Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-32384 | |
Entity Registrant Name | MACQUARIE INFRASTRUCTURE HOLDINGS, LLC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2708886 | |
Entity Address, Address Line One | 125 West 55th Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 231-1000 | |
Title of 12(b) Security | Common Units | |
Trading Symbol | MIC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 88,985,352 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001845290 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 37,589 | $ 47,259 | |
Restricted cash | 1,025 | 1,051 | |
Accounts receivable, net of allowance for doubtful accounts | 27,422 | 27,824 | |
Inventories | 12,175 | 11,658 | |
Prepaid expenses | 7,491 | 1,813 | |
Fair value of derivative instruments | 8,344 | 909 | |
Other current assets | 5,547 | 2,255 | |
Total current assets | 99,593 | 92,769 | |
Property, equipment, land, and leasehold improvements, net | 298,746 | 297,190 | |
Operating lease assets, net | 12,186 | 12,591 | |
Goodwill | 120,193 | 120,193 | |
Intangible assets, net | 4,392 | 4,498 | |
Fair value of derivative instruments | 4,078 | 470 | |
Other noncurrent assets | 8,458 | 8,740 | |
Total assets | 547,646 | 536,451 | |
Current liabilities: | |||
Due to Manager-related party | 274 | 260 | |
Accounts payable | 7,214 | 6,169 | |
Accrued expenses | 13,476 | 18,449 | |
Current portion of long-term debt | 1,118 | 1,107 | |
Operating lease liabilities - current | 1,800 | 1,794 | |
Other current liabilities | 6,820 | 5,223 | |
Total current liabilities | 30,702 | 33,002 | |
Long-term debt, net of current portion | 97,443 | 97,655 | |
Deferred income taxes | 40,236 | 38,540 | |
Operating lease liabilities - noncurrent | 10,365 | 10,810 | |
Other noncurrent liabilities | 53,049 | 53,062 | |
Total liabilities | 231,795 | 233,069 | |
Commitments and contingencies | 0 | 0 | |
Unitholders’ equity: | |||
Common units paid in capital (500,000,000 authorized; 88,805,519 units issued and outstanding on March 31, 2022 and 88,343,762 units issued and outstanding on December 31, 2021) | [1] | 194,494 | 193,471 |
Accumulated other comprehensive loss | [1] | (5,106) | (5,106) |
Retained earnings | [1] | 117,681 | 106,539 |
Total unitholders’ equity | [1] | 307,069 | 294,904 |
Noncontrolling interests | 8,782 | 8,478 | |
Total equity | 315,851 | 303,382 | |
Total liabilities and equity | $ 547,646 | $ 536,451 | |
[1] | The Company is authorized to issue 100,000,000 preferred units. On March 31, 2022 and December 31, 2021 , no preferred units were issued or outstanding. The Company had 100 special units issued and outstanding to its Manager on March 31, 2022 and December 31, 2021, respectively. |
CONSOLIDATED CONDENSED BALANC_2
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Parentheticals) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common units, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common units, shares issued (in shares) | 88,805,519 | 88,343,762 |
Common units, shares outstanding (in shares) | 88,805,519 | 88,343,762 |
Preferred units, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred units, shares issued (in shares) | 0 | 0 |
Preferred units, shares outstanding (in shares) | 0 | 0 |
Special units, shares issued (in shares) | 100 | 100 |
Special units, shares outstanding (in shares) | 100 | 100 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Revenue | |||
Product revenue | $ 68,681 | $ 54,587 | |
Total revenue | 68,681 | 54,587 | |
Costs and expenses | |||
Cost of product sales | 40,004 | 34,756 | |
Selling, general and administrative | 8,381 | 11,582 | |
Disposition payment to Manager | 0 | 19 | |
Total Selling, general and administrative | 8,381 | 11,601 | |
Fees to Manager - related party | 800 | 5,552 | |
Depreciation | 3,675 | 3,642 | |
Amortization of intangibles | 106 | 106 | |
Total operating expenses | 52,966 | 55,657 | |
Operating income (loss) | 15,715 | (1,070) | |
Other income (expense) | |||
Interest income | 7 | 3 | |
Interest expense | [1] | (38) | (7,049) |
Other income (expense), net | 418 | (336) | |
Net income (loss) from continuing operations before income taxes | 16,102 | (8,452) | |
(Provision) benefit for income taxes | (4,656) | 2,182 | |
Net income (loss) from continuing operations | 11,446 | (6,270) | |
Discontinued Operations | |||
Net income from discontinued operations before income taxes | [2] | 0 | 27,615 |
Provision for income taxes | [2] | 0 | (7,548) |
Net income from discontinued operations | [2] | 0 | 20,067 |
Net income | 11,446 | 13,797 | |
Net income (loss) from continuing operations | 11,446 | (6,270) | |
Less: net income attributable to noncontrolling interests | 304 | 597 | |
Net income (loss) from continuing operations attributable to MIH | 11,142 | (6,867) | |
Net income from discontinued operations | [2] | 0 | 20,067 |
Net income from discontinued operations attributable to MIH | 0 | 20,067 | |
Net income attributable to MIH | $ 11,142 | $ 13,200 | |
Basic income (loss) per unit from continuing operations attributable to MIH (in dollars per shares) | $ 0.13 | $ (0.08) | |
Basic income per unit from discontinued operations attributable to MIH (in dollars per share) | 0 | 0.23 | |
Basic income per unit attributable to MIH (in dollars per share) | $ 0.13 | $ 0.15 | |
Weighted average number of units outstanding: basic (in shares) | 88,494,560 | 87,411,455 | |
Diluted income (loss) per unit from continuing operations attributable to MIH (in dollars per share) | $ 0.12 | $ (0.08) | |
Diluted income per unit from discontinued operations attributable to MIH (in dollars per share) | 0 | 0.23 | |
Diluted income per unit attributable to MIH (in dollars per share) | $ 0.12 | $ 0.15 | |
Weighted average number of units outstanding: diluted (in shares) | 89,860,394 | 87,411,455 | |
[1] | Interest expense includes non-cash gains on derivative instruments of $489,000 and $283,000 for the quarters ended March 31, 2022 and 2021, respectively. | ||
[2] | See Note 4, “Discontinued Operations and Dispositions”, for further discussions on businesses classified as held for sale. |
CONSOLIDATED CONDENSED STATEM_2
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (LOSS) (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Gain (loss) on derivative instruments | $ 13,417 | $ 1,909 |
Interest Expense | ||
Gain (loss) on derivative instruments | $ 489 | $ 283 |
CONSOLIDATED CONDENSED STATEM_3
CONSOLIDATED CONDENSED STATEMENTS OF UNITHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | [2] | Manager | Total Unitholders’ Equity | Total Unitholders’ EquityCumulative Effect, Period of Adoption, Adjustment | [2] | Total Unitholders’ EquityManager | Special Units | Common Units | Common UnitsManager | Common Units Paid In Capital | Common Units Paid In CapitalCumulative Effect, Period of Adoption, Adjustment | [2] | Common Units Paid In CapitalManager | Accumulated Other Comprehensive Loss | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | [2] | Noncontrolling Interests | ||
Beginning balance, special units (in shares) at Dec. 31, 2020 | 100 | |||||||||||||||||||||
Beginning balance, common units (in shares) at Dec. 31, 2020 | [1] | 87,361,929 | ||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 893,306 | $ (7,159) | $ 885,016 | $ (7,159) | $ 178,062 | $ (14,121) | $ (6,175) | $ 713,129 | $ 6,962 | $ 8,290 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Issuance of units to Manager (in shares) | [1] | 142,936 | ||||||||||||||||||||
Issuance of units to Manager | $ 4,650 | $ 4,650 | $ 4,650 | |||||||||||||||||||
Unit vested under compensation plans (in shares) | [1],[3] | 952 | ||||||||||||||||||||
Unit withheld for taxes on vested stock (in shares) | [1],[3] | (365) | ||||||||||||||||||||
Unit-based compensation expense | 2,175 | 2,175 | 2,175 | |||||||||||||||||||
Comprehensive income, net of taxes | 13,797 | 13,200 | 13,200 | 597 | ||||||||||||||||||
Ending balance, special units (in shares) at Mar. 31, 2021 | 100 | |||||||||||||||||||||
Ending balance, common units (in shares) at Mar. 31, 2021 | [1] | 87,505,452 | ||||||||||||||||||||
Ending balance at Mar. 31, 2021 | $ 906,769 | 897,882 | 170,766 | (6,175) | 733,291 | 8,887 | ||||||||||||||||
Beginning balance, special units (in shares) at Dec. 31, 2021 | 100 | 100 | ||||||||||||||||||||
Beginning balance, common units (in shares) at Dec. 31, 2021 | 88,343,762 | 88,343,762 | [1] | |||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 303,382 | 294,904 | 193,471 | (5,106) | 106,539 | 8,478 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Issuance of units to Manager (in shares) | [1] | 217,696 | ||||||||||||||||||||
Issuance of units to Manager | $ 787 | $ 787 | $ 787 | |||||||||||||||||||
Unit vested under compensation plans (in shares) | [1],[3] | 356,124 | ||||||||||||||||||||
Unit withheld for taxes on vested stock (in shares) | [1],[3] | (112,063) | ||||||||||||||||||||
Unit-based compensation expense | 236 | 236 | 236 | |||||||||||||||||||
Comprehensive income, net of taxes | $ 11,446 | 11,142 | 11,142 | 304 | ||||||||||||||||||
Ending balance, special units (in shares) at Mar. 31, 2022 | 100 | 100 | ||||||||||||||||||||
Ending balance, common units (in shares) at Mar. 31, 2022 | 88,805,519 | 88,805,519 | [1] | |||||||||||||||||||
Ending balance at Mar. 31, 2022 | $ 315,851 | $ 307,069 | $ 194,494 | $ (5,106) | $ 117,681 | $ 8,782 | ||||||||||||||||
[1] | The Company is authorized to issue 500,000,000 common units. | |||||||||||||||||||||
[2] | On January 1, 2021, the Company adopted ASU No. 2020-06, Debt - Debt with Conversion and Other Options, using the modified retrospective method and made an adjustment to the beginning balance to Retained Earnings of $7.0 million, net of taxes. See Note 8, “Long-Term Debt”, for further discussions. | |||||||||||||||||||||
[3] | Units vested and issued under the 2016 Omnibus Employee Incentive Plan and 2014 Independent Directors' Equity Plan. Under the 2016 Omnibus Employee Incentive Plan, units are withheld for the employee portion of taxes on vested awards and are available for future grants. See Note 10, "Unitholders' Equity", for further discussions. |
CONSOLIDATED CONDENSED STATEM_4
CONSOLIDATED CONDENSED STATEMENTS OF UNITHOLDERS' EQUITY (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Common units, shares authorized (in shares) | 500,000,000 | 500,000,000 | |||
Balance as of period date | $ 315,851 | $ 303,382 | $ 906,769 | $ 893,306 | |
Retained Earnings | |||||
Balance as of period date | $ 117,681 | $ 106,539 | $ 733,291 | 713,129 | |
Cumulative Effect, Period of Adoption, Adjustment | |||||
Balance as of period date | [1] | (7,159) | |||
Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | |||||
Balance as of period date | [1] | $ 6,962 | |||
[1] | On January 1, 2021, the Company adopted ASU No. 2020-06, Debt - Debt with Conversion and Other Options, using the modified retrospective method and made an adjustment to the beginning balance to Retained Earnings of $7.0 million, net of taxes. See Note 8, “Long-Term Debt”, for further discussions. |
CONSOLIDATED CONDENSED STATEM_5
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | ||
Net income (loss) from continuing operations | $ 11,446 | $ (6,270) |
Adjustments to reconcile net income (loss) to net cash used in operating activities from continuing operations: | ||
Depreciation | 3,675 | 3,642 |
Amortization of intangibles | 106 | 106 |
Amortization of debt financing costs | 73 | 4,084 |
Adjustments to derivative instruments | (11,164) | (1,459) |
Fees to Manager - related party | 800 | 5,552 |
Deferred taxes | 1,696 | (334) |
Other non-cash expense, net | 389 | 1,133 |
Changes in other assets and liabilities, net of acquisitions: | ||
Accounts receivable | 192 | (1,897) |
Inventories | (347) | (1,497) |
Prepaid expenses and other current assets | (9,058) | (2,653) |
Accounts payable and accrued expenses | (4,068) | (7,507) |
Income taxes payable | 2,878 | (2,332) |
Other, net | (1,149) | (3,510) |
Net cash used in operating activities from continuing operations | (4,531) | (12,942) |
Investing activities | ||
Purchases of property and equipment | (5,033) | (3,339) |
Other, net | 142 | 15 |
Net cash used in investing activities from continuing operations | (4,891) | (3,324) |
Financing activities | ||
Payment of long-term debt | (274) | (358,843) |
Distributions paid to common unitholders | 0 | (960,981) |
Net cash used in financing activities from continuing operations | (274) | (1,319,824) |
Net change in cash, cash equivalents, and restricted cash from continuing operations | (9,696) | (1,336,090) |
Cash flows provided by (used in) discontinued operations: | ||
Net cash provided by operating activities | 0 | 52,935 |
Net cash used in investing activities | 0 | (12,515) |
Net cash used in financing activities | 0 | (2,562) |
Net cash provided by discontinued operations | 0 | 37,858 |
Net change in cash, cash equivalents, and restricted cash | (9,696) | (1,298,232) |
Cash, cash equivalents, and restricted cash, beginning of period | 48,310 | 1,839,220 |
Cash, cash equivalents, and restricted cash, end of period | 38,614 | 540,988 |
Continuing Operations | ||
Non-cash investing and financing activities: | ||
Accrued purchases of property and equipment | 743 | 237 |
Taxes paid (received), net | 0 | (755) |
Interest paid, net | 471 | 6,761 |
Discontinued Operations | ||
Non-cash investing and financing activities: | ||
Accrued purchases of property and equipment | 0 | 3,665 |
Leased assets obtained in exchange for new operating lease liabilities | 0 | 787 |
Taxes paid (received), net | 0 | 1,415 |
Interest paid, net | $ 0 | $ 9,809 |
CONSOLIDATED CONDENSED STATEM_6
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 37,589 | $ 192,842 |
Restricted cash - current | 1,025 | 1,085 |
Cash, cash equivalents, and restricted cash included in assets held for sale | 0 | 347,061 |
Total of cash, cash equivalents, and restricted cash shown in the consolidated condensed statement of cash flows | $ 38,614 | $ 540,988 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Macquarie Infrastructure Holdings, LLC ("MIH") is a Delaware limited liability company formed on February 5, 2021, and the registrant since September 22, 2021. MIH is the successor to Macquarie Infrastructure Corporation ("MIC"), a Delaware corporation formed on May 21, 2015. MIC’s predecessor, Macquarie Infrastructure Company LLC, was formed on April 13, 2004. Except as otherwise specified, all references in this Form 10-Q to “MIH” or the "Company" refers to Macquarie Infrastructure Holdings, LLC and its subsidiaries, or as necessary when referring to previous reporting periods or the period prior to September 22, 2021, MIC and its subsidiaries. MIH is externally managed by Macquarie Infrastructure Management (USA) Inc. (the "Manager"), pursuant to the terms of a Management Services Agreement, subject to the oversight and supervision of the Board. Six of the eight members of the Board, and all members of each of the Company's Audit, Compensation, and Nominating and Governance Committees, are independent and have no affiliation with Macquarie. The Manager is a member of the Macquarie Group of companies comprising Macquarie Group Limited and its subsidiaries and affiliates worldwide. Macquarie Group Limited is headquartered in Australia and is listed on the Australian Securities Exchange. The Company provides products to corporations, government agencies, and individual customers in Hawaii. The Company's operations comprise an energy company that processes and distributes gas and provides related services, Hawaii Gas, and several smaller operations collectively engaged in efforts to reduce the cost and improve the reliability and sustainability of energy in Hawaii. In October 2019, along with actively managing its existing portfolio of businesses, the Board resolved to pursue strategic alternatives including potentially a sale of the Company or its then three operating businesses as a means of unlocking additional value for equity holders. In December 2020, we completed the sale of IMTT ("IMTT Transaction"). On June 7, 2021, the Company entered into an agreement for the sale of its Atlantic Aviation business to KKR Apple Bidco, LLC (“Purchaser”), a Delaware limited liability company controlled by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”), for $4.475 billion including cash and the assumption of debt and other transaction and reorganization related obligations (the "AA Transaction"). On June 14, 2021, the Company entered into a m erger agreement (the "Merger Agreement") with AMF Hawaii Holdings, LLC ("AMF Parent"), a Delaware limited liability company affiliated with Argo Infrastructure Partners, LP ("Argo"), and AMF Hawaii Merger Sub, LLC ("AMF Merger Sub"), a recently formed Delaware limited liability company and wholly-owned direct subsidiary of AMF Parent. The Merger Agreement provides that AMF Merger Sub will be merged with and into MIH (the "Merger"), with MIH surviving the Merger as a wholly owned subsidiary of AMF Parent. Upon the completion of the Merger, each of the MIH common units (excluding common units held by AMF Parent or AMF Merger Sub or common units held by MIH in treasury and common units held by any subsidiary of MIH or AMF Parent (other than AMF Merger Sub)), will be converted into the right to receive $3.83 in cash, without interest; or, if the Merger is consummated after July 1, 2022, then each such unit will be converted into the right to receive $4.11 in cash, without interest. Under the terms of the Merger Agreement, at closing, AMF Parent will pay the merger consideration to unitholders, and fund transaction costs and fund a disposition payment to MIH’s Manager of $81.7 million if the Merger closes on or before July 1, 2022 or $56.7 million if the Merger closes after this date. On September 21, 2021, the Company conducted a Special Meeting of Shareholders during which shareholders voted on and approved the AA Transaction and the Merger. As a result of the approval, MIH classified its Atlantic Aviation business as a discontinued operation and eliminated it as a reportable segment. All prior periods reported herein reflect this change. On September 22, 2021, shareholders of Macquarie Infrastructure Corporation became unitholders of Macquarie Infrastructure Holdings, LLC, a limited liability company treated as a partnership for tax purposes, on a one-for-one basis without an exchange of certificates. Commencing September 23, 2021, units of Macquarie Infrastructure Holdings, LLC traded on the New York Stock Exchange ("NYSE") under the same symbol (NYSE: MIC) and with the same CUSIP number (55608B105) as previously associated with shares of Macquarie Infrastructure Corporation. As part of the reorganization, the entity holding the businesses comprising MIC's MIC Hawaii segment was distributed to and became a direct subsidiary of Macquarie Infrastructure Holdings, LLC. For tax purposes, the distribution was deemed to be a sale of MIC Hawaii by MIC and unitholders were deemed to have received a distribution of the fair market value of the equity of that segment, subsequently determined to equate to $3.70 per unit. On September 23, 2021, MIH completed the AA Transaction, and received $3.525 billion at the closing. The MIH Board elected to return certain proceeds from the AA Transaction to unitholders, declaring a one-time distribution of $37.386817 per common unit of the Company, paid on October 7, 2021 to unitholders of record as of the close of trading on October 4, 2021. The Company's common units traded with due-bills attached from October 1, 2021 through October 7, 2021 pursuant to relevant NYSE rules. In addition, MIH made a disposition payment to the Manager of $228.6 million. See Note 4, “Discontinued Operations and Dispositions” for further information. The Merger is expected to be completed in the first half of 2022 subject to the approval by the Hawaii Public Utilities Commission ("HPUC") and the satisfaction of customary closing conditions for this type of transaction. Upon the closing of the Merger, the Company will no longer be a publicly traded entity. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the U.S. and in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X for interim financial information. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The consolidated balance sheet on December 31, 2021 has been derived from audited financial statements but does not include all the information and notes required by GAAP for complete financial statements. Certain reclassifications were made to the consolidated financial statements for the prior period to conform to current period presentation. The interim financial information contained herein should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the Company's Annual Report on Form 10-K, as filed with the SEC on February 22, 2022. Operating results for the quarter ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or for any future interim periods. Use of Estimates The preparation of unaudited consolidated condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures related thereto at the date of the unaudited consolidated condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates these estimates and assumptions on an ongoing basis. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited interim consolidated condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. Financial Instruments The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and variable-rate senior debt, are carried at cost, which approximates their fair value because of either the short-term maturity or competitive interest rates assigned to these financial instruments. The fair values of the Company’s other debt instruments fall within level 1 or level 2 of the fair value hierarchy. The Company considers all highly liquid investments, including commercial paper issued by counterparties with Standard & Poor's rating of A1+ or higher, with maturity of three months or less when purchased to be cash and cash equivalents. The Company did not have any investments in commercial paper on March 31, 2022 or December 31, 2021. Income Taxes MIH is a limited liability company treated as a partnership for tax purposes. Taxable income/losses reported by MIH are passed-through to the unitholders and reported on a Schedule K-1. MIH does not pay federal or state income tax. The subsidiaries of the Company are owned by an intermediate holding company organized as a limited liability company and classified as a corporation for tax purposes. The intermediate holding company files a consolidated federal income tax return and a combined Hawaii state income tax return. Recently Issued Accounting Standards In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting , which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued as a result of reference rate reform. In January 2021, the FASB also issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope |
Impact of COVID-19
Impact of COVID-19 | 3 Months Ended |
Mar. 31, 2022 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Impact of COVID-19 | Impact of COVID-19Visitor arrivals to Hawaii, the primary driver of increases in demand for gas in Hawaii, improved sequentially in the first quarter of 2022, which we believe reflects increased visitor confidence levels due to the availability of COVID-19 vaccines and a relatively low level of infections in the islands. The rate of recovery in the number of visitors to Hawaii in the future remains uncertain. COVID-19 continues to negatively affect the performance of the MIC Hawaii businesses, although the effects have diminished relative to this time last year. The additional easing of travel restrictions this quarter has resulted in an increase in economic activity and the number of primarily domestic visitors to Hawaii, but not to pre-COVID-19 levels. A significant surge in COVID-19 rates could negatively impact the number of visitors to Hawaii. Trends in the number of visitors to Hawaii and demand for gas were positive in the first quarter, although the financial performance of the Company continues to lag pre-COVID-19 periods. The number of visitors to Hawaii increased to 2.0 million for the quarter ended March 31, 2022, from 847,000 for the quarter ended March 31, 2021. The resulting improvement in hotel occupancy, restaurants patronage, and use of commercial laundry services contributed to an increase in gas consumption of 11% during the quarter ended March 31, 2022, versus the comparable period in 2021. The number of visitors to Hawaii was lower by 21% in the quarter ended March 31, 2022, and overall gas consumption was lower by 13% versus the comparable pre-COVID-19 period in 2019. |
Discontinued Operations and Dis
Discontinued Operations and Dispositions | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Dispositions | Discontinued Operations and Dispositions The Company accounts for disposals that represent a strategic shift that should have or will have a major effect on operations as discontinued operations in the consolidated condensed statements of income (loss) commencing in the period in which the business or group of businesses meets the criteria of a discontinued operation. These results include any gain or loss recognized on disposal or adjustment of the carrying amount to fair value less cost to sell . AA Transaction On September 23, 2021, MIH completed the AA Transaction for $4.475 billion including cash and the assumption of debt and other transaction and reorganization related obligations. The Company received $3.525 billion from KKR at the closing of the AA Transaction. The MIH Board elected to return certain proceeds from the AA Transaction to unitholders in a one-time distribution, after a disposition payment by MIH to the Manager of $228.6 million. The Board declared a one-time distribution of $37.386817 per common unit of the Company, paid on October 7, 2021 to unitholders of record as of the close of trading on October 4, 2021. The sale of Atlantic Aviation was part of the Company's efforts to unlock value for its unitholders. On September 21, 2021, the unitholders of MIC approved the AA Transaction at the Special Meeting and therefore the Company determined that each of the criteria to be classified as held for sale under ASC 205-20, Presentation of Financial Statements — Discontinued Operations , had been met as it relates to Atlantic Aviation. It was additionally determined that the sale of Atlantic Aviation is considered a strategic shift for the Company that will have a major effect on operations. Accordingly, Atlantic Aviation was classified as a discontinued operation and the Atlantic Aviation segment was eliminated. All prior periods have been restated to reflect these changes. The Company recognized a book gain on sale of approximately $2.95 billion as a result of the AA Transaction. The Company incurred $50.2 million in transaction costs and a disposition payment of $228.6 million to its Manager, both of which were included in Selling, general and administrative expenses in the consolidated condensed statement of income (loss). Summarized financial information for discontinued operations included in the Company's consolidated condensed statement of income (loss) related to the Atlantic Aviation business for the quarter ended March 31, 2021 is as follows ($ in thousands): Quarter Ended 2021 Service revenue $ 209,604 Cost of services (82,233) Selling, general and administrative expenses (65,411) Depreciation and amortization (23,771) Interest expense, net (11,412) Other income, net 838 Net income from discontinued operations before income taxes $ 27,615 Provision for income taxes (7,548) Net income from discontinued operations $ 20,067 |
Income per Unit
Income per Unit | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Income per Unit | Income per Unit Following is a reconciliation of the basic and diluted income (loss) per unit computations ($ in thousands, except unit and per unit data ): Quarter Ended March 31, 2022 2021 Numerator: Net income (loss) from continuing operations attributable to MIH $ 11,142 $ (6,867) Interest expense attributable to 2.00% Convertible Senior Notes, net of taxes 27 — Diluted net income (loss) from continuing operations attributable to MIH $ 11,169 $ (6,867) Basic and diluted net income from discontinued operations attributable to MIH $ — $ 20,067 Denominator: Weighted average number of units outstanding: basic 88,494,560 87,411,455 Dilutive effect of restricted stock unit grants (1) 254,541 — Dilutive effect of 2.00% Convertible Senior Notes 1,111,293 — Weighted average number of units outstanding: diluted 89,860,394 87,411,455 ___________ (1 ) Dilutive effect of restricted stock unit grants includes grants to certain employees of the Company's operating businesses under the 2016 Omnibus Employee Incentive Plan . Quarter Ended March 31, 2022 2021 Income per unit: Basic income (loss) per unit from continuing operations attributable to MIH $ 0.13 $ (0.08) Basic income per unit from discontinued operations attributable to MIH — 0.23 Basic income per unit attributable to MIH $ 0.13 $ 0.15 Diluted income (loss) per unit from continuing operations attributable to MIH $ 0.12 $ (0.08) Diluted income per unit from discontinued operations attributable to MIH — 0.23 Diluted income per unit attributable to MIH $ 0.12 $ 0.15 The following represents the weighted average potential dilutive units of common units that were excluded from the diluted income per unit calculation: Quarter Ended March 31, 2022 2021 Restricted unit grants — 83,843 2.00% Convertible Senior Notes (1) — 4,175,825 Total — 4,259,668 ___________ (1) During the quarter ended March 31, 202 1, the Company repurchased $358.6 million in aggregate principal amount of its 2.00% Convertible Senior Notes ("Notes"). For the quarter ended March 31, 2021, the weighted average units reflect the “if-converted” dilutive impact to common units for the repurchased Notes for the period that the Notes were outstanding and the impact of the increase to the conversion rate following the special dividend pertaining to the IMTT Transaction paid on January 8, 2021. See Note 8, “Long-Term Debt”, for further discussion. |
Property, Equipment, Land, and
Property, Equipment, Land, and Leasehold Improvements | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment, Land, and Leasehold Improvements | Property, Equipment, Land, and Leasehold Improvements Property, equipment, land, and leasehold improvements on March 31, 2022 and December 31, 2021 consisted of the following ($ in thousands): March 31, December 31, 2021 Land $ 10,710 $ 10,710 Buildings 4,533 4,427 Leasehold and land improvements 20,098 20,003 Machinery and equipment 378,948 376,924 Furniture and fixtures 3,740 3,740 Construction in progress 14,216 11,313 432,245 427,117 Less: accumulated depreciation (133,499) (129,927) Property, equipment, land, and leasehold improvements, net $ 298,746 $ 297,190 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets on March 31, 2022 and December 31, 2021 consisted of the following ($ in thousands): March 31, December 31, 2021 Customer relationships $ 7,400 $ 7,400 Trade names 8,500 8,500 Leasehold rights 100 100 16,000 16,000 Less: accumulated amortization (11,608) (11,502) Intangible assets, net $ 4,392 $ 4,498 The Company tests for goodwill impairment annually on October 1 of each year and between annual tests if a triggering event indicates the possibility of impairment. With the signing of the Merger, the Company evaluates goodwill for impairment having regard to the Merger transaction value. Goodwill acquired in business combinations, net of disposals was $120.2 million on March 31, 2022 and December 31, 2021, respectively. See Note 1, "Organization and Description of Business" for discussions on the Merger. There were no triggering events that indicated impairment for the quarter ended March 31, 2022. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt On March 31, 2022 and December 31, 2021, the Company’s consolidated long-term debt balance comprised the following ($ in thousands): March 31, December 31, 2021 Term Loan - Hawaii Gas $ 80,000 $ 80,000 Term Loan - Solar Facilities in Hawaii 12,424 12,698 2.00% Convertible Senior Notes 6,821 6,821 Total 99,245 99,519 Current portion (1,118) (1,107) Long-term portion 98,127 98,412 Unamortized debt financing costs (1) (684) (757) Long-term portion less unamortized debt discount and debt financing costs $ 97,443 $ 97,655 ___________ (1) The weighted average remaining life of the debt financing costs on March 31, 2022 was 2.7 years. 2.00% Convertible Senior Notes due October 2023 (2.00% Convertible Senior Notes) In October 2016, the Company completed an underwritten public offering of a seven year, $402.5 million aggregate principal amount of 2.00% Convertible Senior Notes. The Notes are convertible, at the holder’s option, only upon satisfaction of one or more conditions set forth in the indenture governing the Notes. Upon conversion, the Company will pay or deliver, as the case may be, cash, common units of Company, or a combination thereof, at the Company’s election. The $402.5 million of 2.00% Convertible Senior Notes had an initial value of the principal amount recorded as a liability of $375.8 million, using an effective interest rate of 3.1%. The remaining $26.7 million of principal amount was allocated to the conversion feature and recorded in Common Units Paid in Capital . This amount represents a discount to the debt to be amortized through interest expense using the effective interest method through maturity. The Company also recorded $11.2 million in debt financing costs from the issuance of the 2.00% Convertible Senior Notes, of which $744,000 was recorded as equity issuance costs as a component of Unitholders’ Equity. On January 1, 2021, the Company adopted ASU 2020-06 under the modified retrospective method. ASU 2020-06 removes the accounting for cash conversion feature of the Notes such that the Notes would only be classified as a liability. The adoption of ASU 2020-06 resulted in the reversal of the initial equity component recorded of $26.7 million and made an adjustment to the beginning balance to Retained Earnings of $7.0 million primarily for the reversal of the amortization of debt discount taken through that date, net of taxes. During 2021, the Company repurchased $395.7 million in aggregate principal amount of the 2.00% Convertible Senior Notes, of which $358.6 million and $26.9 million were repurchased in tender offers on March 16, 2021 and October 22, 2021, respectively. In connection with the repurchases, the Company incurred $1.2 million of transaction costs and wrote-off $3.7 million of debt financing costs recorded in Selling, general and administrative expenses and Interest expense , respectively, in the consolidated condensed statements of income (loss). On March 31, 2022 and December 31, 2021, the outstanding balance of the 2.00% Convertible Senior Notes was $6.8 million. On March 31, 2022 and December 31, 2021, the fair value of the 2.00% Convertible Senior Notes was approximately $6.6 million and $6.8 million, respectively. The conversion rate was 162.9223 common units per $1,000 principal amount on March 31, 2022. Interest expense related to the 2.00% Convertible Senior Notes consisted of the following ($ in thousands): Quarter Ended March 31, 2022 2021 Contractual interest expense $ 34 $ 1,754 Amortization of debt financing cost — 345 Write-off of debt financing cost — 3,644 Total interest expense $ 34 $ 5,743 Hawaii Gas On April 19, 2021, Hawaii Gas fully repaid all of its $100.0 million senior secured notes outstanding and incurred a $4.7 million 'make-whole' payment and wrote-off $154,000 of debt financing costs both recorded in Interest expense in the consolidated condensed statements of income (loss) . On March 31, 2022 and December 31, 2021, Hawaii Gas had an $80.0 million term loan outstanding and a $60.0 million revolving credit facility that was undrawn. During the quarter ended June 30, 2021, Hawaii Gas extended the maturity on its term loan and revolving credit facility from February 2023 to February 2024. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities Interest Rate Contracts The Company has in place variable-rate debt. Management believes that it is prudent to limit the variability of a portion of the business’ interest payments and the business entered into interest rate swap agreements to manage fluctuations in cash flows resulting from interest rate risk on a portion of its variable-rate debt. Interest rate swaps change the variable-rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the interest rate swaps, the Company receives variable rate interest payments and makes fixed rate interest payments, thereby creating the equivalent of fixed-rate debt for the portion of the debt that is swapped. The Company does not use hedge accounting. All movements in the fair value of the interest rate derivatives are recorded directly through earnings. Commodity Price Contracts The risks associated with fluctuations in the prices that Hawaii Gas pays for liquefied petroleum gas ("LPG") is principally a result of market forces reflecting changes in supply and demand for LPG and other energy commodities. Hawaii Gas’ gross margin (revenue less cost of product sales excluding depreciation and amortization) is sensitive to changes in LPG supply costs and Hawaii Gas may not always be able to pass through cost increases fully or on a timely basis, particularly when product costs rise rapidly. To reduce its exposure to volatility in the business’ LPG wholesale market price, Hawaii Gas has used and expects to continue to use over-the-counter commodity derivative instruments. Hawaii Gas does not use commodity derivative instruments for speculative or trading purposes. Over-the-counter derivative instruments used by Hawaii Gas to hedge a portion of forecasted purchases of LPG are generally settled at expiration of the contract. On March 31, 2022, Hawaii Gas had 61.7 million gallons of LPG hedged through September 2024. Financial Statement Location Disclosure for Derivative Instruments The Company measures derivative instruments at fair value using the income approach which discounts the future net cash settlements expected under the derivative contracts to a present value. These valuations use primarily observable (level 2) inputs, including contractual terms, interest rates, and yield curves observable at commonly quoted intervals. The Company’s fair value measurements of its derivative instruments and the related location of the assets and liabilities within the consolidated condensed balance sheets on March 31, 2022 and December 31, 2021 were ($ in thousands): Assets (Liabilities) at Fair Value Balance Sheet Classification March 31, December 31, 2021 Fair value of derivative instruments - other current assets $ 8,344 $ 909 Fair value of derivative instruments - other noncurrent assets 4,078 470 Total derivative contracts - assets $ 12,422 $ 1,379 Fair value of derivative instruments - other current liabilities $ — $ (122) Total derivative contracts – liabilities $ — $ (122) The Company’s hedging activities for the quarters ended March 31, 2022 and 2021 and the related location within the consolidated condensed statements of income (loss) were ($ in thousands): Income Statement Classification Gain Recognized for the Quarters Ended March 31, 2022 2021 Interest expense - interest rate swaps $ 489 $ 283 Cost of product sales - commodity swaps 12,928 1,626 Total $ 13,417 $ 1,909 |
Unitholders' Equity
Unitholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Unitholders' Equity | Unitholders' Equity 2014 Independent Directors' Equity Plan ("2014 Plan") On May 14, 2020, the Company granted its independent directors a total of 32,112 director share units with a grant date fair value of $27.43 per share. During the quarter ended March 31, 2021, the Company granted an additional 12,024 director share units to preserve the economic value of the unvested director share units after giving effect to the special dividend made in connection with the IMTT Transaction. These director share units vested on May 11, 2021, the day immediately preceding the 2021 Annual Meeting of Shareholders. On May 19, 2021, the Company granted its independent directors a total of 25,974 director share units with a grant date fair value of $34.90 per share. These director share units fully vested on September 23, 2021, as a result of the AA Transaction, which constituted a change in control as defined in the 2014 Plan. Compensation expenses related to the director share units was $225,000 for the quarter ended March 31, 2021. Short-Term Incentive Plan ("STIP") for MIH Operating Businesses — Restricted Stock Units ("RSUs") The Company has a STIP to provide cash and stock-based incentives to eligible employees of its operating businesses under the Company’s 2016 Omnibus Employee Incentive Plan ("2016 Plan"). In general, the cash component comprises 75% of any incentive award and is paid in a lump-sum. The remaining 25% of any incentive award is in the form of RSUs representing an interest in the common units of the Company. RSUs are granted following assessment of performance against Key Performance Indicators post the one-year performance period and vest in two equal annual installments following the grant date. The following sets forth unvested STIP RSU grants through March 31, 2022: STIP Grants Number of RSUs Weighted Average Grant-Date Fair Value Unvested balance on December 31, 2020 34,627 $ 24.50 Granted (1) 286,013 4.89 Forfeited (215) 24.92 Vested (2) (68,776) 31.03 Unvested balance on December 31, 2021 251,649 $ 2.49 Granted 79,670 3.74 Forfeited (2,603) 2.16 Vested (3) (158,844) 2.30 Unvested balance on March 31, 2022 169,872 $ 3.26 ___________ (1) During the quarter ended March 31, 2021, the Company granted an additional 12,614 RSUs to preserve the economic value of the unvested RSUs after giving effect to the special dividend made in connection with the IMTT Transaction. During the quarter ended December 31, 2021, the Company granted an additional 228,943 RSUs to preserve the economic value of the unvested RSUs after giving effect to the one-time distribution made in connection with the AA Transaction. (2) As a result of the AA Transaction, the Company's Compensation Committee and Board approved the accelerated vesting of the STIP RSU grants for former eligible employees of Atlantic Aviation and MIC Global Services ("MGS"). These RSUs were fully vested on September 23, 2021. (3) Units related to RSUs vested on March 31, 2022 w ere issued in April 2022. On March 31, 2022, the grant date fair value of the unvested awards was $554,000 and is expected to be recognized over a weighted-average period of 1.0 years. Compensation expense related to the STIP RSUs were $354,000 for the quarter ended March 31, 2022, compared with $309,000 (which includes the former eligible participants of Atlantic Aviation and MGS) for the quarter ended March 31, 2021. From time to time, the Company may issue RSUs to reward or retain employees, or to attract new employees, or for other reasons by providing special grants of RSUs. Vesting dates and terms can vary for each award at the discretion of the Company. The following sets forth unvested Special RSU grants through March 31, 2022: Special RSU Grants Number of RSUs Weighted Average Grant-Date Fair Value Unvested balance on December 31, 2020 4,967 $ 40.30 Granted (1) 1,860 — Vested (6,827) 29.32 Unvested balance on December 31, 2021 — $ — ___________ (1) During the quarter ended March 31, 2021, the Company granted an additional 1,860 RSUs to preserve the economic value of the unvested RSUs after giving effect to the special dividend made in connection with the IMTT Transaction. Compensation expense related to the Special RSU grants was $200,000 for the quarter ended March 31, 2021. Long-Term Incentive Plan ("LTIP") for MIH Operating Businesses — Performance Stock Units ("PSUs") The Company has a LTIP pursuant to which it makes stock-based incentive awards to eligible employees of its operating businesses. The awards take the form of PSUs convertible into common units of the Company as authorized under its 2016 Plan. The number of PSUs a participant may be awarded reflects a target level of performance by the participant. The participant may be awarded more (over performance limit) or less (threshold limit) than the target number of PSUs based on their achievements relative to Key Performance Indicators during the three-year performance period. Following finalization of the participant’s performance review, generally at the end of the third year of the program, the Company awards the PSUs. The following sets forth unvested LTIP PSU grants through March 31, 2022 at the target level of performance: LTIP Grants (at Target) Number of PSUs Weighted Average Grant-Date Fair Value Unvested balance on December 31, 2020 71,521 $ 39.47 Granted (1) 1,205,242 5.73 Forfeited (2) (86,384) 31.39 Vested (2) (135,493) 37.93 Unvested balance on December 31, 2021 1,054,886 $ 2.76 Granted 199,016 3.74 Vested (356,124) 2.60 Unvested balance on March 31, 2022 897,778 $ 3.04 ___________ (1) During the quarter ended March 31, 2021, the Company granted an additional 26,004 PSUs to preserve the economic value of the unvested PSUs after giving effect to the special dividend made in connection with the IMTT Transaction. During the quarter ended December 31, 2021, the Company granted an additional 959,700 PSUs to preserve the economic value of the unvested PSUs after giving effect to the one-time distribution made in connection with the AA Transaction. (2) As a result of the AA Transaction, the Company's Compensation Committee and Board approved the accelerated vesting of the LTIP PSU grants for former eligible employees of Atlantic Aviation and MGS. These PSUs were fully vested on September 23, 2021. As of March 31, 2022, depending upon actual performance, the number of PSUs to be issued will vary from zero to 1,571,112, net of forfeitures. On March 31, 2022, the grant date fair value of the unvested awards was $2.7 million, reflecting target performance by all participants. On March 31, 2022, the unrecognized compensation cost related to unvested PSU awards was $897,000 at target level performance and is expected to be recognized over a weighted-average period of 1.6 years. Compensation expense related to the LTIP PSUs was $298,000 for the quarter ended March 31, 2022, compared with $1.5 million (which includes the former eligible participants of Atlantic Aviation and MGS) for the quarter ended March 31, 2021. Accumulated Other Comprehensive Loss, net of taxes The following represents the changes and balances to the components of accumulated other comprehensive loss, net of taxes, for the quarter ended March 31, 2022 and 2021 ($ in thousands): Post-Retirement Benefit Plans, net of taxes Total Unitholders’ Accumulated Other Comprehensive Loss, net of taxes Balance on December 31, 2020 $ (6,175) $ (6,175) Balance on March 31, 2021 $ (6,175) $ (6,175) Balance on December 31, 2021 $ (5,106) $ (5,106) Balance on March 31, 2022 $ (5,106) $ (5,106) |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company's business comprises: (i) Hawaii Gas, Hawaii’s only government-franchised gas utility and an unregulated LPG distribution business providing gas and related services to industrial, commercial, residential, and governmental customers; (ii) controlling interests in two solar facilities on Oahu, and (iii) smaller projects collectively engaged in efforts to reduce the cost and improve the reliability and sustainability of energy in Hawaii. Revenue from Hawaii Gas is generated from the distribution and sales of synthetic natural gas ("SNG"), LPG, liquefied natural gas ("LNG"), and renewable natural gas ("RNG"). Revenue is primarily a function of the amount of product consumed by customers and the price per British Thermal Unit or gallon charged to customers. Revenue levels, without organic growth, will generally track global commodity prices, namely petroleum and natural gas, as its products are derived from these commodities. Revenue from Hawaii Gas is recorded in product revenue. Hawaii Gas recognizes revenue when products are delivered. Sales of gas to customers are billed on a monthly-cycle basis. Earned but unbilled revenue is accrued and included in accounts receivable and revenue. This is based on the amount of gas that has been delivered but not billed to customers from the latest meter reading or billed delivery date to the end of an accounting period. The related costs are charged to expense. The renewables projects in Hawaii sell substantially all of the electricity generated at a fixed price to primarily electric utility customers pursuant to long-term power purchase agreements ("PPAs") of 20 years. The PPAs are accounted for as operating leases and have no minimum lease payments. Lease income is recorded within product revenue when the electricity is delivered. Revenue from external customers were ($ in thousands): Quarter Ended March 31, 2022 2021 Product revenue Lease $ 1,071 $ 890 Gas 64,809 50,751 Other 2,801 2,946 Total revenue $ 68,681 $ 54,587 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Management Services On March 31, 2022 and December 31, 2021, the Manager held 14,937,119 units and 14,719,423 units, respectively, of the Company’s common units. Pursuant to the terms of the Fourth Amended and Restated Management Agreement ("MSA"), the Manager may sell these units at any time. Under the MSA, the Manager, at its option, may reinvest base management fees and performance fees, if any, in units of the Company. The Manager’s holdings on March 31, 2022 represented 16.82% of the Company's outstanding common units. Since January 1, 2021, the Company paid the Manager cash dividends and/or distributions on units held for the following periods: Declared Period $ Record Payable Cash Paid to Manager September 23, 2021 (1) $ 37.386817 October 4, 2021 October 7, 2021 $ 544,841 December 23, 2020 (2) 11.00 January 5, 2021 January 8, 2021 153,503 ___________ (1) One-time distribution declared and paid out of the proceeds from the AA Transaction. Units of MIH traded with "due-bills" attached through October 7, 2021 and traded ex-distribution on October 8, 2021. (2) Special dividend declared and paid out of the proceeds from the IMTT Transaction. Units of MIH traded with “due-bills” attached through January 8, 2021 and traded ex-dividend on January 11, 2021. Under the MSA, subject to the oversight and supervision of the Company’s Board, the Manager is responsible for and oversees the management of the Company’s business. In addition, the Manager has the right to appoint the Chairman of the Board, subject to minimum equity ownership, and to assign, or second, to the Company, two of its employees to serve as chief executive officer and chief financial officer of the Company and seconds or makes other personnel available as required. In accordance with the MSA, the Manager is entitled to a monthly base management fee based primarily on the Company’s market capitalization, and potentially a quarterly performance fee based on total unitholder returns relative to a U.S. utilities index. Currently, the Manager has elected to reinvest future base management fees and performance fees, if any, in additional units. For the quarter ended March 31, 2022, the Company incurred base management fees of $800,000, compared with $5.6 million for the quarter ended March 31, 2021. The Company did not incur any performance fees for the quarters ended March 31, 2022 and 2021. Effective November 1, 2018, the Manager waived two portions of the base management fee to which it was entitled under the terms of the MSA. In effect, the waivers cap the base management fee at 1% of the Company’s equity market capitalization less any cash balances at the holding company. The waiver applies only to the calculation of the base management fees and not to the remainder of the MSA. The Manager reserves the right to revoke the waivers and revert to the prior terms of the MSA, subject to providing the Company with not less than a one year notice. A revocation of the waiver would not trigger a recapture of previously waived fees. As part of the Disposition Agreement entered into between the Company and its Manager, discussed below, the Manager has agreed not to revoke the waiver during the term of the Disposition Agreement. The amendment to the Disposition Agreement, described below, provides for the payment of the waived fees upon the consummation of the Merger. Disposition Agreement To facilitate sales of its operating businesses, on October 30, 2019, the Company announced that it entered into a Disposition Agreement with its Manager (see Exhibit 10.3 of the Form 10-K filed on February 22, 2022). Outside of the Disposition Agreement, the Company has limited ability to terminate the MSA. The Disposition Agreement provides for the termination of the Company’s external management relationship with its Manager as to any businesses, or substantial portions thereof, that are sold (including if the Company itself is sold). In connection therewith, the Company will make a payment to its Manager of approximately 2.9% to 6.1% of the net proceeds generated in the event of such sales, subject to a minimum amount of payments for all sales in the aggregate in the event of a Qualifying Termination Event ("QTE") of (i) $50.0 million plus (ii) 1.5% multiplied by proceeds in excess of $500.0 million in the aggregate. A QTE means (i) the sale of the Company or (ii) a transaction or series of transactions resulting in a third party or parties acquiring all the assets of the Company. The Disposition Agreement provides that the MSA will terminate upon the occurrence of a QTE or upon mutual agreement of the parties. If the MSA has not been terminated prior to the sixth anniversary of the Disposition Agreement, the Company's Manager and its independent directors will engage in reasonable, good faith discussions regarding a potential internalization or other framework for a termination of the MSA. The Disposition Agreement provides that if a QTE occurs on or prior to January 1, 2022 (subject to extension under certain circumstances for up to six months thereafter), then the Company will pay its Manager an additional payment of $25.0 million. The Disposition Agreement further provides that its Manager will receive a make-whole payment following a QTE, to the extent that the aggregate management fees paid to its Manager through the date of the QTE were less than (i) $20.0 million per year for the two years following the date of the Disposition Agreement and (ii) $10.0 million per year for any period thereafter. In addition, following a QTE, the Manager will be paid in cash all accrued and unpaid management fees, including fees of $8.5 million waived in accordance with the Limited Waiver, which waived fees would have been payable through October 31, 2019. The Manager has agreed not to exercise its right to retract the Limited Waiver for periods after October 31, 2019 and prior to the termination of the Disposition Agreement. The Disposition Agreement will terminate on the earlier to occur of (i) the termination of the MSA and (ii) the sixth anniversary of the agreement, subject to extension under certain circumstances if a transaction is pending. In connection with the IMTT Transaction and pursuant to the Disposition Agreement as amended by the Amendment noted below, the Company deposited a disposition payment of $28.2 million to its Manager in an escrow account in December 2020 and subsequently released the payment from escrow in March 2021. In connection with the execution of the Merger, and in order to provide AMF Parent with the fixed amount of the Disposition Payment (as defined in the Disposition Agreement) payable to the Manager with respect to the Merger, on June 14, 2021, the Company and the Manager entered into an amendment (the "Amendment") to the Disposition Agreement. The Amendment provides that the Disposition Payment payable to the Manager with respect to the Merger will be $56.7 million (which amount includes the Waived Fees (as defined in the Disposition Agreement)). These amounts were calculated in accordance with the Disposition Agreement dated as of October 30, 2019, do not include the $25.0 million additional payment to the Manager if the final sale of the Company occurs on or prior to July 1, 2022, and assume a closing date of March 31, 2022, for the Merger. The Amendment also provides that the Disposition Payments with respect to the Merger will be paid concurrently with the relevant transaction closing, and that the Company’s MSA with the Manager will terminate concurrent with the closing of the Merger and payment of all amounts payable to the Manager under the Disposition Agreement. In connection with the AA Transaction and pursuant to the Disposition Agreement, the Company paid the Manager $228.6 million in September 2021 concurrent with the closing of the transaction. The unpaid portion of the base management fees and performance fees, if any, at the end of each reporting period is included in Due to Manager-related party in the consolidated condensed balance sheets. The following table shows the Manager's reinvestment of its base management fees and performance fees, if any, in units: Period Base Management Performance Units 2022 Activities: First quarter 2022 $ 800 $ — 219,026 (1) 2021 Activities: Fourth quarter 2021 1,056 — 217,273 Third quarter 2021 7,698 — 195,556 Second quarter 2021 7,551 — 214,040 First quarter 2021 5,552 — 176,296 ___________ (1) The Manager elected to reinvest all monthly base management fees for the quarter ended March 31, 2022 in new primary units. The Company issued 219,026 units for the quarter ended March 31, 2022, including 73,653 units that were issued in April 2022. The Manager is not entitled to any other compensation and all costs incurred by the Manager, including compensation of seconded staff, are paid by the Manager out of its base management fee. However, the Company is responsible for other direct costs including, but not limited to, expenses incurred in the administration or management of the Company and its subsidiaries, income taxes, audit and legal fees, acquisitions and dispositions, and its compliance with applicable laws and regulations. During the quarter ended March 31, 2022, the Manager charged the Company $1,000 for the reimbursement of out-of-pocket expenses compared with an insiginficant amount for the quarter ended March 31, 2021. The unpaid portion of the out-of-pocket expenses at the end of the reporting period is included in Due to Manager-related party in the consolidated condensed balance sheets. During the quarter ended March 31, 2021, the Company paid $30,000 in legal fees incurred by the the Manager related to certain MIC shareholder litigation. The payment reflects a credit of $30,000 of legal fees incurred by the Manager in 2020. Macquarie Group - Other Services The Company uses the resources of the Macquarie Group with respect to a range of advisory, procurement, insurance, hedging, lending, and other services. Engagements involving members of the Macquarie Group are reviewed and approved by the Audit Committee of the Company’s Board. Macquarie Group affiliates are engaged on an arm’s length basis and frequently as a member of a syndicate of providers whose other members establish the terms of the interaction. Advisory Services The Macquarie Group, and wholly-owned subsidiaries within the Macquarie Group, including Macquarie Bank Limited ("MBL") and Macquarie Capital (USA) Inc. ("MCUSA") have provided various advisory and other services and incurred expenses in connection with the Company’s equity raising activities, acquisitions, and debt structuring for the Company and its businesses. Underwriting fees are recorded in unitholders’ equity as a direct cost of equity offerings. Advisory fees and out-of-pocket expenses relating to acquisitions are expensed as incurred. Debt arranging fees are deferred and amortized over the term of the credit facility. Long-Term Debt The Company had a $600.0 million senior secured revolving credit facility at the holding company level to which Macquarie Capital Funding LLC had a $40.0 million commitment. On January 19, 2021, all commitments on the senior secured revolving credit facility were terminated in accordance with the terms of that agreement. For the quarter ended March 31, 2021, the Company incurred interest expense of $8,000 related to Macquarie Capital Funding LLC’s portion of the senior secured revolving credit facility. |
Legal Proceedings and Contingen
Legal Proceedings and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings and Contingencies | Legal Proceedings and ContingenciesThe Company and its subsidiaries are subject to legal proceedings arising in the ordinary course of business. In management’s opinion, the Company has adequate legal defenses and/or insurance coverage with respect to the eventuality of such actions and does not believe the outcome of any pending legal proceedings will be material to the Company’s financial position or results of operations. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of unaudited consolidated condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures related thereto at the date of the unaudited consolidated condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates these estimates and assumptions on an ongoing basis. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited interim consolidated condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. |
Financial Instruments | Financial Instruments The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and variable-rate senior debt, are carried at cost, which approximates their fair value because of either the short-term maturity or competitive interest rates assigned to these financial instruments. The fair values of the Company’s other debt instruments fall within level 1 or level 2 of the fair value hierarchy. |
Income Taxes | Income Taxes MIH is a limited liability company treated as a partnership for tax purposes. Taxable income/losses reported by MIH are passed-through to the unitholders and reported on a Schedule K-1. MIH does not pay federal or state income tax. The subsidiaries of the Company are owned by an intermediate holding company organized as a limited liability company and classified as a corporation for tax purposes. The intermediate holding company files a consolidated federal income tax return and a combined Hawaii state income tax return. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting , which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued as a result of reference rate reform. In January 2021, the FASB also issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope |
Discontinued Operations and D_2
Discontinued Operations and Dispositions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups | Summarized financial information for discontinued operations included in the Company's consolidated condensed statement of income (loss) related to the Atlantic Aviation business for the quarter ended March 31, 2021 is as follows ($ in thousands): Quarter Ended 2021 Service revenue $ 209,604 Cost of services (82,233) Selling, general and administrative expenses (65,411) Depreciation and amortization (23,771) Interest expense, net (11,412) Other income, net 838 Net income from discontinued operations before income taxes $ 27,615 Provision for income taxes (7,548) Net income from discontinued operations $ 20,067 |
Income per Unit (Tables)
Income per Unit (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of Earnings (Loss) per Unit | Following is a reconciliation of the basic and diluted income (loss) per unit computations ($ in thousands, except unit and per unit data ): Quarter Ended March 31, 2022 2021 Numerator: Net income (loss) from continuing operations attributable to MIH $ 11,142 $ (6,867) Interest expense attributable to 2.00% Convertible Senior Notes, net of taxes 27 — Diluted net income (loss) from continuing operations attributable to MIH $ 11,169 $ (6,867) Basic and diluted net income from discontinued operations attributable to MIH $ — $ 20,067 Denominator: Weighted average number of units outstanding: basic 88,494,560 87,411,455 Dilutive effect of restricted stock unit grants (1) 254,541 — Dilutive effect of 2.00% Convertible Senior Notes 1,111,293 — Weighted average number of units outstanding: diluted 89,860,394 87,411,455 ___________ (1 ) Dilutive effect of restricted stock unit grants includes grants to certain employees of the Company's operating businesses under the 2016 Omnibus Employee Incentive Plan . Quarter Ended March 31, 2022 2021 Income per unit: Basic income (loss) per unit from continuing operations attributable to MIH $ 0.13 $ (0.08) Basic income per unit from discontinued operations attributable to MIH — 0.23 Basic income per unit attributable to MIH $ 0.13 $ 0.15 Diluted income (loss) per unit from continuing operations attributable to MIH $ 0.12 $ (0.08) Diluted income per unit from discontinued operations attributable to MIH — 0.23 Diluted income per unit attributable to MIH $ 0.12 $ 0.15 |
Schedule of Antidilutive Securities | The following represents the weighted average potential dilutive units of common units that were excluded from the diluted income per unit calculation: Quarter Ended March 31, 2022 2021 Restricted unit grants — 83,843 2.00% Convertible Senior Notes (1) — 4,175,825 Total — 4,259,668 ___________ (1) During the quarter ended March 31, 202 1, the Company repurchased $358.6 million in aggregate principal amount of its 2.00% Convertible Senior Notes ("Notes"). For the quarter ended March 31, 2021, the weighted average units reflect the “if-converted” dilutive impact to common units for the repurchased Notes for the period that the Notes were outstanding and the impact of the increase to the conversion rate following the special dividend pertaining to the IMTT Transaction paid on January 8, 2021. See Note 8, “Long-Term Debt”, for further discussion. |
Property, Equipment, Land, an_2
Property, Equipment, Land, and Leasehold Improvements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment, Land, and Leasehold Improvements | Property, equipment, land, and leasehold improvements on March 31, 2022 and December 31, 2021 consisted of the following ($ in thousands): March 31, December 31, 2021 Land $ 10,710 $ 10,710 Buildings 4,533 4,427 Leasehold and land improvements 20,098 20,003 Machinery and equipment 378,948 376,924 Furniture and fixtures 3,740 3,740 Construction in progress 14,216 11,313 432,245 427,117 Less: accumulated depreciation (133,499) (129,927) Property, equipment, land, and leasehold improvements, net $ 298,746 $ 297,190 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets on March 31, 2022 and December 31, 2021 consisted of the following ($ in thousands): March 31, December 31, 2021 Customer relationships $ 7,400 $ 7,400 Trade names 8,500 8,500 Leasehold rights 100 100 16,000 16,000 Less: accumulated amortization (11,608) (11,502) Intangible assets, net $ 4,392 $ 4,498 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | On March 31, 2022 and December 31, 2021, the Company’s consolidated long-term debt balance comprised the following ($ in thousands): March 31, December 31, 2021 Term Loan - Hawaii Gas $ 80,000 $ 80,000 Term Loan - Solar Facilities in Hawaii 12,424 12,698 2.00% Convertible Senior Notes 6,821 6,821 Total 99,245 99,519 Current portion (1,118) (1,107) Long-term portion 98,127 98,412 Unamortized debt financing costs (1) (684) (757) Long-term portion less unamortized debt discount and debt financing costs $ 97,443 $ 97,655 ___________ |
Schedule of Interest Expense | Interest expense related to the 2.00% Convertible Senior Notes consisted of the following ($ in thousands): Quarter Ended March 31, 2022 2021 Contractual interest expense $ 34 $ 1,754 Amortization of debt financing cost — 345 Write-off of debt financing cost — 3,644 Total interest expense $ 34 $ 5,743 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments | The Company’s fair value measurements of its derivative instruments and the related location of the assets and liabilities within the consolidated condensed balance sheets on March 31, 2022 and December 31, 2021 were ($ in thousands): Assets (Liabilities) at Fair Value Balance Sheet Classification March 31, December 31, 2021 Fair value of derivative instruments - other current assets $ 8,344 $ 909 Fair value of derivative instruments - other noncurrent assets 4,078 470 Total derivative contracts - assets $ 12,422 $ 1,379 Fair value of derivative instruments - other current liabilities $ — $ (122) Total derivative contracts – liabilities $ — $ (122) |
Schedule of Location of Hedging Activities | The Company’s hedging activities for the quarters ended March 31, 2022 and 2021 and the related location within the consolidated condensed statements of income (loss) were ($ in thousands): Income Statement Classification Gain Recognized for the Quarters Ended March 31, 2022 2021 Interest expense - interest rate swaps $ 489 $ 283 Cost of product sales - commodity swaps 12,928 1,626 Total $ 13,417 $ 1,909 |
Unitholders' Equity (Tables)
Unitholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Nonvested Restricted Stock Units Activity | The following sets forth unvested STIP RSU grants through March 31, 2022: STIP Grants Number of RSUs Weighted Average Grant-Date Fair Value Unvested balance on December 31, 2020 34,627 $ 24.50 Granted (1) 286,013 4.89 Forfeited (215) 24.92 Vested (2) (68,776) 31.03 Unvested balance on December 31, 2021 251,649 $ 2.49 Granted 79,670 3.74 Forfeited (2,603) 2.16 Vested (3) (158,844) 2.30 Unvested balance on March 31, 2022 169,872 $ 3.26 ___________ (1) During the quarter ended March 31, 2021, the Company granted an additional 12,614 RSUs to preserve the economic value of the unvested RSUs after giving effect to the special dividend made in connection with the IMTT Transaction. During the quarter ended December 31, 2021, the Company granted an additional 228,943 RSUs to preserve the economic value of the unvested RSUs after giving effect to the one-time distribution made in connection with the AA Transaction. (2) As a result of the AA Transaction, the Company's Compensation Committee and Board approved the accelerated vesting of the STIP RSU grants for former eligible employees of Atlantic Aviation and MIC Global Services ("MGS"). These RSUs were fully vested on September 23, 2021. (3) Units related to RSUs vested on March 31, 2022 w ere issued in April 2022. The following sets forth unvested Special RSU grants through March 31, 2022: Special RSU Grants Number of RSUs Weighted Average Grant-Date Fair Value Unvested balance on December 31, 2020 4,967 $ 40.30 Granted (1) 1,860 — Vested (6,827) 29.32 Unvested balance on December 31, 2021 — $ — ___________ (1) During the quarter ended March 31, 2021, the Company granted an additional 1,860 RSUs to preserve the economic value of the unvested RSUs after giving effect to the special dividend made in connection with the IMTT Transaction. |
Schedule of Nonvested Performance-based Units Activity | The following sets forth unvested LTIP PSU grants through March 31, 2022 at the target level of performance: LTIP Grants (at Target) Number of PSUs Weighted Average Grant-Date Fair Value Unvested balance on December 31, 2020 71,521 $ 39.47 Granted (1) 1,205,242 5.73 Forfeited (2) (86,384) 31.39 Vested (2) (135,493) 37.93 Unvested balance on December 31, 2021 1,054,886 $ 2.76 Granted 199,016 3.74 Vested (356,124) 2.60 Unvested balance on March 31, 2022 897,778 $ 3.04 ___________ (1) During the quarter ended March 31, 2021, the Company granted an additional 26,004 PSUs to preserve the economic value of the unvested PSUs after giving effect to the special dividend made in connection with the IMTT Transaction. During the quarter ended December 31, 2021, the Company granted an additional 959,700 PSUs to preserve the economic value of the unvested PSUs after giving effect to the one-time distribution made in connection with the AA Transaction. (2) As a result of the AA Transaction, the Company's Compensation Committee and Board approved the accelerated vesting of the LTIP PSU grants for former eligible employees of Atlantic Aviation and MGS. These PSUs were fully vested on September 23, 2021. |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following represents the changes and balances to the components of accumulated other comprehensive loss, net of taxes, for the quarter ended March 31, 2022 and 2021 ($ in thousands): Post-Retirement Benefit Plans, net of taxes Total Unitholders’ Accumulated Other Comprehensive Loss, net of taxes Balance on December 31, 2020 $ (6,175) $ (6,175) Balance on March 31, 2021 $ (6,175) $ (6,175) Balance on December 31, 2021 $ (5,106) $ (5,106) Balance on March 31, 2022 $ (5,106) $ (5,106) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue From External Customers | Revenue from external customers were ($ in thousands): Quarter Ended March 31, 2022 2021 Product revenue Lease $ 1,071 $ 890 Gas 64,809 50,751 Other 2,801 2,946 Total revenue $ 68,681 $ 54,587 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Dividends Paid to Manager | Since January 1, 2021, the Company paid the Manager cash dividends and/or distributions on units held for the following periods: Declared Period $ Record Payable Cash Paid to Manager September 23, 2021 (1) $ 37.386817 October 4, 2021 October 7, 2021 $ 544,841 December 23, 2020 (2) 11.00 January 5, 2021 January 8, 2021 153,503 ___________ (1) One-time distribution declared and paid out of the proceeds from the AA Transaction. Units of MIH traded with "due-bills" attached through October 7, 2021 and traded ex-distribution on October 8, 2021. (2) Special dividend declared and paid out of the proceeds from the IMTT Transaction. Units of MIH traded with “due-bills” attached through January 8, 2021 and traded ex-dividend on January 11, 2021. |
Schedule of Base Management Fees and Performance Fees | The following table shows the Manager's reinvestment of its base management fees and performance fees, if any, in units: Period Base Management Performance Units 2022 Activities: First quarter 2022 $ 800 $ — 219,026 (1) 2021 Activities: Fourth quarter 2021 1,056 — 217,273 Third quarter 2021 7,698 — 195,556 Second quarter 2021 7,551 — 214,040 First quarter 2021 5,552 — 176,296 ___________ (1) The Manager elected to reinvest all monthly base management fees for the quarter ended March 31, 2022 in new primary units. The Company issued 219,026 units for the quarter ended March 31, 2022, including 73,653 units that were issued in April 2022. |
Organization and Description _2
Organization and Description of Business (Details) $ / shares in Units, $ in Thousands | Oct. 07, 2021$ / shares | Sep. 23, 2021USD ($) | Sep. 22, 2021$ / shares | Jun. 14, 2021USD ($)$ / shares | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Jun. 07, 2021USD ($) | Oct. 31, 2019business |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Number of operating businesses | business | 3 | |||||||
Disposition payment | $ 0 | $ 19 | ||||||
Conversion of stock, conversion ratio | 1 | |||||||
AMF Hawaii Holdings, LLC | Completion Date July 1, 2022 Or Earlier | MIC Hawaii Holdings, LLC | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business acquisition, share price (in dollars per share) | $ / shares | $ 3.83 | |||||||
AMF Hawaii Holdings, LLC | Completion Date After July 1, 2022 | MIC Hawaii Holdings, LLC | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business acquisition, share price (in dollars per share) | $ / shares | $ 4.11 | |||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Atlantic Aviation Business | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Consideration from sale of business | $ 4,475,000 | |||||||
Discontinued Operations, Disposed of by Sale | MIC Hawaii Holdings, LLC | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Distribution made to common unitholders (in dollars per share) | $ / shares | $ 3.70 | |||||||
Discontinued Operations, Disposed of by Sale | Atlantic Aviation Business | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Consideration from sale of business | $ 4,475,000 | |||||||
Disposition payment | 228,600 | |||||||
Proceeds from divestiture of business | $ 3,525,000 | |||||||
Special dividend (in dollars per share) | $ / shares | $ 37.386817 | |||||||
Completion Date July 1, 2022 Or Earlier | Disposal Group, Held-for-sale, Not Discontinued Operations | MIC Hawaii Holdings, LLC | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Disposition payment | $ 81,700 | |||||||
Completion Date After July 1, 2022 | Disposal Group, Held-for-sale, Not Discontinued Operations | MIC Hawaii Holdings, LLC | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Disposition payment | $ 56,700 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Commercial paper | $ 0 | $ 0 |
Impact of COVID-19 (Details)
Impact of COVID-19 (Details) - visitor visitor in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Impact of COVID-19 [Line Items] | ||
Reduction of number of visitor arrivals to Hawaii for period three years prior current period | 21.00% | |
Hawaii Gas Business | ||
Impact of COVID-19 [Line Items] | ||
Number of visitor arrivals to Hawaii during period | 2,000 | 847 |
Increase in gas consumption for quarter period one year prior current period | 11.00% | |
Gas reduction for quarter period three years prior current period | 13.00% |
Discontinued Operations and D_3
Discontinued Operations and Dispositions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 07, 2021 | Sep. 23, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposition payment | $ 0 | $ 19 | ||
Atlantic Aviation Business | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration from sale of business | $ 4,475,000 | |||
Proceeds from divestiture of business | 3,525,000 | |||
Disposition payment | 228,600 | |||
Special dividend (in dollars per share) | $ 37.386817 | |||
Gain (loss) on disposition of business | 2,950,000 | |||
Transaction costs on business disposal | $ 50,200 |
Discontinued Operations and D_4
Discontinued Operations and Dispositions - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net income from discontinued operations before income taxes | [1] | $ 0 | $ 27,615 |
Provision for income taxes | [1] | 0 | (7,548) |
Net income from discontinued operations attributable to MIH | $ 0 | 20,067 | |
Atlantic Aviation Business | Discontinued Operations, Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cost of services | (82,233) | ||
Selling, general and administrative expenses | (65,411) | ||
Depreciation and amortization | (23,771) | ||
Interest expense, net | (11,412) | ||
Other income, net | 838 | ||
Net income from discontinued operations before income taxes | 27,615 | ||
Provision for income taxes | (7,548) | ||
Net income from discontinued operations attributable to MIH | 20,067 | ||
Service | Atlantic Aviation Business | Discontinued Operations, Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Service revenue | $ 209,604 | ||
[1] | See Note 4, “Discontinued Operations and Dispositions”, for further discussions on businesses classified as held for sale. |
Income per Unit - Schedule of R
Income per Unit - Schedule of Reconciliation of the Basic and Diluted Income (Loss) per Unit Computations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Oct. 31, 2016 | |
Numerator: | |||
Net income (loss) from continuing operations attributable to MIH | $ 11,142 | $ (6,867) | |
Interest expense attributable to 2.00% Convertible Senior Notes, net of taxes | 27 | 0 | |
Diluted net income (loss) from continuing operations attributable to MIH | 11,169 | (6,867) | |
Basic net income from discontinued operations attributable to MIH | 0 | 20,067 | |
Diluted net income from discontinued operations attributable to MIH | $ 0 | $ 20,067 | |
Denominator: | |||
Weighted average number of units outstanding: basic (in shares) | 88,494,560 | 87,411,455 | |
Dilutive effect of restricted stock unit grants (in shares) | 254,541 | 0 | |
Dilutive effect of convertible Senior Notes (in shares) | 1,111,293 | 0 | |
Weighted average number of units outstanding: diluted (in shares) | 89,860,394 | 87,411,455 | |
Income per unit: | |||
Basic income (loss) per unit from continuing operations attributable to MIH (in dollars per shares) | $ 0.13 | $ (0.08) | |
Basic income per unit from discontinued operations attributable to MIH (in dollars per share) | 0 | 0.23 | |
Basic income per unit attributable to MIH (in dollars per share) | 0.13 | 0.15 | |
Diluted income (loss) per unit from continuing operations attributable to MIH (in dollars per share) | 0.12 | (0.08) | |
Diluted income per unit from discontinued operations attributable to MIH (in dollars per share) | 0 | 0.23 | |
Diluted income per unit attributable to MIH (in dollars per share) | $ 0.12 | $ 0.15 | |
2.00% Convertible Senior Notes due October 2023 | |||
Numerator: | |||
Interest rate, stated percentage | 2.00% | 2.00% | 2.00% |
Income per Unit - Schedule of S
Income per Unit - Schedule of Shares Excluded from Calculation (Details) - USD ($) $ in Thousands | Oct. 22, 2021 | Mar. 16, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Oct. 31, 2016 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities (in shares) | 0 | 4,259,668 | ||||
Debt repurchased | $ 274 | $ 358,843 | ||||
2.00% Convertible Senior Notes due October 2023 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Interest rate, stated percentage | 2.00% | 2.00% | 2.00% | |||
Debt repurchased | $ 26,900 | $ 358,600 | $ 358,600 | $ 395,700 | ||
Restricted unit grants | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities (in shares) | 0 | 83,843 | ||||
2.00% Convertible Senior Notes due October 2023 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities (in shares) | 0 | 4,175,825 | ||||
Interest rate, stated percentage | 2.00% | 2.00% |
Property, Equipment, Land, an_3
Property, Equipment, Land, and Leasehold Improvements (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 432,245 | $ 427,117 |
Less: accumulated depreciation | (133,499) | (129,927) |
Property, equipment, land, and leasehold improvements, net | 298,746 | 297,190 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 10,710 | 10,710 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,533 | 4,427 |
Leasehold and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 20,098 | 20,003 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 378,948 | 376,924 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,740 | 3,740 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 14,216 | $ 11,313 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill -Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 16,000 | $ 16,000 |
Less: accumulated amortization | (11,608) | (11,502) |
Intangible assets, net | 4,392 | 4,498 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 7,400 | 7,400 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 8,500 | 8,500 |
Leasehold rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 100 | $ 100 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 120,193 | $ 120,193 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2016 | |
Debt Instrument [Line Items] | |||
Total Debt | $ 99,245 | $ 99,519 | |
Current portion | (1,118) | (1,107) | |
Long-term portion | 98,127 | 98,412 | |
Unamortized deferred financing costs | (684) | (757) | |
Long-term portion less unamortized debt discount and debt financing costs | $ 97,443 | 97,655 | |
Weighted average life of deferred financing costs | 2 years 8 months 12 days | ||
Loans Payable | Term Loan - Hawaii Gas | |||
Debt Instrument [Line Items] | |||
Total Debt | $ 80,000 | 80,000 | |
Loans Payable | Term Loan - Solar Facilities in Hawaii | |||
Debt Instrument [Line Items] | |||
Total Debt | 12,424 | 12,698 | |
2.00% Convertible Senior Notes | |||
Debt Instrument [Line Items] | |||
Total Debt | $ 6,821 | $ 6,821 | $ 375,800 |
Unamortized deferred financing costs | $ (11,200) |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Oct. 22, 2021USD ($) | Apr. 19, 2021USD ($) | Mar. 16, 2021USD ($) | Jan. 01, 2021USD ($) | Oct. 31, 2016USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Jan. 18, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||
Debt outstanding | $ 99,245,000 | $ 99,519,000 | ||||||||
Unamortized deferred financing costs | 684,000 | 757,000 | ||||||||
Debt repurchased | $ 274,000 | $ 358,843,000 | ||||||||
2.00% Convertible Senior Notes due October 2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate, stated percentage | 2.00% | 2.00% | 2.00% | |||||||
Debt instrument, term | 7 years | |||||||||
Convertible senior notes | $ 402,500,000 | |||||||||
Debt outstanding | $ 375,800,000 | $ 6,821,000 | 6,821,000 | |||||||
Interest rate, effective | 3.10% | |||||||||
Equity component of convertible senior notes (reversal of equity component of convertible senior notes) | $ 26,700,000 | |||||||||
Unamortized deferred financing costs | 11,200,000 | |||||||||
Issuance costs | $ 744,000 | |||||||||
Debt repurchased | $ 26,900,000 | $ 358,600,000 | $ 358,600,000 | 395,700,000 | ||||||
Transaction cost | 1,200,000 | |||||||||
Write-off of debt financing cost | $ 3,700,000 | 0 | $ 3,644,000 | |||||||
Debt instrument, fair value disclosure | $ 6,600,000 | 6,800,000 | ||||||||
Convertible conversion ratio | 0.1629223 | |||||||||
Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Balance as of period date | $ 7,000,000 | |||||||||
Accounting Standards Update 2020-06 | 2.00% Convertible Senior Notes due October 2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Equity component of convertible senior notes (reversal of equity component of convertible senior notes) | $ (26,700,000) | |||||||||
Hawaii Gas Business | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Transaction cost | $ 4,700,000 | |||||||||
Write-off of debt financing cost | 154,000 | |||||||||
Debt repurchased, face amount | $ 100,000,000 | |||||||||
Term Loan Facility | Hawaii Gas Business | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing capacity | $ 80,000,000 | 80,000,000 | ||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing capacity | $ 600,000,000 | |||||||||
Revolving Credit Facility | Hawaii Gas Business | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Undrawn portion of line of credit | $ 60,000,000 | $ 60,000,000 |
Long-Term Debt - Schedule of In
Long-Term Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | Mar. 16, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Oct. 31, 2016 |
Debt Instrument [Line Items] | ||||
Amortization of debt financing cost | $ 73 | $ 4,084 | ||
2.00% Convertible Senior Notes due October 2023 | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 2.00% | 2.00% | 2.00% | |
Contractual interest expense | $ 34 | $ 1,754 | ||
Amortization of debt financing cost | 0 | 345 | ||
Write-off of debt financing cost | $ 3,700 | 0 | 3,644 | |
Total interest expense | $ 34 | $ 5,743 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Narrative (Details) gal in Millions | Mar. 31, 2022gal |
MIC Hawaii | Hawaii Gas Business | Commodity Price Hedges | MIC Hawaii Holdings, LLC | |
Derivative [Line Items] | |
Nonmonetary notional amount, volume (in gallons) | 61.7 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Schedule of Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Fair value of derivative instruments - other current assets | $ 8,344 | $ 909 |
Fair value of derivative instruments - other noncurrent assets | 4,078 | 470 |
Total derivative contracts - assets | 12,422 | 1,379 |
Fair value of derivative instruments - other current liabilities | 0 | (122) |
Total derivative contracts – liabilities | $ 0 | $ (122) |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Schedule of Location of Hedging Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivative instruments | $ 13,417 | $ 1,909 |
Interest Expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivative instruments | 489 | 283 |
Interest Expense | Interest expense - interest rate swaps | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivative instruments | 489 | 283 |
Cost of product sales | Cost of product sales - commodity swaps | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivative instruments | $ 12,928 | $ 1,626 |
Unitholders' Equity - Narrative
Unitholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | May 19, 2021 | May 14, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
2014 Plan | Director Share Units | ||||||
Shares Activity [Line Items] | ||||||
Number of shares granted | 25,974 | 32,112 | ||||
Granted, fair value (in dollars per share) | $ 34.90 | $ 27.43 | ||||
Granted (in shares) | 12,024 | |||||
Compensation expense | $ 225 | |||||
Short Term Incentive Plan | STIP Grants | ||||||
Shares Activity [Line Items] | ||||||
Granted, fair value (in dollars per share) | $ 3.74 | $ 4.89 | ||||
Granted (in shares) | 79,670 | 286,013 | ||||
Compensation expense | $ 354 | |||||
Cash component of an incentive award | 75.00% | |||||
Unit component of an incentive award | 25.00% | |||||
Share-based payment award performance period | 1 year | |||||
Vesting period | 2 years | |||||
Weighted average grant date fair value of nonvested awards | $ 554 | |||||
Weighted average period of unrecognized compensation costs | 1 year | |||||
Number of shares issued, net of forfeitures | 169,872 | 251,649 | 34,627 | |||
Short Term Incentive Plan | STIP Grants | Atlantic Aviation Business And MIC Global Services | Discontinued Operations, Disposed of by Sale | ||||||
Shares Activity [Line Items] | ||||||
Compensation expense | 309 | |||||
Short Term Incentive Plan | Tranche 1 | STIP Grants | ||||||
Shares Activity [Line Items] | ||||||
Vesting percentage | 50.00% | |||||
Short Term Incentive Plan | Tranche 2 | STIP Grants | ||||||
Shares Activity [Line Items] | ||||||
Vesting percentage | 50.00% | |||||
2019 Short Term Incentive Plan | Special RSU Grants | ||||||
Shares Activity [Line Items] | ||||||
Granted, fair value (in dollars per share) | $ 0 | |||||
Granted (in shares) | 1,860 | |||||
Compensation expense | 200 | |||||
Number of shares issued, net of forfeitures | 0 | 4,967 | ||||
Long Term Incentive Plan | LTIP Grants | ||||||
Shares Activity [Line Items] | ||||||
Granted, fair value (in dollars per share) | $ 3.74 | $ 5.73 | ||||
Granted (in shares) | 199,016 | 1,205,242 | ||||
Compensation expense | $ 298 | |||||
Weighted average period of unrecognized compensation costs | 1 year 7 months 6 days | |||||
Number of shares issued, net of forfeitures | 897,778 | 1,054,886 | 71,521 | |||
Grant date fair value of awards | $ 2,700 | |||||
Unrecognized compensation costs | $ 897 | |||||
Long Term Incentive Plan | LTIP Grants | Atlantic Aviation Business And MIC Global Services | Discontinued Operations, Disposed of by Sale | ||||||
Shares Activity [Line Items] | ||||||
Compensation expense | $ 1,500 | |||||
Long Term Incentive Plan | Minimum | LTIP Grants | ||||||
Shares Activity [Line Items] | ||||||
Number of shares issued, net of forfeitures | 0 | |||||
Long Term Incentive Plan | Maximum | LTIP Grants | ||||||
Shares Activity [Line Items] | ||||||
Number of shares issued, net of forfeitures | 1,571,112 | |||||
Two Thousand Nineteen Long Term Incentive Plan | ||||||
Shares Activity [Line Items] | ||||||
Share-based payment award performance period | 3 years |
Unitholders' Equity - Schedule
Unitholders' Equity - Schedule of Unvested Stock Unit (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | |
Short Term Incentive Plan | STIP Grants | |||||
Number of Units | |||||
Unvested beginning balance (in shares) | 34,627 | 251,649 | 34,627 | 34,627 | |
Granted (in shares) | 79,670 | 286,013 | |||
Forfeited (in shares) | (2,603) | (215) | |||
Vested (in shares) | (158,844) | (68,776) | |||
Unvested ending balance (in shares) | 169,872 | 251,649 | 251,649 | ||
Weighted Average Grant-Date Fair Value (per unit) | |||||
Unvested beginning balance (in dollars per share) | $ 24.50 | $ 2.49 | $ 24.50 | $ 24.50 | |
Granted (in dollars per share) | 3.74 | 4.89 | |||
Forfeited (in dollars per share) | 2.16 | 24.92 | |||
Vested (in dollars per share) | 2.30 | 31.03 | |||
Unvested ending balance (in dollars per share) | $ 3.26 | $ 2.49 | $ 2.49 | ||
Short Term Incentive Plan | Make Whole Grant For Special Dividend, STIP Grants | |||||
Number of Units | |||||
Granted (in shares) | 12,614 | ||||
2019 Short Term Incentive Plan | Make Whole Grant Related To Atlantic Aviation Transaction, STIP Grants | |||||
Number of Units | |||||
Granted (in shares) | 228,943 | ||||
2019 Short Term Incentive Plan | Special RSU Grants | |||||
Number of Units | |||||
Unvested beginning balance (in shares) | 4,967 | 0 | 4,967 | 4,967 | |
Granted (in shares) | 1,860 | ||||
Vested (in shares) | (6,827) | ||||
Unvested ending balance (in shares) | 0 | 0 | |||
Weighted Average Grant-Date Fair Value (per unit) | |||||
Unvested beginning balance (in dollars per share) | $ 40.30 | $ 0 | $ 40.30 | $ 40.30 | |
Granted (in dollars per share) | 0 | ||||
Vested (in dollars per share) | 29.32 | ||||
Unvested ending balance (in dollars per share) | $ 0 | $ 0 | |||
2019 Short Term Incentive Plan | Make Whole Grant For Special Dividend, Special RSU Grants | |||||
Number of Units | |||||
Granted (in shares) | 1,860 | ||||
Long Term Incentive Plan | LTIP Grants | |||||
Number of Units | |||||
Unvested beginning balance (in shares) | 71,521 | 1,054,886 | 71,521 | 71,521 | |
Granted (in shares) | 199,016 | 1,205,242 | |||
Forfeited (in shares) | (86,384) | ||||
Vested (in shares) | (356,124) | (135,493) | |||
Unvested ending balance (in shares) | 897,778 | 1,054,886 | 1,054,886 | ||
Weighted Average Grant-Date Fair Value (per unit) | |||||
Unvested beginning balance (in dollars per share) | $ 39.47 | $ 2.76 | $ 39.47 | $ 39.47 | |
Granted (in dollars per share) | 3.74 | 5.73 | |||
Forfeited (in dollars per share) | 31.39 | ||||
Vested (in dollars per share) | 2.60 | 37.93 | |||
Unvested ending balance (in dollars per share) | $ 3.04 | $ 2.76 | $ 2.76 | ||
Long Term Incentive Plan | Make Whole Grant For Special Dividend, LTIP Grants | |||||
Number of Units | |||||
Granted (in shares) | 26,004 | ||||
Two Thousand Nineteen Long Term Incentive Plan | Make Whole Grant Related To Atlantic Aviation Transaction, LTIP Grants | |||||
Number of Units | |||||
Granted (in shares) | 959,700 |
Unitholders' Equity - Schedul_2
Unitholders' Equity - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Total Unitholders’ Accumulated Other Comprehensive Loss, net of taxes | ||||
Class of Stock [Line Items] | ||||
Balance as of period date | $ (5,106) | $ (5,106) | $ (6,175) | $ (6,175) |
Post-Retirement Benefit Plans, net of taxes | ||||
Class of Stock [Line Items] | ||||
Balance as of period date | $ (5,106) | $ (5,106) | $ (6,175) | $ (6,175) |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - MIC Hawaii Holdings, LLC | 3 Months Ended |
Mar. 31, 2022facility | |
Disaggregation of Revenue [Line Items] | |
Number of solar projects | 2 |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Life of purchase power agreements | 20 years |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue from External Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 68,681 | $ 54,587 |
Lease | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,071 | 890 |
Gas | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 64,809 | 50,751 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 2,801 | $ 2,946 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | Sep. 23, 2021 | Jun. 14, 2021 | Oct. 30, 2019 | Dec. 31, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Jan. 18, 2021 |
Related Party Transaction [Line Items] | ||||||||||||
Percentage of shares held by manager | 16.82% | 16.82% | ||||||||||
Base management fees to be settled | $ 800,000 | $ 1,056,000 | $ 7,698,000 | $ 7,551,000 | $ 5,552,000 | |||||||
Performance fees | 0 | $ 0 | $ 0 | $ 0 | 0 | |||||||
Percentage of cap on base management fee | 1.00% | |||||||||||
Disposition agreement, qualifying termination event, minimum due upon sale or sales of businesses | $ 50,000,000 | |||||||||||
Disposition agreement, qualifying termination event, percentage applied above threshold | 1.50% | |||||||||||
Disposition agreement, qualifying termination event, threshold, net proceeds | $ 500,000,000 | |||||||||||
Disposition agreement, potential extension period for additional payment subject to qualifying termination event occurring on or prior to January 1, 2022 | 6 months | |||||||||||
Disposition agreement, qualifying termination event, additional payment | $ 25,000,000 | |||||||||||
Disposition agreement, minimum management fee for years one and two | $ 20,000,000 | |||||||||||
Disposition agreement, minimum management fee for years one and two | 2 years | |||||||||||
Disposition agreement, minimum management fee for years three and thereafter | $ 10,000,000 | |||||||||||
Recapture amount of previously waived management fees | $ 8,500,000 | |||||||||||
Disposition agreement, maximum period without qualifying termination event | sixth anniversary | |||||||||||
Disposition payment | $ 0 | 19,000 | ||||||||||
Revolving Credit Facility | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Borrowing capacity | $ 600,000,000 | |||||||||||
Management | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares held by manager | 14,937,119 | 14,719,423 | 14,937,119 | |||||||||
Base management fees to be settled | $ 800,000 | 5,600,000 | ||||||||||
Notice period (not less than) | 1 year | |||||||||||
Reimbursement of out-of-pocket expenses | 1,000 | 0 | ||||||||||
Legal fees | $ 30,000 | |||||||||||
Legal fee credit | $ 30,000 | |||||||||||
Macquarie Capital Funding LLC | Revolving Credit Facility | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Borrowing capacity | $ 40,000,000 | |||||||||||
Interest costs incurred | $ 8,000 | |||||||||||
Minimum | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Disposition agreement, percentage of net proceeds due upon sale or sales of businesses | 2.90% | |||||||||||
Maximum | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Disposition agreement, percentage of net proceeds due upon sale or sales of businesses | 6.10% | |||||||||||
Discontinued Operations, Disposed of by Sale | IMTT | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Disposition payment | $ 28,200,000 | |||||||||||
Discontinued Operations, Disposed of by Sale | Atlantic Aviation Business | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Disposition payment | $ 228,600,000 | |||||||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | MIC Hawaii Holdings, LLC | Completion Date After July 1, 2022 | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Disposition payment | $ 56,700,000 | |||||||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | MIC Hawaii Holdings, LLC | Completion Date July 1, 2022 Or Earlier | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Disposition payment | 81,700,000 | |||||||||||
Additional disposition payment | $ 25,000,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Dividends Paid to Manager (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 07, 2021 | Sep. 23, 2021 | Jan. 08, 2021 | Dec. 23, 2020 |
Related Party Transactions [Abstract] | ||||
Cash dividend declared per share (in dollars per share) | $ 37.386817 | $ 11 | ||
Cash Paid to Manager | $ 544,841 | $ 153,503 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Base Management Fees and Performance Fees (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Apr. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Subsequent Event [Line Items] | ||||||
Base Management Fee Amount | $ 800,000 | $ 1,056,000 | $ 7,698,000 | $ 7,551,000 | $ 5,552,000 | |
Performance Fee Amount | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Shares Issued (in shares) | 219,026 | 217,273 | 195,556 | 214,040 | 176,296 | |
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued subsequent for base management fees to manager | 73,653 |
Uncategorized Items - mic-20220
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |