | | | | | | | | | | | | | | |
| Dividend income | | | 257 | | | | - | | | | - | | | | 257 | |
| Interest income | | | 105 | | | | - | | | | - | | | | 105 | |
| Interest expense | | | (48,522 | ) | | | (16,375 | ) | | | (7,028 | ) (c) | | | (71,925 | ) |
| Loss on extinguishment of debt | | | (90 | ) | | | - | | | | - | | | | (90 | ) |
| Equity in earnings and amortization charges of investee | | | 26,079 | | | | - | | | | (26,147 | ) (d) | | | (68 | ) |
| Gain from acquisition/divestiture of businesses | | | 1,027,054 | | | | - | | | | (948,137 | ) (i) | | | 78,917 | |
| Other income, net | | | 3,078 | | | | 1,978 | | | | - | | | | 5,056 | |
| Net income before income taxes | | | 982,087 | | | | 95,990 | | | | (997,586 | ) | | | 80,491 | |
| Benefit (provision) for income taxes | | | 38,491 | | | | (38,265 | ) | | | (36,439 | ) (e) | | | (36,213 | ) |
| Net income | | $ | 1,020,578 | | | $ | 57,725 | | | $ | (1,034,025 | ) | | $ | 44,278 | |
| Less: net (loss) income attributable to noncontrolling interests | | | (481 | ) | | | 229 | | | | - | | | | (252 | ) |
| Net income attributable to MIC LLC | | $ | 1,021,059 | | | $ | 57,496 | | | $ | (1,034,025 | ) | | $ | 44,530 | |
| | | | | | | | | | | | | | | | | |
| Basic income per share attributable to MIC LLC interest holders | | $ | 16.92 | | | | | | | | | | | $ | 0.74 | |
| Weighted average number of shares outstanding: basic | | | 60,354,086 | | | | | | | | | | | | 60,354,086 | (f) |
| | | | | | | | | | | | | | | | | |
| Diluted income per share attributable to MIC LLC interest holders | | $ | 16.61 | | | | | | | | | | | $ | 0.74 | |
| Weighted average number of shares outstanding: diluted | | | 61,546,181 | | | | | | | | | | | | 60,366,761 | (f) |
The accompanying notes are an integral part of these statements.
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED COMBINED STATEMENTS OF OPERATIONS
(a) Represents additional depreciation on fixed asset associated with the preliminary allocation of the purchase price for the IMTT Acquisition.
(b) Represents the adjustment to the amortization of software and customer relationships, straight-lined over a life of five years and a weighted average twenty eight years, respectively.
(c) Primarily represents the interest expense incurred from the outstanding convertible senior notes of the Company and the amortization of deferred financing costs incurred in connection with the convertible senior notes, the undrawn MIC Holding Company senior secured revolving credit facility and the amended IMTT revolving credit facilities.
(d) Represents the adjustment to remove the Company’s share (50%) of IMTT’s income accounted for under the equity method of accounting.
(e) Represents the adjustment to record the expected tax expense based on an estimated combined statutory federal and state tax rate of 39.12% for the year ended December 31, 2013 and 44.99% for the nine months ended September 30, 2014.
(f) Both basic and diluted weighted average shares outstanding include the shares offered in connection with the equity offering by the Company that funded a portion of the consideration for the IMTT Acquisition and the shares issued to the seller as part of the consideration for the IMTT Acquisition.
(g) Represents the financial results for IMTT prior to July 16, 2014, the date of the IMTT Acquisition.
(h) Primarily represents transactional costs associated with the IMTT Acquisition.
(i) Represents the gain from IMTT Acquisition from the remeasuring to fair value of the Company’s previous 50% ownership interest.
