##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 For the transition period from ___to ___
 Commission File Number: 001-32385
 Macquarie Infrastructure Company Trust
  Delaware
(State or Other Jurisdiction of Incorporation or Organization)
    
    20-6196808
(I.R.S. Employer Identification No.)
 
 Commission File Number: 001-32384
 Macquarie Infrastructure Company LLC
  Delaware
(State or Other Jurisdiction of Incorporation or Organization)
    
    43-2052503
(I.R.S. Employer Identification No.)
 
 125 West 55thStreet, 22ndFloor
New York, New York
(Address of principal executive offices)
    
    10019
(Zip Code)
 (212) 231-1800
 
 600 Fifth Avenue, 21 st Floor
New York, NY 10020
(212) 548-6538
 þ o
 o þ
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TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsMACQUARIE INFRASTRUCTURE COMPANY TRUSTConsolidated Condensed Balance Sheets as of September 30, 2005 (Unaudited) and December 31, 2004
    
    
    3Consolidated
Condensed Statement of Operations for the Quarter and Nine Months
Ended September 30, 2005, the Quarter Ended September 30, 2004, and the
Period from April 13, 2004 (inception) to September 30, 2004 (Unaudited)
    
    
    4Consolidated Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2005 and the
Period from April 13, 2004 (inception) to September 30, 2004 (Unaudited)
    
    
    5Notes to Consolidated Condensed Financial Statements (Unaudited)
    
    
    6NORTH AMERICA CAPITAL HOLDING COMPANYConsolidated
Condensed Statement of Operations for the Periods January 1, 2004
through July 29, 2004 and July 30, 2004 through September 30, 2004 (Unaudited)
    
    
    17Consolidated Condensed Statement of Cash Flows for the Periods January 1, 2004
through July 29, 2004 and July 30, 2004 through September 30, 2004 (Unaudited)
    
    
    18Note to Consolidated Condensed Financial Statements (Unaudited)
    
    
    19ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20ITEM 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    42ITEM 4. Controls and Procedures
    
    
    43PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    44ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    44ITEM 3. Defaults Upon Senior Securities
    
    
    45ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    45ITEM 5. Other Information
    
    
    45ITEM 6. Exhibits
    
    
    45EX-2.2: SECOND AMENDMENT TO PURCHASE AGREEMENTEX-2.3: JOINDER AGREEMENTEX-2.4: ASSIGNMENT AGREEMENTEX-10.1: COMMITMENT LETTEREX-10.2: LOAN AGREEMENTEX-10.3: CREDIT AGREEMENTEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATIONEX-99.2: EARNINGS RELEASE
   2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 MACQUARIE INFRASTRUCTURE COMPANY TRUST
 
 
 September 30,
    
    
    December 31,2005
    
    
    2004(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    43,497
    
    
    
    140,050Restricted cash
    
    
    1,113
    
    
    
    1,155Accounts receivable, less allowance for doubtful accounts of $845 and $1,359
    
    
    21,228
    
    
    
    12,312Dividend receivable
    
    
    
    
    
    
    1,743Inventories
    
    
    2,104
    
    
    
    1,563Prepaid expenses
    
    
    4,946
    
    
    
    4,186Deferred income taxes
    
    
    1,622
    
    
    
    1,452Other
    
    
    3,981
    
    
    
    5,308Total current assets
    
    
    78,491
    
    
    
    167,769Property, equipment, land and leasehold improvements, net
    
    
    311,296
    
    
    
    284,744Other assets:Restricted cash
    
    
    17,293
    
    
    
    16,790Equipment lease receivables
    
    
    44,092
    
    
    
    45,395Investment in unconsolidated business
    
    
    70,039
    
    
    
    79,065Investment, cost
    
    
    36,338
    
    
    
    39,369Securities, available for sale
    
    
    74,862
    
    
    
    71,263Related party subordinated loan
    
    
    20,043
    
    
    
    21,748Goodwill
    
    
    234,931
    
    
    
    217,576Intangible assets, net
    
    
    310,509
    
    
    
    254,530Deposits and deferred costs on acquisition
    
    
    15,429
    
    
    
    Fair value of derivative instruments
    
    
    4,923
    
    
    
    724Other
    
    
    9,971
    
    
    
    9,514Total assets
    
    $
    1,228,217
    
    
    
    1,208,487Liabilities and stockholders equityCurrent liabilities:Due to manager
    
    $
    2,644
    
    
    
    12,306Accounts payable
    
    
    13,203
    
    
    
    10,912Accrued expenses
    
    
    13,603
    
    
    
    11,980Current portion of capital leases and notes payable
    
    
    2,067
    
    
    
    1,242Current portion of long-term debt
    
    
    97
    
    
    
    94Other
    
    
    4,063
    
    
    
    2,991Total current liabilities
    
    
    35,677
    
    
    
    39,525Capital leases and notes payable, net of current portion
    
    
    2,104
    
    
    
    1,755Long-term debt, net of current portion
    
    
    449,244
    
    
    
    415,074Related party long-term debt
    
    
    18,533
    
    
    
    19,278Deferred income taxes
    
    
    123,204
    
    
    
    123,429Fair value of derivative instruments
    
    
    1,325
    
    
    
    286Other
    
    
    5,616
    
    
    
    4,329Total liabilities
    
    
    635,703
    
    
    
    603,676Minority interests
    
    
    9,107
    
    
    
    8,515Stockholders equity:Trust stock, no par value; 500,000,000 shares authorized; 27,050,745 shares
issued and outstanding, at September 30, 2005, 26,610,100 shares issued and
outstanding at December 31, 2004
    
    
    596,548
    
    
    
    613,265Accumulated other comprehensive (loss) income
    
    
    (2,412
    )
    
    
    619Accumulated deficit
    
    
    (10,729
    )
    
    
    (17,588
    )Total stockholders equity
    
    
    583,407
    
    
    
    596,296Total liabilities and stockholders equity
    
    $
    1,228,217
    
    
    $
    1,208,487
 See accompanying notes to the consolidated condensed financial statements.
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##### Table of Contents



MACQUARIE INFRASTRUCTURE COMPANY TRUST
 
 
 Period FromNine Months
    
    
    April 13, 2004Quarter Ended
    
    
    Quarter Ended
    
    
    Ended
    
    
    (inception) September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004RevenueRevenue from fuel sales
    
    $
    36,298
    
    
    $
    
    
    
    $
    100,928
    
    
    $
    Service revenue
    
    
    42,317
    
    
    
    
    
    
    
    113,268
    
    
    
    Financing and equipment lease income
    
    
    1,320
    
    
    
    
    
    
    
    3,993
    
    
    
    79,935
    
    
    
    
    
    
    
    218,189
    
    
    
    Costs and expensesCost of fuel sales
    
    
    21,631
    
    
    
    
    
    
    
    58,434
    
    
    
    Cost of services
    
    
    22,997
    
    
    
    
    
    
    
    59,973
    
    
    
    Selling, general and administrative expenses
    
    
    21,243
    
    
    
    2,023
    
    
    
    59,147
    
    
    
    4,604Fees to manager
    
    
    2,609
    
    
    
    
    
    
    
    6,761
    
    
    
    Depreciation
    
    
    1,506
    
    
    
    
    
    
    
    4,253
    
    
    
    Amortization of intangibles
    
    
    3,498
    
    
    
    
    
    
    
    9,818
    
    
    
    Operating income (loss)
    
    
    6,451
    
    
    
    (2,023
    )
    
    
    19,803
    
    
    
    (4,604
    )Other income (expense)Dividend income
    
    
    116
    
    
    
    
    
    
    
    6,300
    
    
    
    Interest income
    
    
    893
    
    
    
    
    
    
    
    3,252
    
    
    
    Interest expense
    
    
    (8,034
    )
    
    
    
    
    
    
    (23,303
    )
    
    
    Equity in earnings and amortization charges of investee
    
    
    1,954
    
    
    
    
    
    
    
    2,468
    
    
    
    Other income (expense), net
    
    
    122
    
    
    
    
    
    
    
    (533
    )
    
    
    Net income (loss) before income taxes and minority interests
    
    
    1,502
    
    
    
    (2,023
    )
    
    
    7,987
    
    
    
    (4,604
    )Income tax expense
    
    
    220
    
    
    
    
    
    
    
    799
    
    
    
    Net income (loss) before minority interests
    
    
    1,282
    
    
    
    (2,023
    )
    
    
    7,188
    
    
    
    (4,604
    )Minority interests
    
    
    (24
    )
    
    
    
    
    
    
    329
    
    
    
    Net income (loss)
    
    $
    1,306
    
    
    $
    (2,023
    )
    
    $
    6,859
    
    
    $
    (4,604
    )Basic earnings (loss) per share:
    
    $
    0.05
    
    
    $
    (20,230
    )
    
    $
    0.26
    
    
    $
    (46,040
    )Weighted average number of shares of trust stock outstanding: basic
    
    
    27,050,745
    
    
    
    100
    
    
    
    26,875,416
    
    
    
    100Diluted earnings (loss) per share:
    
    $
    0.05
    
    
    $
    (20,230
    )
    
    $
    0.25
    
    
    $
    (46,040
    )Weighted average number of shares of trust stock outstanding: diluted
    
    
    27,108,789
    
    
    
    100
    
    
    
    26,902,843
    
    
    
    100Cash dividends declared per share
    
    $
    0.50
    
    
    $
    
    
    
    $
    1.0877
    
    
    $
    
 See accompanying notes to the consolidated condensed financial statements.
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MACQUARIE INFRASTRUCTURE COMPANY TRUST
 
 
 Period From April 13,Nine Months Ended
    
    
    2004 (inception) September 30, 2005
    
    
    September 30, 2004Operating activitiesNet income (loss)
    
    $
    6,859
    
    
    $
    (4,604
    )Adjustments to reconcile net income (loss) to net cash provided by operating activities:
    
    
    
    
    
    
    Depreciation and amortization of property and equipment
    
    
    10,123
    
    
    
    Amortization of intangible assets
    
    
    9,818
    
    
    
    Loss on disposal of equipment
    
    
    16Equity in earnings and amortization charges of investee
    
    
    2,970
    
    
    
    Amortization of finance costs
    
    
    851
    
    
    
    Deferred rent
    
    
    1,742
    
    
    
    Deferred revenue
    
    
    93
    
    
    
    Equipment lease receivable
    
    
    1,256
    
    
    
    Minority interests
    
    
    329
    
    
    
    Noncash compensation
    
    
    266
    
    
    
    Other noncash expenses, net
    
    
    108
    
    
    
    Accrued interest expense on subordinated debt-related party
    
    
    757
    
    
    
    Accrued interest income on subordinated debt-related party
    
    
    
    
    
    
    Changes in current assets and liabilities, net of acquisition:Accounts receivable
    
    
    (6,713
    )
    
    
    Inventories
    
    
    (302
    )
    
    
    Prepaid expenses and other current assets
    
    
    530
    
    
    
    Accounts payable and accrued expenses
    
    
    3,486
    
    
    
    Due to manager
    
    
    2,426
    
    
    
    985Due to Parent
    
    
    
    
    
    
    3,619Other
    
    
    2,078
    
    
    
    Net cash provided by operating activities
    
    
    36,693
    
    
    
    Investing activitiesAcquisition of businesses and investments, net of cash acquired
    
    
    (109,746
    )
    
    
    Deposits and deferred costs on future acquisitions
    
    
    (15,429
    )Goodwill adjustment
    
    
    694
    
    
    
    Purchases of property and equipment
    
    
    (7,502
    )
    
    
    Principal proceeds from subordinated loan
    
    
    914
    
    
    
    Net cash used in investing activities
    
    
    (131,069
    )
    
    
    Financing activitiesProceeds from debt
    
    
    32,000
    
    
    
    Proceeds from line of credit facility
    
    
    700
    
    
    
    Contributions received from minority shareholders
    
    
    1,553
    
    
    
    Distributions paid to shareholders
    
    
    (29,423
    )
    
    
    Debt financing costs
    
    
    (1,674
    )
    
    
    Distributions paid to minority shareholders
    
    
    (1,289
    )
    
    
    Payment of long-term debt
    
    
    (81
    )
    
    
    Offering costs paid
    
    
    (1,934
    )
    
    
    Change in restricted cash
    
    
    (551
    )
    
    
    Payment of notes and capital lease obligations
    
    
    (1,105
    )
    
    
    Net cash used in financing activities
    
    
    (1,804
    )
    
    
    Effect of exchange rate changes on cash
    
    
    (373
    )
    
    
    Net change in cash and cash equivalents
    
    
    (96,553
    )
    
    
    Cash and cash equivalents at beginning of period
    
    
    140,050
    
    
    
    Cash and cash equivalents at end of period
    
    $
    43,497
    
    
    $Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    2,060
    
    
    $
    Interest paid
    
    $
    21,757
    
    
    $
    Acquisition of property and equipment under capital leases
    
    $
    1,699
    
    
    $
    
 See accompanying notes to the consolidated condensed financial statements
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MACQUARIE INFRASTRUCTURE COMPANY TRUST
 
 
 1. Organization and Description of Business
     1)
    
    North America Capital Holding Company (NACH)  an airport service business that is an
operator of 13 fixed-based operations or FBOs (10 FBOs at acquisition date) which provide
fuel, de-icing, aircraft parking, hangar and other services. The FBOs are located in
various locations in the United States and the corporate headquarters are in Plano, Texas.2)
    
    Macquarie Airports North America, Inc. (MANA)  an airport service business that is
an operator of 5 FBOs and 1 heliport which provides fuel, de-icing, aircraft parking and
hangar services, airport management, and other aviation services. The FBOs are located in
the northeast and southern regions of the United States and the corporate headquarters are
in Baltimore, Maryland.3)
    
    Macquarie Americas Parking Corporation (MAPC)  an airport parking business that
provides off-airport parking services as well as ground transportation to and from the
parking facilities and the airport terminals. MAPC operates 30 off-airport parking
facilities located at 15 major airports throughout the United States and maintains its
headquarters in Downey, California.4)
    
    Macquarie District Energy Holdings, LLC (MDEH)  a business that provides district
cooling to 98 customers in Chicago, Illinois and provides district heating and cooling to a
single customer outside of downtown Chicago and to the Aladdin Resort & Casino located in
Las Vegas, Nevada. MDEH maintains its headquarters in Chicago, Illinois.5)
    
    Macquarie Yorkshire Limited (MYL)  an entity that owns a 50% interest in a shadow
toll road located in the United Kingdom, pursuant to a concession agreement with the U.K.
government.
  6




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##### Table of Contents



2. Basis of Presentation
    3. Earnings Per Share
  Period fromQuarter
    
    
    Nine Months
    
    
    April 13, 2004Quarter Ended
    
    
    Ended
    
    
    Ended
    
    
    (inception) September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Weighted average number of shares of trust
stock outstanding: basic
    
    
    27,050,745
    
    
    
    100
    
    
    
    26,875,416
    
    
    
    100Dilutive effect of restricted stock unit grants
    
    
    58,044
    
    
    
    
    
    
    
    27,427
    
    
    
    Weighted average number of shares of trust
stock outstanding: diluted
    
    
    27,108,789
    
    
    
    100
    
    
    
    26,902,843
    
    
    
    100
  4. Acquisitions
 General Aviation Holdings, LLC
    7




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##### Table of Contents



Current assets
    
    $
    1,976Property, equipment, and leasehold improvements
    
    
    12,680Intangible assets:Customer relationships
    
    
    1,100Airport contract rights
    
    
    18,800Non-compete agreements
    
    
    1,100Goodwill
    
    
    15,519Total assets acquired
    
    
    51,175Current liabilities
    
    
    882Net assets acquired
    
    $
    50,293
  Recognition of Customer Relationship Intangible Assets Acquired in a Business
Combination
  Eagle Aviation Resources, Ltd.
     Current assets
    
    $
    2,264Property, equipment, and leasehold improvements
    
    
    14,465Intangible assets:Airport contract rights
    
    
    45,047Total assets acquired
    
    
    61,776Current liabilities
    
    
    1,936Net assets acquired
    
    $
    59,840
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##### Table of Contents



The Gas Company
      5. Property, Equipment, Land and Leasehold Improvements
  September 30, 2005(unaudited)
    
    
    December 31, 2004Land
    
    $
    50,080
    
    
    $
    47,017Easements
    
    
    5,624
    
    
    
    5,624Buildings
    
    
    31,049
    
    
    
    30,337Leasehold and land improvements
    
    
    88,657
    
    
    
    61,187Machinery and equipment
    
    
    129,338
    
    
    
    125,679Furniture and fixtures
    
    
    1,811
    
    
    
    1,247Construction in progress
    
    
    13,161
    
    
    
    12,178Property held for future use
    
    
    1,197
    
    
    
    1,317Other
    
    
    830
    
    
    
    528321,747
    
    
    
    285,114Less: Accumulated depreciation
    
    
    (10,451
    )
    
    
    (370
    )Property, equipment, land and leasehold improvements, net
    
    $
    311,296
    
    
    $
    284,744
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##### Table of Contents



6. Intangible Assets
  September 30, 2005(unaudited)
    
    
    December 31, 2004WeightedAverage Life
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(Years)
    
    
    Value
    
    
    Amortization
    
    
    Value
    
    
    AmortizationContractual arrangements
    
    
    35.7
    
    
    $
    244,335
    
    
    $
    5,101
    
    
    $
    180,491
    
    
    $
    179Non-compete agreements
    
    
    2.5
    
    
    
    7,166
    
    
    
    2,248
    
    
    
    6,066
    
    
    
    49Customer relationships
    
    
    10.3
    
    
    
    25,591
    
    
    
    2,133
    
    
    
    24,490
    
    
    
    34Leasehold rights
    
    
    16.3
    
    
    
    6,510
    
    
    
    546
    
    
    
    6,758
    
    
    
    17Trade names
    
    Indefinite
    
    
    28,559
    
    
    
    
    
    
    
    28,559
    
    
    
    Domain names
    
    Indefinite
    
    
    7,987
    
    
    
    
    
    
    
    7,987
    
    
    
    Technology
    
    
    5.0
    
    
    
    460
    
    
    
    71
    
    
    
    460
    
    
    
    2$
    320,608
    
    
    $
    10,099
    
    
    $
    254,811
    
    
    $
    281
  7. Long Term Debt
   September 30, 2005(unaudited)
    
    
    December 31, 2004MDE senior notes (1)
    
    $
    120,000
    
    
    $
    120,000NACH class A notes
    
    
    29,623
    
    
    
    23,500NACH class B notes
    
    
    130,877
    
    
    
    105,000MANA senior debt
    
    
    36,000
    
    
    
    36,000MAPC loan payable
    
    
    125,976
    
    
    
    126,000MAPC loan payable
    
    
    4,622
    
    
    
    4,668MAPC loan payable
    
    
    2,243
    
    
    
    449,341
    
    
    
    415,168Less: current portion
    
    
    97
    
    
    
    94Long-term portion
    
    $
    449,244
    
    
    $
    415,074
 
 (1)
    
    Macquarie District Energy, Inc. (MDE) is a wholly owned subsidiary of MDEH.   8. Comprehensive Income
   10




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9. Stockholders Equity
  10. Reportable Segments
      Quarter Ended September 30, 2005(unaudited)Airport Services
    
    
    Airport Parking
    
    
    District Energy
    
    
    TotalRevenue from Product SalesFuel sales
    
    $
    36,298
    
    
    $
    
    
    
    $
    
    
    
    $
    36,29836,298
    
    
    
    
    
    
    
    
    
    
    
    36,298Service RevenueOther services
    
    
    13,416
    
    
    
    
    
    
    
    500
    
    
    
    13,916Cooling capacity revenue
    
    
    
    
    
    
    
    
    
    
    4,179
    
    
    
    4,179Cooling consumption revenue
    
    
    
    
    
    
    
    
    
    
    9,762
    
    
    
    9,762Parking services
    
    
    
    
    
    
    14,460
    
    
    
    
    
    
    
    14,46013,416
    
    
    
    14,460
    
    
    
    14,441
    
    
    
    42,317Financing and Lease IncomeFinancing and equipment lease
    
    
    
    
    
    
    
    
    
    
    1,320
    
    
    
    1,320
    
    
    
    
    
    
    
    1,320
    
    
    
    1,320Total Revenue
    
    $
    49,714
    
    
    $
    14,460
    
    
    $
    15,761
    
    
    $
    79,935
 11




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##### Table of Contents



At September 30, 2005(unaudited)Quarter Ended September 30, 2005
    
    
    Property,(unaudited)
    
    
    Equipment, LandSegment
    
    
    Interest
    
    
    Depreciation/
    
    
    Capital
    
    
    and Leasehold
    
    
    TotalProfit (1)
    
    
    Expense
    
    
    Amortization(2)
    
    
    Expenditures(3)
    
    
    Improvements
    
    
    AssetsAirport Services
    
    $
    26,286
    
    
    $
    3,357
    
    
    $
    4,050
    
    
    $
    1,214
    
    
    $
    91,538
    
    
    $
    522,581Airport Parking
    
    
    3,666
    
    
    
    2,303
    
    
    
    1,164
    
    
    
    3,115
    
    
    
    71,605
    
    
    
    230,550District Energy
    
    
    5,355
    
    
    
    2,127
    
    
    
    1,775
    
    
    
    127
    
    
    
    148,153
    
    
    
    251,625Total
    
    $
    35,307
    
    
    $
    7,787
    
    
    $
    6,989
    
    
    $
    4,456
    
    
    $
    311,296
    
    
    $
    1,004,756
 
 
 (1)
    
    Segment profit includes revenue less cost of sales. For the airport parking and district
energy businesses, depreciation expense of $555,000 and $1.4 million, respectively, are
included in cost of sales for the quarter ended September 30, 2005.(2)
    
    Includes depreciation expense of property, equipment and leasehold improvements and
amortization of intangible assets. Includes depreciation expense for the airport parking and
district energy businesses which has also been included in segment profit.(3)
    
    Includes acquisition of property and equipment under capital leases of $300,000.  Total assets of reportable segments
    
    $
    1,004,756Equity and cost investments:Investment in Yorkshire Link
    
    
    70,039Investment in SEW
    
    
    36,338Investment in MCG
    
    
    74,862Corporate and other
    
    
    277,194Less: Consolidation entries
    
    
    (234,972
    )Total consolidated assets
    
    $
    1,228,217
  Quarter Ended
    
    
    Nine Months EndedSeptember 30, 2005
    
    
    September 30, 2005Total reportable segment profit
    
    $
    35,307
    
    
    $
    99,782Selling, general and administrative expenses
    
    
    (21,243
    )
    
    
    (59,147
    )Fees to manager
    
    
    (2,609
    )
    
    
    (6,761
    )Depreciation and amortization (1)
    
    
    (5,004
    )
    
    
    (14,071
    )6,451
    
    
    
    19,803Other expense, net
    
    
    (4,949
    )
    
    
    (11,816
    )Total consolidated income before income taxes and minority interests
    
    
    1,502
    
    
    
    7,987
 
 (1)
    
    Does not include depreciation expense for the airport parking and district energy businesses
which are included in total reportable segment profit. 12




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Nine Months Ended September 30, 2005(unaudited)Airport
    
    
    DistrictAirport Services
    
    
    Parking
    
    
    Energy
    
    
    TotalRevenue from Product SalesFuel sales
    
    $
    100,928
    
    
    $
    
    
    
    $
    
    
    
    $
    100,928100,928
    
    
    
    
    
    
    
    
    
    
    
    100,928Service RevenueOther services
    
    
    40,509
    
    
    
    
    
    
    
    1,552
    
    
    
    42,061Cooling capacity revenue
    
    
    
    
    
    
    
    
    
    
    12,365
    
    
    
    12,365Cooling consumption revenue
    
    
    
    
    
    
    
    
    
    
    16,798
    
    
    
    16,798Parking services
    
    
    
    
    
    
    42,044
    
    
    
    
    
    
    
    42,04440,509
    
    
    
    42,044
    
    
    
    30,715
    
    
    
    113,268Financing and Lease IncomeFinancing and equipment lease
    
    
    
    
    
    
    
    
    
    
    3,993
    
    
    
    3,993
    
    
    
    
    
    
    
    3,993
    
    
    
    3,993Total Revenue
    
    $
    141,437
    
    
    $
    42,044
    
    
    $
    34,708
    
    
    $
    218,189
  Nine Months Ended September 30, 2005(unaudited)Segment
    
    
    Interest
    
    
    Depreciation/
    
    
    CapitalProfit(1)
    
    
    Expense
    
    
    Amortization(2)
    
    
    Expenditures(3)Airport Services
    
    $
    77,103
    
    
    $
    10,183
    
    
    $
    11,221
    
    
    $
    3,592Airport Parking
    
    
    10,956
    
    
    
    6,722
    
    
    
    3,431
    
    
    
    4,827District Energy
    
    
    11,723
    
    
    
    6,399
    
    
    
    5,289
    
    
    
    782Total
    
    $
    99,782
    
    
    $
    23,304
    
    
    $
    19,941
    
    
    $
    9,201
 
 
 (1)
    
    Segment profit includes revenue less cost of sales. For the airport parking and district
energy businesses, depreciation expense of $1.6 million and $4.2 million, respectively, are
included in cost of sales.(2)
    
    Includes depreciation expense of property, equipment and leasehold improvements and
amortization of intangible assets. Includes depreciation expense for the airport parking and
district energy businesses which has also been included in segment profit.(3)
    
    Includes acquisition of property and equipment under capital leases of $1.7 million. 11. Related Party Transactions
 Management Services Agreement with Macquarie Infrastructure Management (USA) Inc. (MIMUSA)
    13




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Advisory and Other Services from the Macquarie Group and its Affiliates
   Related Party Loans
  Derivative Instruments and Hedging Activities
     12. Income Taxes
     14




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13. Legal Proceedings and Contingencies
  14. Dividends
  15. Subsequent Events
 Dividends
  Acquisitions
         15




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Revolving Credit Facility
   16




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NORTH AMERICA CAPITAL HOLDING COMPANY
 
 
 PredecessorSuccessor
    
    
    
    Executive AirNorth America Capital
    
    
    
    Support,Holding Company
    
    
    
    Inc.July 30, 2004 through
    
    
    
    January 1, 2004September 30, 2004
    
    
    
    through July 29, 2004RevenueFuel revenue
    
    $
    12,690
    
    
    
    $
    41,146Service revenue
    
    
    3,646
    
    
    
    
    14,616Total revenue
    
    
    16,336
    
    
    
    
    55,762Cost of revenue  fuel
    
    
    6,830
    
    
    
    
    21,068Cost of revenue  service
    
    
    358
    
    
    
    
    1,428Gross profit
    
    
    9,148
    
    
    
    
    33,266Selling, general, and administrative expenses
    
    
    5,871
    
    
    
    
    22,378Depreciation and amortization
    
    
    1,448
    
    
    
    
    2,226Operating profit
    
    
    1,829
    
    
    
    
    8,662Other expense:Other expense
    
    
    1,288
    
    
    
    
    5,135Interest expense, net
    
    
    1,070
    
    
    
    
    4,638Loss before income taxes
    
    
    (529
    )
    
    
    
    (1,111
    )Benefit for income taxes
    
    
    (176
    )
    
    
    
    (597
    )Loss from operations
    
    
    (353
    )
    
    
    
    (514
    )Income from discontinued operations
    
    
    
    
    
    
    
    159Net loss
    
    
    (353
    )
    
    
    
    (355
    )Net loss applicable to common stockholders:Net loss
    
    $
    (353
    )
    
    
    $
    (355
    )Less: Preferred stock dividends
    
    
    
    
    
    
    
    (3,102
    )Net loss applicable to common stockholders
    
    $
    (353
    )
    
    
    $
    (3,457
    )
 See accompanying note to the consolidated condensed financial statements.
 17




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##### Table of Contents



NORTH AMERICA CAPITAL HOLDING COMPANY
 
 
 SuccessorNorth America
    
    
    
    PredecessorCapital Holding
    
    
    
    Executive AirCompany
    
    
    
    Support, Inc.July 30, 2004
    
    
    
    January 1, 2004through September
    
    
    
    through July 29,30, 2004
    
    
    
    2004Cash flows from operating activities:Net loss
    
    $
    (353
    )
    
    
    $
    (355
    )Adjustments to reconcile net loss to net cash provided by operating activities:Fair value adjustment for outstanding warrant liability
    
    
    
    
    
    
    
    5,280Depreciation and amortization
    
    
    1,448
    
    
    
    
    2,226Non-cash interest expense and other
    
    
    
    
    
    
    
    2,761Deferred taxes
    
    
    (263
    )
    
    
    
    (953
    )Changes in assets and liabilities:Accounts receivable
    
    
    (295
    )
    
    
    
    (127
    )Inventories
    
    
    (73
    )
    
    
    
    3Prepaid expenses and other
    
    
    108
    
    
    
    
    1,048Liabilities from discontinued operations
    
    
    10
    
    
    
    
    (131
    )Accounts payable
    
    
    (129
    )
    
    
    
    572Accrued payroll, environmental liabilities, interest, and other
    
    
    (346
    )
    
    
    
    191Customer deposits and deferred hanger rent
    
    
    (40
    )
    
    
    
    24Intercompany receivable from parent company
    
    
    
    
    
    
    
    (734
    )Income tax receivable/payable
    
    
    89
    
    
    
    
    (2,048
    )Net cash provided by operating activities
    
    
    156
    
    
    
    
    7,757Cash flows from investing activities:Purchase of Executive Air Support
    
    
    (213,758
    )
    
    
    
    Funds received on July 29, 2004 for option and warrant payments made on July 30, 2004
    
    
    (6,015
    )
    
    
    
    6,015Capital expenditures
    
    
    (1,081
    )
    
    
    
    (3,049
    )Collections on note receivable from sale of division
    
    
    24
    
    
    
    
    45Net cash
(used in) provided by investing activities
    
    
    (220,830
    )
    
    
    
    3,011Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    90,855
    
    
    
    
    Proceeds from issuance of preferred stock
    
    
    918
    
    
    
    
    Borrowing on short-term debt
    
    
    131,270
    
    
    
    
    Net advances to related parties
    
    
    54
    
    
    
    
    Deferred financing costs
    
    
    (20
    )
    
    
    
    Repayment of short-term note
    
    
    
    
    
    
    
    (2,354
    )Payment on capital lease obligations
    
    
    (60
    )
    
    
    
    (325
    )Payments under revolving credit agreement
    
    
    
    
    
    
    
    (1,000
    )Repayment on subordinated debt
    
    
    
    
    
    
    
    (17,850
    )Repayments of borrowings under bank term loans
    
    
    
    
    
    
    
    (17,753
    )Purchase of common stock warrants
    
    
    
    
    
    
    
    (7,525
    )Termination of interest rate swap
    
    
    
    
    
    
    
    (670
    )Deemed capital contribution from parent company for debt and warrant payments
    
    
    
    
    
    
    
    41,736Net cash
provided by (used in) financing activities
    
    
    223,017
    
    
    
    
    (5,741
    )Net increase in cash and cash equivalents
    
    
    2,343
    
    
    
    
    5,027Cash and cash equivalents, beginning of period
    
    
    
    
    
    
    
    2,438Cash and cash equivalents, end of period
    
    $
    2,343
    
    
    
    $
    7,465Supplementary disclosure of cash flow information:Cash paid during the period for:Interest
    
    
    10
    
    
    
    
    2,550Income taxes
    
    
    
    
    
    
    
    2,601Acquisition costs paid by related party
    
    
    1,500
    
    
    
    
    
 See accompanying note to the consolidated condensed financial statements.
 18




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19




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   GENERAL
      Tax Treatment of Distributions
  20




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The IPO and Completed Acquisitions
    Pending Acquisitions
    21




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22




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RESULTS OF OPERATIONS
   Period FromNine Months
    
    
    April 13, 2004Quarter Ended
    
    
    Quarter Ended
    
    
    Ended
    
    
    (inception) September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(unaudited)RevenueRevenue from fuel sales
    
    $
    36,298
    
    
    $
    
    
    
    $
    100,928
    
    
    $
    Service revenue
    
    
    42,317
    
    
    
    
    
    
    
    113,268
    
    
    
    Financing and equipment lease income
    
    
    1,320
    
    
    
    
    
    
    
    3,993
    
    
    
    79,935
    
    
    
    
    
    
    
    218,189
    
    
    
    Costs and expensesCost of fuel sales
    
    
    21,631
    
    
    
    
    
    
    
    58,434
    
    
    
    Cost of services
    
    
    22,997
    
    
    
    
    
    
    
    59,973
    
    
    
    Selling, general and administrative expenses
    
    
    21,243
    
    
    
    2,023
    
    
    
    59,147
    
    
    
    4,604Fees to manager
    
    
    2,609
    
    
    
    
    
    
    
    6,761
    
    
    
    Depreciation expense
    
    
    1,506
    
    
    
    
    
    
    
    4,253
    
    
    
    Amortization of intangibles
    
    
    3,498
    
    
    
    
    
    
    
    9,818
    
    
    
    Operating income (loss)
    
    
    6,451
    
    
    
    (2,023
    )
    
    
    19,803
    
    
    
    (4,604
    )Other income (expense)Dividend income
    
    
    116
    
    
    
    
    
    
    
    6,300
    
    
    
    Interest income
    
    
    893
    
    
    
    
    
    
    
    3,252
    
    
    
    Interest expense
    
    
    (8,034
    )
    
    
    
    
    
    
    (23,303
    )
    
    
    Equity in earnings and amortization charges of investee
    
    
    1,954
    
    
    
    
    
    
    
    2,468
    
    
    
    Other income (expense), net
    
    
    122
    
    
    
    
    
    
    
    (533
    )
    
    
    Net income (loss) before income taxes and minority
interests
    
    
    1,502
    
    
    
    (2,023
    )
    
    
    7,987
    
    
    
    (4,604
    )Provision for income taxes
    
    
    220
    
    
    
    
    
    
    
    799
    
    
    
    Net income (loss) before minority interests
    
    
    1,282
    
    
    
    (2,023
    )
    
    
    7,188
    
    
    
    (4,604
    )Minority interests
    
    
    (24
    )
    
    
    
    
    
    
    329
    
    
    
    Net income (loss)
    
    $
    1,306
    
    
    $
    (2,023
    )
    
    $
    6,859
    
    
    $
    (4,604
    )
      23




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##### Table of Contents



Nine Months
    
    
    April 13, 2004Quarter Ended
    
    
    Quarter Ended
    
    
    Ended
    
    
    (inception) September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(unaudited)Net income (loss)
    
    $
    1,306
    
    
    $
    (2,023
    )
    
    $
    6,859
    
    
    $
    (4,604
    )Interest expense, net
    
    
    7,141
    
    
    
    
    
    
    
    20,051
    
    
    
    Income taxes
    
    
    220
    
    
    
    
    
    
    
    799
    
    
    
    Depreciation (1)
    
    
    3,491
    
    
    
    
    
    
    
    10,123
    
    
    
    Amortization (2)
    
    
    3,498
    
    
    
    
    
    
    
    9,818
    
    
    
    EBITDA
    
    $
    15,656
    
    
    $
    (2,023
    )
    
    $
    47,650
    
    
    $
    (4,604
    )
 
 (1)
    
    Includes depreciation expense of $2.0 million for the quarter ended September 30, 2005 and
$5.9 million for the nine months ended September 30, 2005 for the airport parking business and
the district energy business which is included in cost of services on our consolidated
condensed statement of operations.(2)
    
    Does not include $1.2 million and $3.6 million of amortization expense related to intangible
assets in connection with our acquisition of our toll road business for the quarter and the
nine months ended September 30, 2005, respectively. BUSINESS SEGMENT OPERATIONS
 Airport Services Business
   Key Factors Affecting Operating Results
 
    
    Contribution of positive operating results from two new FBOs (GAH) in California
acquired in January 2005 and one FBO in Las Vegas acquired in August 2005
    
    Higher average dollar per gallon fuel margins at existing locations
    
    Continued increases in fuel prices
    
    Higher rental income from new hangers
    
    No significant effect on our result from recent hurricanes
    
    High 2005 first quarter de-icing revenues
 24




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##### Table of Contents



Quarter Ended September 30, 2005 Compared to Quarter Ended September 30, 2004
 ($ in thousands)
    
    Existing Locations
    
    
    Acquisitions
    
    
    Total(unaudited)
    
    2005
    
    
    2004
    
    
    Change
    
    
    2005
    
    
    2005
    
    
    2004
    
    
    Change$
    
    
    $
    
    
    $
    
    
    %
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    %Fuel revenue
    
    
    29,452
    
    
    
    25,131
    
    
    
    4,321
    
    
    
    17.2
    
    
    
    6,846
    
    
    
    36,298
    
    
    
    25,131
    
    
    
    11,167
    
    
    
    44.4Non-fuel revenue
    
    
    11,045
    
    
    
    9,045
    
    
    
    2,000
    
    
    
    22.1
    
    
    
    2,371
    
    
    
    13,416
    
    
    
    9,045
    
    
    
    4,371
    
    
    
    48.3Total revenue
    
    
    40,497
    
    
    
    34,176
    
    
    
    6,321
    
    
    
    18.5
    
    
    
    9,217
    
    
    
    49,714
    
    
    
    34,176
    
    
    
    15,538
    
    
    
    45.5Cost of revenuefuel
    
    
    17,642
    
    
    
    13,872
    
    
    
    3,770
    
    
    
    27.2
    
    
    
    3,989
    
    
    
    21,631
    
    
    
    13,872
    
    
    
    7,759
    
    
    
    55.9Cost of revenuenon-fuel
    
    
    1,538
    
    
    
    1,436
    
    
    
    102
    
    
    
    7.1
    
    
    
    259
    
    
    
    1,797
    
    
    
    1,436
    
    
    
    361
    
    
    
    25.1Total cost of revenue
    
    
    19,180
    
    
    
    15,308
    
    
    
    3,872
    
    
    
    25.3
    
    
    
    4,248
    
    
    
    23,428
    
    
    
    15,308
    
    
    
    8,120
    
    
    
    53.0Fuel gross profit
    
    
    11,810
    
    
    
    11,259
    
    
    
    551
    
    
    
    4.9
    
    
    
    2,857
    
    
    
    14,667
    
    
    
    11,259
    
    
    
    3,408
    
    
    
    30.3Non- fuel gross profit
    
    
    9,507
    
    
    
    7,609
    
    
    
    1,898
    
    
    
    24.9
    
    
    
    2,112
    
    
    
    11,619
    
    
    
    7,609
    
    
    
    4,010
    
    
    
    52.7Gross profit
    
    
    21,317
    
    
    
    18,868
    
    
    
    2,449
    
    
    
    13.0
    
    
    
    4,969
    
    
    
    26,286
    
    
    
    18,868
    
    
    
    7,418
    
    
    
    39.3Selling, general and
administrative expenses
    
    
    13,204
    
    
    
    14,251
    
    
    
    (1,047
    )
    
    
    (7.4
    )
    
    
    2,622
    
    
    
    15,826
    
    
    
    14,251
    
    
    
    1,575
    
    
    
    11.1Depreciation and
amortization
    
    
    3,025
    
    
    
    3,358
    
    
    
    (333
    )
    
    
    (9.9
    )
    
    
    1,025
    
    
    
    4,050
    
    
    
    3,358
    
    
    
    692
    
    
    
    20.6Operating income
    
    
    5,088
    
    
    
    1,259
    
    
    
    3,829
    
    
    
    304.1
    
    
    
    1,322
    
    
    
    6,410
    
    
    
    1,259
    
    
    
    5,151
    
    
    
    409.1Other expense
    
    
    69
    
    
    
    1,118
    
    
    
    (1,049
    )
    
    
    (93.8
    )
    
    
    
    
    
    
    69
    
    
    
    1,118
    
    
    
    (1,049
    )
    
    
    (93.8
    )Interest expense, net
    
    
    2,591
    
    
    
    4,493
    
    
    
    (1,902
    )
    
    
    (42.3
    )
    
    
    668
    
    
    
    3,259
    
    
    
    4,493
    
    
    
    (1,234
    )
    
    
    (27.5
    )Provision (benefit) for
income taxes
    
    
    971
    
    
    
    (1,331
    )
    
    
    2,302
    
    
    
    (173.0
    )
    
    
    262
    
    
    
    1,233
    
    
    
    (1,331
    )
    
    
    2,564
    
    
    
    (192.6
    )Income (loss) from
continuing operations(1)
    
    
    1,457
    
    
    
    (3,021
    )
    
    
    4,478
    
    
    
    148.2
    
    
    
    392
    
    
    
    1,849
    
    
    
    (3,021
    )
    
    
    4,870
    
    
    
    161.2Reconciliation of income from continuing operations to EBITDA:Income (loss) from
continuing operations(1)
    
    
    1,457
    
    
    
    (3,021
    )
    
    
    
    
    
    
    
    
    
    
    392
    
    
    
    1,849
    
    
    
    (3,021
    )Interest expense, net
    
    
    2,591
    
    
    
    4,493
    
    
    
    
    
    
    
    
    
    
    
    668
    
    
    
    3,259
    
    
    
    4,493Provision (benefit) for
income taxes
    
    
    971
    
    
    
    (1,331
    )
    
    
    
    
    
    
    
    
    
    
    262
    
    
    
    1,233
    
    
    
    (1,331
    )Depreciation and
amortization
    
    
    3,025
    
    
    
    3,358
    
    
    
    
    
    
    
    
    
    
    
    1,025
    
    
    
    4,050
    
    
    
    3,358EBITDA
    
    
    8,044
    
    
    
    3,499
    
    
    
    4,545
    
    
    
    129.9
    
    
    
    2,347
    
    
    
    10,391
    
    
    
    3,499
    
    
    
    6,892
    
    
    
    197.0
 
 (1)
    
    Discontinued operations consist of income from Atlantics charter flight business which
was sold in 2003. Revenue and Gross Profit
  25




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##### Table of Contents




    
    Inclusion of the results of GAH and EAR from the respective dates of their acquisitions;
    
    Rising cost of fuel, which we pass on to customers. To date we have not seen any
material negative impact on demand for fuel due to the increases in fuel costs;
    
    An increase in average dollar per gallon fuel margins at our existing locations,
resulting largely from a higher proportion of transient customers, which generally pay
higher margins; and
    
    Higher rental income due to new hangars at our Chicago and Burlington locations that
opened in 2004 and 2005 respectively.
  Operating Expenses
   Other Expense
  26




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##### Table of Contents



Interest Expense, Net
   As of September 30,2005
    
    2004Term debt
    
    
    196,500
    
    
    
    36,000Bridge debt
    
    
    
    
    
    
    130,000Subordinated (intercompany) debt
    
    
    
    
    
    
    12,000
  Hedge 1
    
    Hedge 2
    
    Hedge 3
    
    Hedge 4
    
    Hedge 5Notional Amount
    
    
    97,500
    
    
    
    97,500
    
    
    
    22,875
    
    
    
    22,875
    
    
    
    27,000Fixed Rate
    
    
    3.35
    %
    
    
    4.57
    %
    
    
    3.73
    %
    
    
    4.53
    %
    
    
    3.55
    %Effective Date
    
    Oct 04
    
    Sep 07
    
    Jan 05
    
    Sep 07
    
    Nov 02Expires
    
    Sep 07
    
    Oct 09
    
    Sep 07
    
    Oct 09
    
    Nov 07
  EBITDA
   27




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##### Table of Contents



Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004
 Existing Locations
    
    
    Acquisitions
    
    
    Total($ in thousands)
    
    2005
    
    
    2004
    
    
    Change
    
    
    2005
    
    
    2005
    
    
    2004
    
    
    Change(unaudited)
    
    $
    
    
    $
    
    
    $
    
    
    %
    
    
    
    
    
    
    $
    
    
    $
    
    
    $
    
    
    %Fuel revenue
    
    
    83,982
    
    
    
    75,017
    
    
    
    8,965
    
    
    
    12.0
    
    
    
    16,946
    
    
    
    100,928
    
    
    
    75,017
    
    
    
    25,911
    
    
    
    34.5Non-fuel revenue
    
    
    35,671
    
    
    
    30,454
    
    
    
    5,217
    
    
    
    17.1
    
    
    
    4,838
    
    
    
    40,509
    
    
    
    30,454
    
    
    
    10,055
    
    
    
    33.0Total revenue
    
    
    119,653
    
    
    
    105,471
    
    
    
    14,182
    
    
    
    13.5
    
    
    
    21,784
    
    
    
    141,437
    
    
    
    105,471
    
    
    
    35,966
    
    
    
    34.1Cost of revenue-fuel
    
    
    48,721
    
    
    
    39,270
    
    
    
    9,451
    
    
    
    24.1
    
    
    
    9,714
    
    
    
    58,435
    
    
    
    39,270
    
    
    
    19,165
    
    
    
    48.8Cost of revenue
non-fuel
    
    
    5,333
    
    
    
    5,019
    
    
    
    314
    
    
    
    6.3
    
    
    
    566
    
    
    
    5,899
    
    
    
    5,019
    
    
    
    880
    
    
    
    17.5Total cost of revenue
    
    
    54,054
    
    
    
    44,289
    
    
    
    9,765
    
    
    
    22.1
    
    
    
    10,280
    
    
    
    64,334
    
    
    
    44,289
    
    
    
    20,045
    
    
    
    45.3Fuel gross profit
    
    
    35,261
    
    
    
    35,747
    
    
    
    (486
    )
    
    
    (1.4
    )
    
    
    7,232
    
    
    
    42,493
    
    
    
    35,747
    
    
    
    6,746
    
    
    
    18.9Non- fuel gross profit
    
    
    30,338
    
    
    
    25,435
    
    
    
    4,903
    
    
    
    19.3
    
    
    
    4,272
    
    
    
    34,610
    
    
    
    25,435
    
    
    
    9,175
    
    
    
    36.1Gross profit
    
    
    65,599
    
    
    
    61,182
    
    
    
    4,417
    
    
    
    7.2
    
    
    
    11,504
    
    
    
    77,103
    
    
    
    61,182
    
    
    
    15,921
    
    
    
    26.0Selling, general and
administrative
expenses
    
    
    40,451
    
    
    
    40,882
    
    
    
    (431
    )
    
    
    (1.1
    )
    
    
    5,907
    
    
    
    46,358
    
    
    
    40,882
    
    
    
    5,476
    
    
    
    13.4Depreciation and
amortization
    
    
    9,075
    
    
    
    8,459
    
    
    
    616
    
    
    
    7.3
    
    
    
    2,146
    
    
    
    11,221
    
    
    
    8,459
    
    
    
    2,762
    
    
    
    32.7Operating income
    
    
    16,073
    
    
    
    11,841
    
    
    
    4,232
    
    
    
    35.7
    
    
    
    3,451
    
    
    
    19,524
    
    
    
    11,841
    
    
    
    7,683
    
    
    
    64.9Other expense
    
    
    1,015
    
    
    
    6,441
    
    
    
    (5,426
    )
    
    
    (84.2
    )
    
    
    
    
    
    
    1,015
    
    
    
    6,441
    
    
    
    (5,426
    )
    
    
    (84.2
    )Interest expense, net
    
    
    8,038
    
    
    
    8,453
    
    
    
    (415
    )
    
    
    4.9
    
    
    
    1,915
    
    
    
    9,953
    
    
    
    8,453
    
    
    
    1,500
    
    
    
    17.8Provision (benefit)
for income taxes
    
    
    2,957
    
    
    
    (506
    )
    
    
    3,463
    
    
    
    (684.4
    )
    
    
    647
    
    
    
    3,604
    
    
    
    (506
    )
    
    
    4,110
    
    
    
    (812.3
    )Income from
continuing operations
    
    
    4,063
    
    
    
    (2,547
    )
    
    
    6,610
    
    
    
    259.5
    
    
    
    889
    
    
    
    4,952
    
    
    
    (2,547
    )
    
    
    7,499
    
    
    
    294.4Reconciliation of income from continuing operations to EBITDAIncome from
continuing
operations
(1)
    
    
    4,063
    
    
    
    (2,547
    )
    
    
    
    
    
    
    
    
    
    
    889
    
    
    
    4,952
    
    
    
    (2,547
    )Interest expense, net
    
    
    8,038
    
    
    
    8,453
    
    
    
    
    
    
    
    
    
    
    
    1,915
    
    
    
    9,953
    
    
    
    8,453Provision for income
taxes
    
    
    2,957
    
    
    
    (506
    )
    
    
    
    
    
    
    
    
    
    
    647
    
    
    
    3,604
    
    
    
    (506
    )Depreciation andamortization
    
    
    9,075
    
    
    
    8,459
    
    
    
    
    
    
    
    
    
    
    
    2,146
    
    
    
    11,221
    
    
    
    8,459EBITDA
    
    
    24,133
    
    
    
    13,859
    
    
    
    10,274
    
    
    
    74.1
    
    
    
    5,597
    
    
    
    29,730
    
    
    
    13,859
    
    
    
    15,871
    
    
    
    114.5
 
 (1)
    
    Discontinued operations consist of income from Atlantics charter flight business which was sold in 2003. 28




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##### Table of Contents



Revenue and Gross Profit
  
    
    Inclusion of the results of GAH and EAR from the respective dates of their acquisitions;
    
    Rising cost of fuel, which we pass on to customers;
    
    An increase in dollar per gallon fuel margins at our existing locations, resulting
largely from a higher proportion of transient customers, which generally pay higher
margins;
    
    Higher rental income due to new hangars at our Chicago and Burlington locations; and
    
    Increase in de-icing revenue in the northeastern locations during first quarter of 2005 due to colder weather conditions.Operating Expenses
   Other Expense
  Interest Expense, Net
  EBITDA
   Airport Parking Business
   Key Factors Affecting Operating Results
  
    
    An increase in cars out at comparable locations plus revenue at new locations
    
    Reduced discounting and promotional activity contributed to
the 1.5% increase in
average revenue per car out for comparable locations during the quarter
 29




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##### Table of Contents




    
    Higher EBITDA reflects better operating margins at our comparable locations and lower
operating losses related to new locations
 Quarter Ended September 30, 2005 Compared to Quarter Ended September 30, 2004
 Income Statement Data and EBITDA
 Quarter Ended September 30,
    
    
    Change($ in thousands) (unaudited)
    
    2005

    
    
    2004

    
    
    $
    
    
    %Income Statement Data and EBITDA:Revenue
    
    $
    14,460
    
    
    $
    12,927
    
    
    $
    1,533
    
    
    
    11.9Direct expenses
    
    
    10,794
    
    
    
    9,865
    
    
    
    929
    
    
    
    9.4Gross profit
    
    
    3,666
    
    
    
    3,062
    
    
    
    604
    
    
    
    19.7Selling, general and administrative expenses
    
    
    1,183
    
    
    
    1,109
    
    
    
    74
    
    
    
    6.7Amortization of intangibles
    
    
    609
    
    
    
    852
    
    
    
    (243
    )
    
    
    (28.5
    )Operating income
    
    
    1,874
    
    
    
    1,101
    
    
    
    773
    
    
    
    70.2Interest expense, net
    
    
    (2,289
    )
    
    
    (2,141
    )
    
    
    148
    
    
    
    6.9Other expense
    
    
    (19
    )
    
    
    (24
    )
    
    
    5
    
    
    
    (20.8
    )Minority interest in loss (income) of
consolidated subsidiaries
    
    
    150
    
    
    
    331
    
    
    
    (181
    )
    
    
    (54.7
    )Net (loss) income
    
    $
    (284
    )
    
    $
    (733
    )
    
    $
    449
    
    
    
    (61.3
    )Reconciliation of net (loss) income to EBITDAInterest expense, net
    
    
    2,289
    
    
    
    2,141
    
    
    
    148
    
    
    
    6.9Depreciation
    
    
    555
    
    
    
    492
    
    
    
    63
    
    
    
    12.8Amortization of intangibles
    
    
    609
    
    
    
    852
    
    
    
    (243
    )
    
    
    (28.6
    )EBITDA
    
    $
    3,169
    
    
    $
    2,752
    
    
    $
    417
    
    
    
    15.1Operating Data:Revenue:New locations
    
    $
    515
    
    
    $
    Comparable locations
    
    $
    13,945
    
    
    $
    12,927Comparable locations increase
    
    
    9.4
    %Cars Out(1):New locations
    
    
    15,438
    
    
    
    Comparable locations
    
    
    358,317
    
    
    
    328,546Comparable locations increase
    
    
    9.1
    %Average Revenue per Car Out:New locations
    
    $
    34.66
    
    
    $
    Comparable locations
    
    $
    39.48
    
    
    $
    38.88Comparable locations increase
    
    
    1.5
    %Average Overnight Occupancy(2)New locations
    
    
    761
    
    
    
    Comparable locations
    
    
    15,654
    
    
    
    15,752Comparable locations decrease
    
    
    (0.6
    )%Gross Profit Percentage:New locations
    
    
    17.7
    %
    
    
    Comparable locations
    
    
    25.6
    %
    
    
    22.7
    %
  
  30




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##### Table of Contents



Revenue
    Direct Expenses
  
    
    Lower advertising expenses reflecting the cost of the grand opening of a new location in
Oakland, California during the third quarter of 2004;
    
    Higher shuttle costs in the third quarter of 2005 due to the increased cost of fuel; and
    
    Higher insurance claim activity related to increased theft at certain of our locations.
We have increased security measures at these locations which, at present, has reversed the
increase in thefts.
  Selling, General and Administrative Expenses
  Amortization of Intangibles
  Interest Expense, Net
  EBITDA
  31




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##### Table of Contents



Nine Months Ended September 30, 2005 compared to the Nine Months Ended September 30, 2004
 ($ in thousands) (unaudited)
    
    Nine Months Ended September 30,
    
    
    Change2005
    
    
    2004
    
    
    $
    
    
    %Income Statement Data and EBITDA:Revenue
    
    $
    42,044
    
    
    $
    38,046
    
    
    $
    3,998
    
    
    
    10.5Direct expenses
    
    
    31,088
    
    
    
    27,664
    
    
    
    3,424
    
    
    
    12.4Gross profit
    
    
    10,956
    
    
    
    10,382
    
    
    
    574
    
    
    
    5.5Selling, general and administrative expenses
    
    
    3,418
    
    
    
    3,229
    
    
    
    189
    
    
    
    5.9Amortization of intangibles
    
    
    1,827
    
    
    
    2,692
    
    
    
    (865
    )
    
    
    (32.1
    )Operating income
    
    
    5,711
    
    
    
    4,461
    
    
    
    1,250
    
    
    
    28.0Interest expense, net
    
    
    (6,692
    )
    
    
    (6,107
    )
    
    
    (585
    )
    
    
    9.6Other expense
    
    
    (22
    )
    
    
    (34
    )
    
    
    12
    
    
    
    (35.3
    )Minority interest in loss (income) of
consolidated subsidiaries
    
    
    264
    
    
    
    557
    
    
    
    (293
    )
    
    
    (52.6
    )Net (loss) income
    
    $
    (739
    )
    
    $
    (1,123
    )
    
    $
    384
    
    
    
    (34.2
    )Reconciliation of net (loss) income to EBITDAInterest expense, net
    
    
    6,692
    
    
    
    6,107
    
    
    
    585
    
    
    
    9.6Depreciation
    
    
    1,604
    
    
    
    1,638
    
    
    
    (34
    )
    
    
    (2.1
    )Amortization of intangibles
    
    
    1,827
    
    
    
    2,692
    
    
    
    (865
    )
    
    
    (32.1
    )EBITDA
    
    $
    9,384
    
    
    $
    9,314
    
    
    $
    70
    
    
    
    0.8Operating Data:Revenue:New locations
    
    $
    3,224
    
    
    $
    297Comparable locations
    
    $
    38,820
    
    
    $
    37,749Comparable locations increase
    
    
    2.8
    %Cars Out:New locations
    
    
    93,852
    
    
    
    5,014Comparable locations
    
    
    1,029,834
    
    
    
    968,941Comparable locations increase
    
    
    6.3
    %Average Revenue per Car Out:New locations
    
    $
    35.65
    
    
    $
    34.16Comparable locations
    
    $
    38.55
    
    
    $
    39.26Comparable locations increase
    
    
    (1.8
    )%Average Overnight Occupancy:New locations
    
    
    1,553
    
    
    
    1,317Comparable locations
    
    
    14,413
    
    
    
    14,209Comparable locations increase
    
    
    1.4
    %Gross Profit Percentage:New locations
    
    
    (26.7
    )%
    
    
    (638.4
    )%Comparable locations
    
    
    30.6
    %
    
    
    33.7
    %Location:New locations
    
    
    4
    
    
    
    2Comparable locations
    
    
    21
    
    
    
    21
 Revenue
  32




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##### Table of Contents



Direct Expenses
  
    
    Lower advertising expenses reflecting the cost of the grand opening of a new location in
Oakland, California during the third quarter of 2004;
    
    Higher shuttle costs in the third quarter of 2005 due to the increased cost of fuel; and
    
    Higher insurance claim activity related to increased theft at certain of our locations.
 Selling, General and Administrative Expenses
  Amortization of Intangibles
  Interest Expense, Net
  EBITDA
  District Energy Business
   
    
    the predecessor Thermal Chicago Corporation from January 1, 2004 through June 30,
2004, prior to its acquisition by MDEH; and
    
    MDEH from January 1, 2004 through September 30, 2004.
  Key Factors Affecting Operating Results
  
    
    Capacity revenue generally increased in-line with inflation
    
    Consumption ton-hours sold were higher primarily due to above average temperature in
Chicago from June to September
    
    EBITDA was higher due to the incremental margin from additional consumption ton-hours
sold
 33




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##### Table of Contents



Quarter Ended September 30, 2005 Compared to Quarter Ended September 30, 2004
 Quarter Ended September 30,ETT($ in thousands)
    
    MDEH Excluding ETT Nevada
    
    
    Nevada
    
    
    Consolidated2005
    
    
    2004
    
    
    Change
    
    
    2005
    
    
    2005
    
    
    2004
    
    
    Change(unaudited)
    
    $
    
    
    $
    
    
    $
    
    
    %
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    %Cooling capacity revenue
    
    
    4,179
    
    
    
    4,099
    
    
    
    80
    
    
    
    2.0
    
    
    
    
    
    
    
    4,179
    
    
    
    4,099
    
    
    
    80
    
    
    
    2.0Cooling consumption revenue
    
    
    8,786
    
    
    
    7,320
    
    
    
    1,466
    
    
    
    20.0
    
    
    
    976
    
    
    
    9,762
    
    
    
    7,320
    
    
    
    2,442
    
    
    
    33.4Other revenue
    
    
    249
    
    
    
    257
    
    
    
    (8
    )
    
    
    (3.1
    )
    
    
    251
    
    
    
    500
    
    
    
    257
    
    
    
    243
    
    
    
    94.6Finance lease revenue
    
    
    320
    
    
    
    332
    
    
    
    (12
    )
    
    
    (3.6
    )
    
    
    1,000
    
    
    
    1,320
    
    
    
    332
    
    
    
    988
    
    
    
    297.6Total revenue
    
    
    13,534
    
    
    
    12,008
    
    
    
    1,526
    
    
    
    12.7
    
    
    
    2,227
    
    
    
    15,761
    
    
    
    12,008
    
    
    
    3,753
    
    
    
    31.3Direct expenses  electricity
    
    
    5,288
    
    
    
    4,665
    
    
    
    623
    
    
    
    13.4
    
    
    
    829
    
    
    
    6,117
    
    
    
    4,665
    
    
    
    1,452
    
    
    
    31.1Direct expenses  other (1)
    
    
    3,942
    
    
    
    3,901
    
    
    
    41
    
    
    
    1.1
    
    
    
    347
    
    
    
    4,289
    
    
    
    3,901
    
    
    
    388
    
    
    
    9.9Direct expenses  total
    
    
    9,230
    
    
    
    8,566
    
    
    
    664
    
    
    
    7.8
    
    
    
    1,176
    
    
    
    10,406
    
    
    
    8,566
    
    
    
    1,840
    
    
    
    21.5Gross profit
    
    
    4,304
    
    
    
    3,442
    
    
    
    862
    
    
    
    25.0
    
    
    
    1,051
    
    
    
    5,355
    
    
    
    3,442
    
    
    
    1,913
    
    
    
    55.6Selling, general and
administrative expenses
    
    
    767
    
    
    
    619
    
    
    
    148
    
    
    
    23.9
    
    
    
    59
    
    
    
    826
    
    
    
    619
    
    
    
    207
    
    
    
    33.4Amortization of intangibles
    
    
    333
    
    
    
    340
    
    
    
    (7
    )
    
    
    (2.1
    )
    
    
    12
    
    
    
    345
    
    
    
    340
    
    
    
    5
    
    
    
    1.5Operating income
    
    
    3,204
    
    
    
    2,483
    
    
    
    721
    
    
    
    29.0
    
    
    
    980
    
    
    
    4,184
    
    
    
    2,483
    
    
    
    1,701
    
    
    
    68.5Interest expense, net
    
    
    (1,573
    )
    
    
    (3,782
    )
    
    
    2,209
    
    
    
    (58.4
    )
    
    
    (490
    )
    
    
    (2,063
    )
    
    
    (3,782
    )
    
    
    1,719
    
    
    
    (45.5
    )Other income
    
    
    34
    
    
    
    44
    
    
    
    (10
    )
    
    
    (22.7
    )
    
    
    
    
    
    
    34
    
    
    
    44
    
    
    
    (10
    )
    
    
    (22.7
    )Benefit for income taxes
    
    
    
    
    
    
    621
    
    
    
    (621
    )
    
    
    (100.0
    )
    
    
    
    
    
    
    
    
    
    
    621
    
    
    
    (621
    )
    
    
    (100.0
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (125
    )
    
    
    (125
    )
    
    
    
    
    
    
    (125
    )
    
    
    Net income (loss)
    
    
    1,665
    
    
    
    (634
    )
    
    
    2,299
    
    
    
    362.6
    
    
    
    365
    
    
    
    2,030
    
    
    
    (634
    )
    
    
    2,664
    
    
    
    420.2Reconciliation of net
income (loss) to EBITDAInterest expense, net
    
    
    1,573
    
    
    
    3,782
    
    
    
    (2,209
    )
    
    
    (58.4
    )
    
    
    490
    
    
    
    2,063
    
    
    
    3,782
    
    
    
    (1,719
    )
    
    
    (45.5
    )Benefit for income
taxes
    
    
    
    
    
    
    (621
    )
    
    
    621
    
    
    
    (100.0
    )
    
    
    
    
    
    
    
    
    
    
    (621
    )
    
    
    621
    
    
    
    (100.0
    )Depreciation
    
    
    1,430
    
    
    
    1,288
    
    
    
    142
    
    
    
    11.0
    
    
    
    
    
    
    
    1,430
    
    
    
    1,288
    
    
    
    142
    
    
    
    11.0Amortization of
intangibles
    
    
    333
    
    
    
    340
    
    
    
    (7
    )
    
    
    (2.1
    )
    
    
    12
    
    
    
    345
    
    
    
    340
    
    
    
    5
    
    
    
    1.5EBITDA
    
    
    5,001
    
    
    
    4,155
    
    
    
    846
    
    
    
    20.4
    
    
    
    867
    
    
    
    5,868
    
    
    
    4,155
    
    
    
    1,713
    
    
    
    41.2
 
 (1)
    
    Includes depreciation expense of $1.4 million and $1.3 million for the quarters ended
September 30, 2005 and 2004, respectively and $4.3 million and $2.7 million for the nine
months ended September 30, 2005 and 2004, respectively. Gross Profit
  Selling, General and Administrative Expenses
  Interest Expense, Net
  34




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##### Table of Contents



Benefit for income taxes
  EBITDA
  Nine Months Ended September 30, 2005 compared to Nine Months Ended September 30, 2004
 Nine Months Ended September 30,ETTMDEH Excluding ETT
    
    
    Nevada
    
    
    Consolidated($ in thousands)
    
    2005
    
    
    2004
    
    
    Change
    
    
    2005
    
    
    2005
    
    
    2004
    
    
    Change(unaudited)
    
    $
    
    
    $
    
    
    $
    
    
    %
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    %Cooling capacity revenue
    
    
    12,365
    
    
    
    12,231
    
    
    
    134
    
    
    
    1.1
    
    
    
    
    
    
    
    12,365
    
    
    
    12,231
    
    
    
    134
    
    
    
    1.1Cooling consumption revenue
    
    
    14,872
    
    
    
    12,555
    
    
    
    2,317
    
    
    
    18.5
    
    
    
    1,926
    
    
    
    16,798
    
    
    
    12,555
    
    
    
    4,243
    
    
    
    33.8Other revenue
    
    
    804
    
    
    
    996
    
    
    
    (192
    )
    
    
    (19.3
    )
    
    
    748
    
    
    
    1,552
    
    
    
    996
    
    
    
    556
    
    
    
    55.8Finance lease revenue
    
    
    968
    
    
    
    1,003
    
    
    
    (35
    )
    
    
    (3.5
    )
    
    
    3,025
    
    
    
    3,993
    
    
    
    1,003
    
    
    
    2,990
    
    
    
    298.1Total revenue
    
    
    29,009
    
    
    
    26,785
    
    
    
    2,224
    
    
    
    8.3
    
    
    
    5,699
    
    
    
    34,708
    
    
    
    26,785
    
    
    
    7,923
    
    
    
    29.6Direct expenses  electricity
    
    
    8,920
    
    
    
    7,765
    
    
    
    1,155
    
    
    
    14.9
    
    
    
    1,478
    
    
    
    10,398
    
    
    
    7,765
    
    
    
    2,633
    
    
    
    33.9Direct expenses  other (1)
    
    
    11,585
    
    
    
    9,800
    
    
    
    1,785
    
    
    
    18.2
    
    
    
    1,002
    
    
    
    12,587
    
    
    
    9,800
    
    
    
    2,787
    
    
    
    28.4Direct expenses  total
    
    
    20,505
    
    
    
    17,565
    
    
    
    2,940
    
    
    
    16.7
    
    
    
    2,480
    
    
    
    22,985
    
    
    
    17,565
    
    
    
    5,420
    
    
    
    30.9Gross profit
    
    
    8,504
    
    
    
    9,220
    
    
    
    (716
    )
    
    
    (7.8
    )
    
    
    3,219
    
    
    
    11,723
    
    
    
    9,220
    
    
    
    2,503
    
    
    
    27.1Selling, general and
administrative expenses
    
    
    2,310
    
    
    
    2,751
    
    
    
    (441
    )
    
    
    (16.0
    )
    
    
    231
    
    
    
    2,541
    
    
    
    2,751
    
    
    
    (210
    )
    
    
    (7.6
    )Amortization of intangibles
    
    
    988
    
    
    
    360
    
    
    
    628
    
    
    
    174.4
    
    
    
    35
    
    
    
    1,023
    
    
    
    360
    
    
    
    663
    
    
    
    184.2Operating income
    
    
    5,206
    
    
    
    6,109
    
    
    
    (903
    )
    
    
    (14.8
    )
    
    
    2,953
    
    
    
    8,159
    
    
    
    6,109
    
    
    
    2,050
    
    
    
    33.6Interest expense, net
    
    
    (4,678
    )
    
    
    (16,445
    )
    
    
    11,767
    
    
    
    (71.6
    )
    
    
    (1,544
    )
    
    
    (6,222
    )
    
    
    (16,445
    )
    
    
    10,223
    
    
    
    (62.2
    )Other income
    
    
    100
    
    
    
    1,438
    
    
    
    (1,338
    )
    
    
    (93.0
    )
    
    
    231
    
    
    
    331
    
    
    
    1,438
    
    
    
    (1,107
    )
    
    
    (77.0
    )Benefit for income taxes
    
    
    
    
    
    
    2,987
    
    
    
    (2,987
    )
    
    
    (100.0
    )
    
    
    
    
    
    
    
    
    
    
    2,987
    
    
    
    (2,987
    )
    
    
    (100.0
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (592
    )
    
    
    (592
    )
    
    
    
    
    
    
    (592
    )
    
    
    Net income (loss)
    
    
    628
    
    
    
    (5,911
    )
    
    
    6,539
    
    
    
    110.6
    
    
    
    1,048
    
    
    
    1,676
    
    
    
    (5,911
    )
    
    
    7,587
    
    
    
    128.4Reconciliation of net
income (loss) to EBITDAInterest expense, net
    
    
    4,678
    
    
    
    16,445
    
    
    
    (11,767
    )
    
    
    (71.6
    )
    
    
    1,544
    
    
    
    6,222
    
    
    
    16,445
    
    
    
    (10,223
    )
    
    
    (62.2
    )Benefit for income
taxes
    
    
    
    
    
    
    (2,987
    )
    
    
    2,987
    
    
    
    (100.0
    )
    
    
    
    
    
    
    
    
    
    
    (2,987
    )
    
    
    2,987
    
    
    
    (100.0
    )Depreciation
    
    
    4,266
    
    
    
    2,730
    
    
    
    1,536
    
    
    
    56.3
    
    
    
    
    
    
    
    4,266
    
    
    
    2,730
    
    
    
    1,536
    
    
    
    56.3Amortization of
intangibles
    
    
    988
    
    
    
    360
    
    
    
    628
    
    
    
    174.4
    
    
    
    35
    
    
    
    1,023
    
    
    
    360
    
    
    
    663
    
    
    
    184.2EBITDA
    
    
    10,560
    
    
    
    10,637
    
    
    
    (77
    )
    
    
    (0.7
    )
    
    
    2,627
    
    
    
    13,187
    
    
    
    10,637
    
    
    
    2,550
    
    
    
    24.0
 
 (1)
    
    Includes depreciation expense of $1.4 million and $1.3 million for the quarters ended
September 30, 2005 and 2004, respectively and $4.3 million and $2.7 million for the nine
months ended September 30, 2005 and 2004, respectively. Gross Profit
  35




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Selling, General and Administrative Expenses
  Amortization of Intangibles
  Interest Expense, Net
  Other income
  Benefit for income taxes
  EBITDA
  Toll Road Business
  
    
    Our equity in the earnings of CHL, which we hold through MYL, less amortization charges,
which reflect the amortization expense resulting from the increase to fair value of our
investment upon our acquisition of 100% of MYL;
    
    Net interest income resulting from loans between us and a subsidiary of CHL; and
    
    Corporate selling, general and administrative expenses of MYL.
 Quarter Ended September 30, 2005 Compared to Quarter Ended September30, 2004
    36




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##### Table of Contents



Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004
 Net Income
     Investments
 Macquarie Communications Infrastructure Group (MCG)
  South East Water (SEW)
  37




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
    Facility size:
    
    $250 million for loans and/or letters of creditTerm:
    
    March 31, 2008Interest and principal repayments:
    
    Interest only during the term of the loan
Repayment of principal at maturity, upon
voluntary prepayment, or upon an event
requiring mandatory prepayment.Eurodollar rate:
    
    LIBOR plus 1.25% per annumBase rate:
    
    Base rate plus 0.25% per annumCommitment fees:
    
    0.25% per annum on undrawn portionFinancial Covenants:
    
    
    
    Ratio of MIC Inc plus MIC LLC Debt to
Consolidated Adjusted Cash from Operations <5.6
    
    Ratio of MIC Inc plus MIC LLC Interest Expense to Consolidated Adjusted Cash from Operations >2
   38




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##### Table of Contents



Our Consolidated Cash Flow
  Nine Months EndedSeptember 30, 2005($ in thousands)(unaudited)Net cash provided by operating activities
    
    $
    36,693Acquisition of businesses and investments, net of cash acquired
    
    
    (109,746
    )Deposits and deferred costs on future acquisitions
    
    
    (15,429
    )Goodwill adjustment
    
    
    694Purchases of property and equipment
    
    
    (7,502
    )Principal proceeds from subordinated loan
    
    
    914Net cash used in investing activities
    
    $
    (131,069
    )Proceeds from debt
    
    
    32,700Debt financing and offering costs
    
    
    (3,608
    )Other investing activities
    
    
    (287
    )Distribution paid to shareholders
    
    
    (29,423
    )Payments of notes, capital lease obligations and long term debt
    
    
    (1,186
    )Net cash used in financing activities
    
    $
    (1,804
    )
    Financing Activities
     39




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##### Table of Contents



Minimum debt service coverage ratio
    
    
    
    1.5 times  lock-up of distributions to equity
1.2 times  defaultMaximum debt to earnings before
interest, tax, depreciation and
amortization
    
    
    
    End of year 3: 5.5 times
End of year 4: 5.0 times
Six months prior to maturity: 4.5 timesMinimum EBITDA:
    
    
    
    Year 1: $40.10 million
Year 2: $43.45 million
Year 3: $47.00 million
     Capital Expenditures
   Airport Services Business
 Ongoing Capital Expenditure
  Specific Capital Expenditure
  40




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##### Table of Contents



Airport Parking Business
 Ongoing Capital Expenditure
   Specific Capital Expenditure
  District Energy Business
 Ongoing Capital Expenditure
  Specific Capital Expenditure
   Commitments and Contingencies
   41




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##### Table of Contents



The Gas Company
     SunPark
     Airport Services Refinancing
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  42




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
   43




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##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Unregistered Sales of Equity Securities
  Use of Proceeds from Initial Public Offering
   Initial Public OfferingProceeds from shares of trust stock sold in initial public offering and concurrent private placement
    
    $
    665,250Underwriters discount and commissions
    
    
    (38,465
    )All other offering costs
    
    
    (13,093
    )Net offering proceeds to us
    
    
    613,692Acquisition FinancingPurchase of Equity (including related expenses):Atlantic
    
    
    (118,277
    )GAH
    
    
    (21,496
    )AvPorts
    
    
    (42,680
    )EAR
    
    
    (59,840
    )Macquarie Parking
    
    
    (63,856
    )Thermal Chicago and Northwind Aladdin
    
    
    (67,016
    )CHL
    
    
    (84,668
    )Purchase of Interest in (including related expenses):MCG
    
    
    (70,000
    )SEW
    
    
    (39,610
    )OtherAdditional contribution to Atlantic
    
    
    (1,500
    )Additional contribution to Macquarie Parking
    
    
    (2,400
    )Payments for deposits and acquisition costs, for future investments
    
    
    (12,224
    )Reserves for working capital and Sarbanes-Oxley compliance costs
    
    
    (12,308
    )Remaining Cash on Hand
    
    $
    17,817
  44




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##### Table of Contents



ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  45




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##### Table of Contents



SIGNATURES
  Macquarie Infrastructure Company TrustDated: November 14, 2005
    
    By: /s/ Peter StokesName: Peter StokesTitle: Regular Trustee
  Macquarie Infrastructure Company LLCDated: November 14, 2005
    
    By: /s/ Peter StokesName: Peter StokesTitle: Chief Executive OfficerMacquarie Infrastructure Company LLCDated: November 14, 2005
    
    By: /s/ David MitchellName: David MitchellTitle: Chief Financial Officer
 46




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description2.1
    
    Purchase Agreement dated August 2, 2005, as amended August 17, 2005, among k1 Ventures Limited, K-1 HGC
Investment, L.L.C. and Macquarie Investment Holdings Inc, and related joinder agreement and assignment
agreement (incorporated by reference to Exhibits 2.1, 2.2 and 2.3 to the Registrants Current Report on
Form 8-K filed with the SEC on August 19, 2005)2.2
    
    Second Amendment to Purchase Agreement dated October 21, 2005 among k1 Ventures Limited, K-1 HGC
Investment, L.L.C. and Macquarie Gas Holdings LLC2.3
    
    Joinder Agreement dated September 16, 2005 between Macquarie Infrastructure Company Inc., k1 Ventures
Limited, K-1 HGC Investment, L.L.C. and Macquarie Gas Holdings LLC2.4
    
    Assignment Agreement dated September 16, 2005 between Macquarie Infrastructure Company Inc. and Macquarie
Gas Holdings LLC3.1
    
    Second Amended and Restated Trust Agreement dated as of September 1, 2005 of Macquarie Infrastructure
Company Trust (incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K,
filed with the SEC on September 7, 2005 (the September Current Report))3.2
    
    Second Amended and Restated Operating Agreement dated as of September 1, 2005 of Macquarie Infrastructure
Company LLC (incorporated by reference to Exhibit 3.2 of the September Current Report)3.3
    
    Amended and Restated Certificate of Trust (incorporated by reference to Exhibit 3.7 of Amendment No. 2 to
the Registrants Registration Statement on Form S-1 (Registration No. 333-116244) (Amendment No. 2))3.4
    
    Amended and Restated Certificate of Formation (incorporated by reference to Exhibit 3.8 of Amendment No. 2)4.1
    
    Specimen certificate evidencing
share of trust stock of Macquarie Infrastructure Company Trust
(incorporated by reference to Exhibit 4.1 of the Registrants Annual Report Form 10-K (the Annual
Report))4.2
    
    Specimen certificate evidencing LLC interest of Macquarie Infrastructure Company LLC (incorporated by
reference to Exhibit 4.2 of the Annual Report)10.1
    
    Commitment letter dated
August 17, 2005, between Macquarie Infrastructure Company Inc. and Dresdner
Kleinwort Wasserstein Limited10.2
    
    Loan Agreement between PCAA SP, LLC, as borrower, and GMAC Commercial Mortgage Bank, as lender, dated as
of October 3, 200510.3
    
    Credit Agreement dated as of November 11, 2005 among Macquarie Infrastructure Company Inc.(d/b/a
Macquarie Infrastructure Company (US)) as Borrower, Macquarie Infrastructure Company LLC, the Lenders and
Issuers party thereto and Citicorp North America, Inc., as Administrative Agent.31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer32.1
    
    Section 1350 Certification of the Chief Executive Officer32.2
    
    Section 1350 Certification of the Chief Financial Officer99.1
    
    Selected pages of the Annual Report which are incorporated by reference into this Quarterly Report on Form
10-Q (incorporated by reference to Exhibit 99.1 of the Registrants Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2005)99.2
    
    Earnings release related to the quarter ended September 30, 2005
 47