Exhibit 99.1
(MACQUARIE LOGO)
Media Release
MACQUARIE INFRASTRUCTURE COMPANY REPORTS 2004 RESULTS
NEW YORK, NY, MARCH 23, 2005 - Macquarie Infrastructure Company (the "Company"
or "MIC") (NYSE: MIC) today announced results of operations for the year ended
December 31, 2004. Macquarie Infrastructure Company closed its initial public
offering and concurrent private placement on December 21, 2004 and acquired its
initial businesses and investments on December 22 & 23, 2004. Consequently, the
Company's results only reflect the nine days of activity of its businesses and
investments to December 31, 2004.
Following are highlights of its offering and the acquisition of its businesses
and investments:
- - The Company sold 26,610,000 shares of trust stock at $25 per share for
gross proceeds of $665 million, which includes 3,210,000 shares issued in
connection with the full exercise of the underwriters' over-allotment
option.
- - The Company completed the acquisition of its businesses and investments on
December 22 and 23, 2004.
- - The Company completed the acquisition of General Aviation Holdings on
January 14, 2005.
Peter Stokes, the Company's Chief Executive Officer, stated, "We are very
pleased to have successfully completed our initial public offering and the
acquisition of the businesses and investments as described in the IPO
prospectus. We believe these achievements will provide a solid foundation from
which to grow our company. We are offering investors the opportunity to
participate in the ownership of high quality infrastructure businesses managed
by a global leader in the acquisition, financing and management of
infrastructure assets."
DIVIDENDS
Macquarie Infrastructure Company intends to declare and pay an initial quarterly
distribution to shareholders for the quarter ended March 31, 2005 of 50 cents
per share. The Company also intends to pay a pro-rated distribution of 8.77
cents per share for the period from December 16 to December 31, 2004. Both
distributions will be declared at the end of May 2005.
Our dividend policy is based on the predictable and stable cash flows of our
businesses and investments. It is our intention to distribute to our
shareholders the majority of our cash available for distributions and not to
retain significant cash balances in excess of prudent reserves retained by our
operating subsidiaries.
2004 HIGHLIGHTS
Macquarie Infrastructure Company commenced trading on the New York Stock
Exchange on December 16, 2004. During December, the Company used a majority of
the proceeds from the capital raised and purchased the following businesses and
investments:
Macquarie Infrastructure Company LLC | 600 Fifth Avenue, 21st Floor | New York,
NY 10020 | USA
IPO OVERVIEW ($M)
- ------------ ----
Proceeds from initial public offering and concurrent placement 585.0
Underwriters' over allotment option 80.3
Underwriters' discount and commissions (38.7)
All other offering costs (13.5)
- --------------------------------------------------------------------------------
NET OFFERING PROCEEDS TO MIC 613.3
- --------------------------------------------------------------------------------
Purchases of business/investments including transaction costs:
> Airport services business
Atlantic (118.2)
AvPorts (42.7)
> Airport parking business (Macquarie Parking) (63.9)
> District energy business (Thermal Chicago and Northwind Aladdin) (67.0)
> Toll road business (Yorkshire Link) (84.7)
> Macquarie Communications Infrastructure Group (MCG) (70.0)
> South East Water (water utility) (39.6)
Cash acquired with the businesses 18.6
- --------------------------------------------------------------------------------
TOTAL COSTS OF ACQUISITIONS OF BUSINESSES/INVESTMENTS (467.5)
- --------------------------------------------------------------------------------
Net outflows for the period Dec 21, 2004 through Dec 31, 2004 (4.3)
Additional contribution to Atlantic (1.5)
- --------------------------------------------------------------------------------
REMAINDER TO CASH ON HAND AS AT DECEMBER 31 2004* 140.0
- --------------------------------------------------------------------------------
*includes cash used for the acquisition of GAH in January 2005 of ($21m) and
+$18.6m of cash acquired with the businesses
The Company's 2004 consolidated operating results reflect start up costs plus
activity from these businesses and investments for the nine day period between
December 22, 2004 and December 31, 2004. Due to this short period the Company
recorded a net operating loss for the period of $17.6 million, primarily due to
the following items incurred during the period. They include:
- - Initial formation and acquisitions costs totalling $6.0 million; and
- - A performance fee payable in trust stock to the Manager of $12.1 million
(see performance fee discussion below).
These items do not affect estimated minimum cash available for distribution,
because the initial formation costs were funded with the proceeds of the initial
public offering and private placement and the Manager has elected to reinvest
its performance fee in trust stock.
Macquarie Infrastructure Company LLC | 600 FIFTH AVENUE, 21ST FLOOR | NEW YORK,
NY 10020 | USA
On a pro forma basis, the Company has estimated minimum cash available for
distribution(1) for the year ended December 31, 2005(2) of $56.7 million,
calculated as follows:
($ IN MILLIONS)
---------------
Annual net loss (37.2)
Add:
Net interest expense 37.3
Income tax expense (0.8)
Depreciation 10.4
Amortization 12.0
- --------------------------------------------------------------------------------
EBITDA 21.7
- --------------------------------------------------------------------------------
Pro forma adjustments 24.1
- --------------------------------------------------------------------------------
PRO FORMA EBITDA 45.8
- --------------------------------------------------------------------------------
Income and expense not in operating cash 19.6
Cash flows not in income (30.5)
Incremental/estimated cash distributions from non US entities 19.6
Estimated base management fees and net cash administrative expenses (12.2)
ESTIMATED MINIMUM CASH AVAILABLE FOR DISTRIBUTION FOR 2005 42.3
Cash in acquired businesses (net of reserves) 14.4
- --------------------------------------------------------------------------------
TOTAL ESTIMATED MINIMUM CASH AVAILABLE FOR DISTRIBUTION FOR 2005 56.7
- --------------------------------------------------------------------------------
A review of the Company's consolidated results of operations is more meaningful
with the inclusion of segment reporting. Therefore, the Company will include in
the Form 10-K a segment by segment analysis of the full year 2004 historical
results of operations of our businesses and investments, including the full year
2003 historical results prior to our acquisition. We consider this is a more
appropriate approach to explaining the historical financial performance of the
Company and its underlying businesses and investments. However, these segment
results include significant non-recurring items relating to their acquisition:
- - Transactions costs of $2.0 million incurred by the prior owners related to
the sale of Executive Air Support (EAS) to North America Capital Holdings
(NACH) and Thermal Chicago to Macquarie District Energy Holdings (MDEH);
- - Bridge financing fees and swap breakage costs incurred by NACH and MDEH,
totalling $12.5 million, which were expensed when permanent financing was
secured for those businesses;
- - Warrants with a value of $5.3 million that were cancelled during the
acquisition of EAS by NACH; and
- - Payment of make-whole premium of $10.3 million by the prior owners of
Thermal Chicago, made in connection with the retirement of the then
existing debt prior to its sale to MDEH.
BUSINESS/SEGMENT HIGHLIGHTS FOR THE 12 MONTHS ENDED DECEMBER 31, 2004
The following discussion presents a segment by segment analysis of the
historical 2004 results of operations of our business and investments, including
results prior to our acquisitions. The Company has included organic growth data
for each of our businesses, which excludes the effects of significant
acquisitions that took place during either period.
AIRPORT SERVICES (ATLANTIC AND AVPORTS)
- - Organic revenue growth of 15.6%
- - Organic fuel volume growth of 8.3%
- - Fuel margins per gallon have remained constant
- - Two new fixed based operations(FBOs) in New Orleans added in December 2003
- - Results do not reflect acquisition of General Aviation Holdings in January
2005
- ----------
1 A reconciliation is provided in Appendix 1.
2 Assumes cash available for distribution from US businesses is at least the
same as for the year to December 31, 2004 and the non US businesses
deliver cash available for distribution consistent with guidance
Macquarie Infrastructure Company LLC | 600 Fifth Avenue, 21st Floor | New York,
NY 10020 | USA
2004 2003 Annual Organic
$m $m Growth % Growth %
----- ---- -------- --------
Revenue
Fuel 100.4 78.9 27.2% 20.2%
Non Fuel 41.7 36.0 15.9% 5.5%
----------------------------------------------------
Total Revenue 142.1 114.9 23.7% 15.6%
----------------------------------------------------
Gross Profit
Fuel 46.8 41.4 13.1% 8.3%
Non Fuel 34.9 30.5 14.5% 3.6%
----------------------------------------------------
Total Gross Profit 81.7 71.9 13.7% 6.3%
----------------------------------------------------
Gross Margin 58% 63%
AIRPORT PARKING (MACQUARIE PARKING)
- - Organic revenue growth of 13.0%
- - Organic daily occupancy growth of 25%
- - Operating costs reflect start up costs associated with new locations
- - Organic gross profit increased by 23.5% and gross margin has improved
- - Avistar acquired in October 2003, adding 10 new locations
- - Four new locations added to the national network during 2004
2004 2003 Annual Organic
$m $m Growth % Growth %
----- ---- -------- --------
Revenue 51.4 26.3 95.7% 13.0%
----------------------------------------------------
Gross Profit 14.6 7.1 106.6% 23.5%
----------------------------------------------------
Gross Margin 28% 27%
Daily Occupancy
(Vehicles) 14,500 6,000 141.7% 25.0%
Macquarie Infrastructure Company LLC | 600 FIFTH AVENUE, 21ST FLOOR | NEW YORK,
NY 10020 | USA
DISTRICT ENERGY (THERMAL CHICAGO AND NORTHWIND ALADDIN)
- - Organic revenue growth of 6.1%
- - Increased contracted capacity at Thermal Chicago of 3.8%
- - Costs of sales increased; specifically depreciation, as a result of the
increase of the fair value of Thermal Chicago acquired in June 2004
- - Results do not reflect the full year of Northwind Aladdin acquired in
September 2004.
- - Useable capacity at Thermal Chicago has increased by 4.7% due to system
improvements
2004 2003 Annual Organic
$m $m Growth % Growth %
----- ---- -------- --------
Revenue
Capacity 16.7 15.7 5.9% 5.9%
Consumption 14.5 13.4 8.7% 6.6%
Other 3.8 2.2 71.8% 5.4%
----------------------------------------------------
Total Revenue 35.0 31.3 11.8% 6.1%
----------------------------------------------------
Gross Profit 12.3 12.0 3.0% -2.8%
----------------------------------------------------
Gross Margin 35% 38%
Thermal Chicago (tons)
Useable Capacity 92,029 87,875 4.7%
Contracted Capacity 81,900 78,900 3.8%
TOLL ROADS (Yorkshire Link)
- - Guidance for cash distributions for the full year 2005 of $9.4 million
- - Indicative yield of 11.1% on acquisition price
INVESTMENTS
Macquarie Infrastructure Communications Group
- Guidance for cash distributions for the full year 2005 of $3.4
million (net of assumed withholding taxes)
- Expected growth in distributions for the year ended June 30, 2006 of
27%, based on public statements made by MCG
South East Water
- Guidance for cash distributions for the full year 2005 of $8.5
million, $3.5 million higher than expected in December 2004 due to a
favorable regulatory determination in December 2004 and the
successful refinancing of the acquisition bridge facility
Overall, our businesses and investments performed well over the past year as
stand-alone businesses, with all the US businesses experiencing revenue and
gross profit growth. We believe this has provided us a strong foundation for
further growth in 2005.
Macquarie Infrastructure Company LLC | 600 Fifth Avenue, 21st Floor | New York,
NY 10020 | USA
PERFORMANCE FEES
Macquarie Infrastructure Management (USA) Inc., the Company's Manager, is a
member of the Macquarie Group. Under the terms of a Management Services
Agreement, the Manager is eligible to earn a performance fee each quarter if the
MIC Accumulation Index outperforms a benchmark represented by a weighted average
of the MSCI U.S. IMI/Utilities Index and the MSCI Europe IMI/Utilities Index.
The performance fee payable is 20% of the outperformance by the MIC Accumulation
Index over the benchmark for the period.
In the period from MIC's initial public offering on December 21, 2004 to
December 31, 2004, the MIC Accumulation Index outperformed the benchmark by
9.1%, or $60.4 million. The MIC Accumulation Index increased by 12.3% over the
period compared to a 3.3% increase for the benchmark. This outperformance
resulted in a performance fee payable to the Manager of $12.1 million. The
Manager elected to apply the performance fee to purchase additional shares of
trust stock. Under the terms of the Management Services Agreement we will issue
these shares to our Manager on or about April 20, based on the volume weighted
average trading price per share over the preceding 15 trading days.
2005 OUTLOOK
Mr. Stokes concluded, "Our businesses and investments performed well over the
past 12 months as stand-alone businesses, with all the US businesses
experiencing revenue and gross profit growth. We believe this has provided us
with a strong foundation for further growth in 2005. Key drivers of growth in
our Airport Services and Airport Parking businesses are fuel volumes and
enplanements, current forecasts by the FAA projects growth in 2005 of 4.5% and
7.7% respectively. At Thermal Chicago, we continue to focus on adding new
customers to the downtown Chicago network. We have in place a debt facility to
fund future expansion of the system and ongoing capital expenditure. We are
actively seeking to invest the underwriters' over allotment option following the
initial public offering in a manner consistent with our acquisition strategy and
are currently evaluating a number of opportunities both in the sectors in which
we operate and in other infrastructure sectors."
CONFERENCE CALL AND WEBCAST
The Company has scheduled a conference call for 11:00 a.m. Eastern Time on March
23, 2005, to review the Company's results.
To listen to the conference call, please dial (800) 289-0569 (domestic) or (913)
981-5542 (international), at least 10 minutes before the scheduled start time.
Investors can also access the earnings call slideshow presentation and the live
call via the Internet at the Company's website at www.macquarie.com/mic. Please
allow extra time prior to the call to visit the site and download the necessary
software to listen to the Internet broadcast.
For interested individuals unable to join the conference call, a replay of the
call will be available through March 30, 2005, at (888) 203-1112 (domestic) or
(719) 457-0820 (international), (Passcode: 3840095). The online archive of the
webcast will be available for one year following the call.
ABOUT MACQUARIE INFRASTRUCTURE COMPANY
Macquarie Infrastructure Company owns, operates and invests in a diversified
group of infrastructure businesses, which provide basic, everyday services, in
the United States and other developed countries. Its businesses and investments
consist of an airport services business (Atlantic and AvPorts), an airport
parking business (PCAA and Avistar) and a district energy business (Thermal
Chicago and Northwind Aladdin), a 50% interest in the company that operates the
Yorkshire Link shadow toll road and investments in South East Water, a UK
regulated water utility and in Macquarie Communications Infrastructure Group.
FORWARD LOOKING STATEMENTS
This earnings release contains forward-looking statements. We may, in some
cases, use words such as "project", "believe", "anticipate", "plan", "expect",
"estimate", "intend", "should", "would", "could", "potentially", or "may" or
other words that convey uncertainty of future events or outcomes to identify
these forward-looking statements. Forward-looking statements in this
presentation are subject to a number of risks and uncertainties, some of which
are beyond our control including, among other things: our ability to
successfully integrate and manage acquired businesses, make and finance future
acquisitions, service, comply with the terms of and
Macquarie Infrastructure Company LLC | 600 Fifth Avenue, 21st Floor | New York,
NY 10020 | USA
refinance our debt, and implement our strategy, decisions made by persons who
control our investments including the distribution of dividends, our regulatory
environment, changes in air travel, automobile usage, fuel and gas prices,
foreign exchange fluctuations, environmental risks and changes in U.S. federal
tax law.
Our actual results, performance, prospects or opportunities could differ
materially from those expressed in or implied by the forward-looking statements.
Additional risks of which we are not currently aware could also cause our actual
results to differ. In light of these risks, uncertainties and assumptions, you
should not place undue reliance on any forward-looking statements. The
forward-looking events discussed in this release may not occur. These
forward-looking statements are made as of the date of this release. We undertake
no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as
required by law.
"Macquarie Group" refers to the Macquarie Group of companies, which comprises
Macquarie Bank Limited and its worldwide subsidiaries and affiliates.
Investments in Macquarie Infrastructure Company Trust are not deposits with or
other liabilities of Macquarie Bank Limited, or of any Macquarie Group company,
and are subject to investment risk, including possible delays in repayment and
loss of income and principal invested. Neither Macquarie Bank Limited nor any
other member company of the Macquarie Group guarantees the performance of
Macquarie Infrastructure Company Trust or the repayment of capital by Macquarie
Infrastructure Company Trust.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Investor enquiries Media enquiries
Hamish de Run Alex Doughty
Investor Relations Corporate Communications
Macquarie Infrastructure Company Macquarie Infrastructure Company
(212) 548-2580 (212) 548-2740
Macquarie Infrastructure Company LLC | 600 FIFTH AVENUE, 21ST FLOOR | NEW YORK,
NY 10020 | USA
MACQUARIE INFRASTRUCTURE COMPANY TRUST
CONSOLIDATED BALANCE SHEET
($ in thousands, except per share amounts)
December 31, 2004
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 140,050
Restricted cash 1,155
Accounts receivable, less allowance for doubtful accounts of $1,359 12,312
Dividend receivable 1,743
Inventory 1,563
Prepaid expenses 4,186
Deferred income taxes 1,452
Other 5,308
-----------
Total current assets 167,769
-----------
Property, equipment, land and leasehold improvements, net 284,744
Other assets:
Restricted cash 16,790
Equipment lease receivables 45,395
Investment in unconsolidated business 79,065
Investment, cost 39,369
Securities, available for sale 71,263
Related party subordinated loan 21,748
Goodwill 217,576
Intangible assets, net 254,530
Other 10,238
-----------
755,974
-----------
Total assets $ 1,208,487
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Due to manager $ 12,306
Accounts payable 10,912
Accrued expenses 11,980
Current portion of notes payable and capital leases 1,242
Current portion of long-term debt 94
Other current liabilities 2,991
-----------
Total current liabilities 39,525
-----------
Capital leases and notes payable, net of current portion 1,755
Long-term debt, net of current portion 415,074
Related party long-term debt 19,278
Deferred income taxes 123,429
Other 4,615
-----------
Total liabilities 603,676
Minority interests 8,515
Stockholders' equity:
Trust stock, no par value; 500,000,000 authorized; 26,610,100 shares
Issued and outstanding 613,265
Accumulated other comprehensive income 619
Accumulated deficit (17,588)
-----------
Total stockholders' equity 596,296
-----------
Total liabilities and stockholders' equity $ 1,208,487
===========
See accompanying notes to the consolidated financial statements.
Macquarie Infrastructure Company LLC | 600 Fifth Avenue, 21st Floor | New York,
NY 10020 | USA
MACQUARIE INFRASTRUCTURE COMPANY TRUST
CONSOLIDATED STATEMENT OF OPERATIONS
($ in thousands, except per share and shares outstanding)
April 13, 2004 (inception) to December 31, 2004
(unaudited)
REVENUES
Revenue from fuel sales $ 1,681
Service revenue 3,257
Financing and equipment lease income 126
-----------
5,064
-----------
COSTS AND EXPENSES
Cost of fuel sales 912
Cost of services 1,633
Selling, general and administrative expenses 7,953
Fees to manager 12,360
Depreciation expense 175
Amortization of intangibles 281
-----------
23,314
-----------
OPERATING LOSS (18,250)
OTHER INCOME (EXPENSE)
Dividend income 1,704
Interest income 69
Interest expense (756)
Equity in loss and amortization charges of investee (389)
Other income 50
-----------
Net loss before income taxes and minority interests (17,572)
Income taxes --
-----------
Net loss before minority interests (17,572)
Minority interests 16
-----------
NET LOSS $ (17,588)
===========
Basic and diluted loss per share (*): $ (17.38)
===========
Weighted average number of shares of trust stock outstanding
- basic and diluted (*) 1,011,887
===========
Supplementary Information:
(*) Basic and diluted loss per share was computed on a weighted average basis
from the period April 13, 2004 (inception) through December 31, 2004. The
weighted average computation of 1,011,887 shares of trust stock
outstanding was computed based on 100 shares outstanding for the period
from April 13, 2004 through December 21, 2004 and 26,610,100 shares
outstanding for the period from December 22, 2004 through December 31,
2004. Pro forma basic and diluted net loss per share, calculated as if the
shares sold as a result of the Company's initial public offering and
concurrent private placement had been outstanding for the full year, would
have been 66 cents.
See accompanying notes to the consolidated financial statements.
Macquarie Infrastructure Company LLC | 600 Fifth Avenue, 21st Floor | New York,
NY 10020 | USA
MACQUARIE INFRASTRUCTURE COMPANY TRUST
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
($ in thousands)
April 13, 2004 (inception) to December 31, 2004
(unaudited)
TRUST STOCK
OTHER TOTAL
NUMBER OF ACCUMULATED COMPREHENSIVE STOCKHOLDERS'
SHARES AMOUNT DEFICIT INCOME (LOSS) EQUITY
----------- ---------- ---------- ------------- -------------
Issuance of trust stock, net of offering costs 26,610,100 $ 613,265 $ -- $ -- $ 613,265
Other comprehensive income (loss):
Net loss for the period ending
December 31, 2004 -- -- (17,588) -- (17,588)
Translation adjustment -- -- -- 855 855
Change in fair value of interest rate swap -- -- -- 1 1
Unrealized loss on marketable securities -- -- -- (237) (237)
---------- ---------- ---------- ---------- ----------
Total comprehensive loss -- -- -- -- (16,969)
---------- ---------- ---------- ---------- ----------
Balance at December 31, 2004 26,610,100 $ 613,265 $ (17,588) $ 619 $ 596,296
========== ========== ========== ========== ==========
See accompanying notes to the consolidated financial statements.
Macquarie Infrastructure Company LLC | 600 Fifth Avenue, 21st Floor | New York,
NY 10020 | USA
MACQUARIE INFRASTRUCTURE COMPANY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
April 13, 2004 (inception) to December 31, 2004
(unaudited)
OPERATING ACTIVITIES
Net loss $ (17,588)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization of property and equipment 370
Amortization of intangible assets 281
Equity in loss and amortization charges of investee 389
Deferred rent 80
Deferred revenue (62)
Equipment lease receivable (121)
Minority interests 16
Accrued interest expense 26
Accrued interest income (50)
Changes in operating assets and liabilities:
Accounts receivable (420)
Dividend receivable (1,704)
Inventories 686
Prepaid expenses and other current assets (439)
Due to subsidiaries 1,398
Accounts payable and accrued expenses 798
Due to manager 12,306
Other (11)
---------
Net cash used in operating activities (4,045)
INVESTING ACTIVITIES
Acquisition of businesses and investments, net of cash acquired (467,413)
Purchases of property and equipment (81)
Other 17
---------
Net cash used in investing activities (467,477)
FINANCING ACTIVITIES
Proceeds from issuance of shares of trust stock 665,250
Payment of long-term debt (1,500)
Offering costs (51,985)
---------
Net cash provided by financing activities 611,765
---------
Effect of exchange rate changes on cash (193)
---------
Net change in cash and cash equivalents 140,050
Cash and cash equivalents at beginning of period --
---------
Cash and cash equivalents at end of period $ 140,050
=========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Noncash investing and financing activity:
Accrued offering costs $ 2,270
=========
Accrued purchases of property and equipment $ 810
=========
Taxes paid $ --
=========
Interest paid $ 2,056
=========
See accompanying notes to the consolidated financial statements.
Macquarie Infrastructure Company LLC | 600 Fifth Avenue, 21st Floor | New York,
NY 10020 | USA
APPENDIX 1: RECONCILIATION OF NET LOSS TO TOTAL ESTIMATED MINIMUM CASH AVAILABLE
FOR DISTRIBUTION FOR THE YEAR ENDED DECEMBER 31, 2005 (unaudited):
NACH MDEH MAPC MANA COMPANY CONSOLIDATED
---- ---- ---- ---- ------- ------------
($ IN THOUSANDS)
Annual net loss $ (6,185) $(11,553) $ (758) $ (1,440) $(17,247) $(37,183)
Add back:
Net interest expense 7,694 17,532 8,421 3,729 (34) 37,342
Income tax expense (384) (464) -- 58 -- (790)
Depreciation 2,812 4,399 2,164 999 -- 10,374
Amortization 3,314 766 2,854 5,017 -- 11,951
-------- -------- -------- -------- -------- --------
EBITDA $ 7,251 $ 10,681 $ 12,681 $ 8,363 $(17,281) $ 21,695
-------- -------- -------- -------- -------- --------
PROFORMA ADJUSTMENTS:
Minority interests -- 118 (630) -- -- (512)
ETT Nevada Inc EBITDA
prior to MDEH acquisition -- 2,986 -- -- -- 2,986
Non recurring financing
fees in income 6,650 3,733 -- -- -- 10,383
Non recurring transaction
costs 1,189 812 322 -- -- 2,323
Warrant Expense on sale
of EAS 5,254 -- -- -- -- 5,254
Acceleration of debt
discount -- (1,313) -- -- -- (1,313)
GAH 2004 pro forma EBITDA 4,935 -- -- -- -- 4,935
-------- -------- -------- -------- -------- --------
TOTAL $ 18,028 $ 6,336 $ (308) -- -- $ 24,056
-------- -------- -------- -------- -------- --------
PROFORMA EBITDA $ 25,279 $ 17,017 $ 12,373 $ 8,363 $(17,281) $ 45,751
-------- -------- -------- -------- -------- --------
INCOME AND EXPENSE NOT IN
OPERATING CASH:
Deferred expenses -- 185 902 -- -- 1,087
Performance fees to be
paid in stock -- -- -- -- 12,088 12,088
Equity in loss of
unconsolidated
subsidiary -- -- -- -- 389 389
Offering expenses paid
with proceeds from the
offering -- -- -- -- 6,017 6,017
-------- -------- -------- -------- -------- --------
TOTAL -- $ 185 $ 902 -- $ 18,494 $ 19,581
-------- -------- -------- -------- -------- --------
CASH FLOWS NOT IN INCOME:
2005 capital expenditures
funded from operating
cash flow (2,400) (100) (2,200) (500) -- (5,200)
Principal receipts on
loans and receivables -- 992 -- -- -- 992
Cash Interest expense,
including GAH (9,296) (8,100) (7,140) (1,892) -- (26,428)
ETT Nevada principal
receipts prior to MDEH
acquisition -- 959 -- -- -- 959
Minority interest share
of cash flow
adjustments -- (239) (508) -- -- (747)
-------- -------- -------- -------- -------- --------
TOTAL $(11,696) $ (6,489) $ (9,848) $ (2,392) -- $(30,424)
-------- -------- -------- -------- -------- --------
INCREMENTAL/ESTIMATED
CASH DISTRIBUTIONS FROM
NON-U.S. ENTITIES:
Macquarie Communications
Infrastructure Group -- -- -- -- 1,696 1,696
South East Water -- -- -- -- 8,500 8,500
Yorkshire Link -- -- -- -- 9,400 9,400
-------- -------- -------- -------- -------- --------
TOTAL -- -- -- -- $ 19,596 $ 19,596
-------- -------- -------- -------- -------- --------
Estimated base management
fees and net cash
administrative expenses (12,204) (12,204)
-------- -------- -------- -------- -------- --------
ESTIMATED MINIMUM CASH
AVAILABLE FOR
DISTRIBUTION $ 13,583 $ 10,713 $ 3,428 $ 5,971 $ 8,604 $ 42,299
-------- -------- -------- -------- -------- --------
Cash in acquired
businesses
(net of reserves) 3,748 5,655 388 1,371 3,200 14,362
-------- -------- -------- -------- -------- --------
TOTAL ESTIMATED MINIMUM
CASH AVAILABLE FOR
DISTRIBUTION FOR 2005 $ 17,331 $ 16,368 $ 3,815 $ 7,342 $ 11,804 $ 56,661
-------- -------- -------- -------- -------- --------
Note:
Estimated management fees consist of estimated 2004 base fees calculated
assuming 26,610,100 outstanding shares at a $25 per share price and no
investment of the additional proceeds received from the exercise of the
underwriters' over allotment option.
Estimated net cash administrative expenses have been calculated based on
budgeted 2005 expenses less amounts funded with a portion of the proceeds of the
initial public offering and concurrent private placement.
Amounts may not add due to rounding.
Macquarie Infrastructure Company LLC | 600 Fifth Avenue, 21st Floor | New York,
NY 10020 | USA