##### 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
   o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
  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.)
 
 600 Fifth Avenue, 21st Floor
New York, New York
(Address of principal executive offices)
    
    10020
(Zip Code)
 (212) 548-6538
 þ o
 o  þ
    1




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TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsMACQUARIE INFRASTRUCTURE COMPANY TRUSTConsolidated Condensed Balance Sheets as of June 30, 2005 (Unaudited) and December 31, 2004
    
    
    3Consolidated Condensed Statement of Operations for the Quarter and Six Months Ended June 30,
2005 and the Period from April 13, 2004 (inception) to June 30, 2004 (Unaudited)
    
    
    4Consolidated Condensed Statement of Cash Flows for the Quarter and Six Months Ended June 30,
2005 and the Period from April 13, 2004 (inception) to June 30, 2004 (Unaudited)
    
    
    5Notes to Consolidated Condensed Financial Statements (Unaudited)
    
    
    6NORTH AMERICA CAPITAL HOLDING COMPANYConsolidated Condensed Statement of Operations for the Quarter and Six Months Ended June 30,
2004 (Unaudited)
    
    
    15Consolidated Condensed Statement of Cash Flows for the Six Months Ended June 30, 2004 (Unaudited)
    
    
    16Note to Consolidated Condensed Financial Statements (Unaudited)
    
    
    16ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17ITEM 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    41ITEM 4. Controls and Procedures
    
    
    41PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    41ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    41ITEM 3. Defaults Upon Senior Securities
    
    
    42ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    43ITEM 5. Other Information
    
    
    43ITEM 6. Exhibits
    
    
    43EX-10.1: LOAN AGREEMENTEX-10.2: CREDIT AGREEMENTEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION
   2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 MACQUARIE INFRASTRUCTURE COMPANY TRUST
 
 
 June 30, 2005
    
    
    December 31, 2004(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    120,301
    
    
    $
    140,050Restricted cash
    
    
    1,623
    
    
    
    1,155Accounts receivable, less allowance for doubtful accounts of $789 and $1,359
    
    
    17,961
    
    
    
    12,312Dividend receivable
    
    
    1,722
    
    
    
    1,743Inventories
    
    
    1,211
    
    
    
    1,563Prepaid expenses
    
    
    3,233
    
    
    
    4,186Deferred income taxes
    
    
    1,596
    
    
    
    1,452Other
    
    
    4,036
    
    
    
    5,308Total current assets
    
    
    151,683
    
    
    
    167,769Property, equipment, land and leasehold improvements, net
    
    
    294,639
    
    
    
    284,744Other assets:Restricted cash
    
    
    17,276
    
    
    
    16,790Equipment lease receivables
    
    
    44,606
    
    
    
    45,395Investment in unconsolidated business
    
    
    72,125
    
    
    
    79,065Investment, cost
    
    
    36,819
    
    
    
    39,369Securities, available for sale
    
    
    79,273
    
    
    
    71,263Related party subordinated loan
    
    
    20,966
    
    
    
    21,748Goodwill
    
    
    232,767
    
    
    
    217,576Intangible assets, net
    
    
    268,960
    
    
    
    254,530Other
    
    
    12,717
    
    
    
    10,238Total assets
    
    $
    1,231,831
    
    
    $
    1,208,487Liabilities and stockholders equityCurrent liabilities:Due to manager
    
    $
    2,194
    
    
    $
    12,306Accounts payable
    
    
    7,071
    
    
    
    10,912Accrued expenses
    
    
    11,689
    
    
    
    11,980Current portion of capital leases and notes payable
    
    
    1,950
    
    
    
    1,242Current portion of long-term debt
    
    
    97
    
    
    
    94Other
    
    
    3,238
    
    
    
    2,991Total current liabilities
    
    
    26,239
    
    
    
    39,525Capital leases and notes payable, net of current portion
    
    
    2,328
    
    
    
    1,755Long-term debt, net of current portion
    
    
    447,023
    
    
    
    415,074Related party long-term debt
    
    
    18,528
    
    
    
    19,278Deferred income taxes
    
    
    122,941
    
    
    
    123,429Other
    
    
    5,085
    
    
    
    4,615Total liabilities
    
    
    622,144
    
    
    
    603,676Minority interests
    
    
    8,886
    
    
    
    8,515Stockholders equity:Trust stock, no par value; 500,000,000 shares authorized; 27,050,745 shares
issued and outstanding, at June 30, 2005, 26,610,100 shares issued and
outstanding at December 31, 2004
    
    
    610,074
    
    
    
    613,265Accumulated other comprehensive income
    
    
    2,762
    
    
    
    619Accumulated deficit
    
    
    (12,035
    )
    
    
    (17,588
    )Total stockholders equity
    
    
    600,801
    
    
    
    596,296Total liabilities and stockholders equity
    
    $
    1,231,831
    
    
    $
    1,208,487
 See accompanying notes to the consolidated condensed financial statements.
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##### Table of Contents



MACQUARIE INFRASTRUCTURE COMPANY TRUST
 
 
 Period FromApril 13, 2004Quarter Ended
    
    
    Six Months Ended
    
    
    (inception) June 30, 2005
    
    
    June 30, 2005
    
    
    June 30, 2004RevenueRevenue from fuel sales
    
    $
    34,243
    
    
    $
    64,630
    
    
    $
    Service revenue
    
    
    36,945
    
    
    
    70,951
    
    
    
    Financing and equipment lease income
    
    
    1,331
    
    
    
    2,673
    
    
    
    72,519
    
    
    
    138,254
    
    
    
    Costs and expensesCost of fuel sales
    
    
    19,708
    
    
    
    36,803
    
    
    
    Cost of services
    
    
    19,720
    
    
    
    36,976
    
    
    
    Selling, general and administrative expenses
    
    
    18,714
    
    
    
    37,876
    
    
    
    2,581Fees to manager
    
    
    2,209
    
    
    
    4,152
    
    
    
    Depreciation
    
    
    1,420
    
    
    
    2,747
    
    
    
    Amortization of intangibles
    
    
    3,235
    
    
    
    6,320
    
    
    
    Operating income (loss)
    
    
    7,513
    
    
    
    13,380
    
    
    
    (2,581
    )Other income (expense)Dividend income
    
    
    6,184
    
    
    
    6,184
    
    
    
    Interest income
    
    
    1,231
    
    
    
    2,330
    
    
    
    Interest expense
    
    
    (7,511
    )
    
    
    (15,269
    )
    
    
    Equity in (loss) earnings and amortization charges of investee
    
    
    (1,139
    )
    
    
    514
    
    
    
    Other income (expense), net
    
    
    261
    
    
    
    (654
    )
    
    
    Net income (loss) before income taxes and minority interests
    
    
    6,539
    
    
    
    6,485
    
    
    
    (2,581
    )Income taxes
    
    
    579
    
    
    
    579
    
    
    
    Net income (loss) before minority interests
    
    
    5,960
    
    
    
    5,906
    
    
    
    (2,581
    )Minority interests
    
    
    324
    
    
    
    353
    
    
    
    Net income (loss)
    
    $
    5,636
    
    
    $
    5,553
    
    
    $
    (2,581
    )Basic earnings (loss) per share:
    
    $
    0.21
    
    
    $
    0.21
    
    
    $
    (25,810
    )Weighted average number of shares of trust stock outstanding: basic
    
    
    26,960,560
    
    
    
    26,786,298
    
    
    
    100Diluted earnings (loss) per share:
    
    $
    0.21
    
    
    $
    0.21
    
    
    $
    (25,810
    )Weighted average number of shares of trust stock outstanding: diluted
    
    
    26,984,160
    
    
    
    26,798,163
    
    
    
    100Cash dividends declared per share
    
    $
    0.5877
    
    
    $
    0.5877
    
    
    $
    
 See accompanying notes to the consolidated condensed financial statements.
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MACQUARIE INFRASTRUCTURE COMPANY TRUST
 
 
 Period FromApril 13, 2004Six Months Ended
    
    
    (inception) June 30, 2005
    
    
    June 30, 2004Operating activitiesNet income (loss)
    
    $
    5,553
    
    
    $
    (2,581
    )Adjustments to reconcile net income (loss) to net cash provided by
operating activities:Depreciation and amortization of property and equipment
    
    
    6,632
    
    
    
    Amortization of intangible assets
    
    
    6,320
    
    
    
    Equity in earnings and amortization charges of investee
    
    
    1,378
    
    
    
    Amortization of finance costs
    
    
    553
    
    
    
    Deferred rent
    
    
    1,184
    
    
    
    Deferred revenue
    
    
    73
    
    
    
    Equipment lease receivable
    
    
    789
    
    
    
    Minority interests
    
    
    353
    
    
    
    Noncash compensation
    
    
    266
    
    
    
    Other noncash expenses, net
    
    
    221
    
    
    
    Accrued interest expense on subordinated debt-related party
    
    
    519
    
    
    
    Accrued interest income on subordinated debt-related party
    
    
    (480
    )
    
    
    Changes in current assets and liabilities, net of acquisition:Accounts receivable
    
    
    (4,546
    )
    
    
    Inventories
    
    
    496
    
    
    
    Prepaid expenses and other current assets
    
    
    2,650
    
    
    
    Accounts payable and accrued expenses
    
    
    (3,176
    )
    
    
    Due to manager
    
    
    1,976
    
    
    
    601Due to Parent
    
    
    
    
    
    
    1,980Other
    
    
    (17
    )
    
    
    Net cash provided by operating activities
    
    
    20,744
    
    
    
    Investing activitiesAcquisition of General Aviation Holdings, LLC, net of cash acquired
    
    
    (49,594
    )
    
    
    Goodwill adjustment
    
    
    694
    
    
    
    Purchases of property and equipment
    
    
    (3,364
    )
    
    
    Principal proceeds from subordinated loan
    
    
    686
    
    
    
    Additional costs of acquisitions
    
    
    (72
    )
    
    
    Net cash used in investing activities
    
    
    (51,650
    )
    
    
    Financing activitiesIssuance of trust shares
    
    
    
    
    
    
    100Proceeds from debt
    
    
    32,000
    
    
    
    Proceeds from line of credit facility
    
    
    543
    
    
    
    Distribution paid to shareholders
    
    
    (15,898
    )
    
    
    Debt financing costs
    
    
    (1,674
    )
    
    
    Payment of long-term debt
    
    
    (47
    )
    
    
    Offering costs paid
    
    
    (1,934
    )
    
    
    Restricted cash
    
    
    (1,077
    )
    
    
    Payment of notes and capital lease obligations
    
    
    (678
    )
    
    
    Net cash provided by financing activities
    
    
    11,235
    
    
    
    100Effect of exchange rate changes on cash
    
    
    (78
    )Net change in cash and cash equivalents
    
    
    (19,749
    )
    
    
    100Cash and cash equivalents at beginning of period
    
    
    140,050
    
    
    
    Cash and cash equivalents at end of period
    
    $
    120,301
    
    
    $
    100Supplemental disclosures of cash flow information:
    
    
    
    
    
    
    Income taxes paid
    
    $
    609
    
    
    $
    Interest paid
    
    $
    14,357
    
    
    $
    Acquisition of property and equipment under capital leases
    
    $
    1,417
    
    
    $
    
 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 12 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 24 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
 Following is a reconciliation of the basic and diluted number of shares used in computing earnings
per share:
 Period FromApril 13, 2004Quarter Ended
    
    
    (inception) 
    
    
    Six Months EndedJune 30, 2005
    
    
    June 30, 2004
    
    
    June 30, 2005Weighted average number
of shares of trust stock
outstanding: basic
    
    
    26,960,560
    
    
    
    100
    
    
    
    26,786,298Dilutive effect of stock grants
    
    
    23,600
    
    
    
    
    
    
    
    11,865Weighted average number of
shares of trust stock
outstanding: diluted
    
    
    26,984,160
    
    
    
    100
    
    
    
    26,798,163
  4. Acquisitions
 General Aviation Holdings, LLC
    7




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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
  Las Vegas Executive
     5. Property, Equipment, Land and Leasehold Improvements
  June 30, 2005
    
    
    December 31,(unaudited)
    
    
    2004Land
    
    $
    47,017
    
    
    $
    47,017Easements
    
    
    5,624
    
    
    
    5,624Buildings
    
    
    30,382
    
    
    
    30,337Leasehold and land improvements
    
    
    74,167
    
    
    
    61,187Machinery and equipment
    
    
    128,206
    
    
    
    125,679Furniture and fixtures
    
    
    1,733
    
    
    
    1,247
 8




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June 30, 2005
    
    
    December 31,(unaudited)
    
    
    2004Construction in progress
    
    
    12,678
    
    
    
    12,178Property held for future use
    
    
    1,197
    
    
    
    1,317Other
    
    
    635
    
    
    
    528301,639
    
    
    
    285,114Less: Accumulated depreciation
    
    
    (7,000
    )
    
    
    (370
    )Property, equipment, land and leasehold improvements, net
    
    $
    294,639
    
    
    $
    284,744
 6. Intangible Assets
  June 30, 2005(unaudited)
    
    
    December 31, 2004Weighted
    
    
    Gross
    
    
    
    
    
    
    GrossAverage Life
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Accumulated(Years)
    
    
    Value
    
    
    Amortization
    
    
    Value
    
    
    AmortizationContractual arrangements
    
    
    36.6
    
    
    $
    199,288
    
    
    $
    3,239
    
    
    $
    180,491
    
    
    $
    179Non-compete agreements
    
    
    2.6
    
    
    
    7,166
    
    
    
    1,507
    
    
    
    6,066
    
    
    
    49Customer relationships
    
    
    10.4
    
    
    
    25,591
    
    
    
    1,438
    
    
    
    24,490
    
    
    
    34Leasehold rights
    
    
    16.3
    
    
    
    6,510
    
    
    
    369
    
    
    
    6,758
    
    
    
    17Trade names
    
    Indefinite
    
    
    28,559
    
    
    
    
    
    
    
    28,559
    
    
    
    Domain names
    
    Indefinite
    
    
    7,987
    
    
    
    
    
    
    
    7,987
    
    
    
    Technology
    
    
    5.0
    
    
    
    460
    
    
    
    48
    
    
    
    460
    
    
    
    2$
    275,561
    
    
    $
    6,601
    
    
    $
    254,811
    
    
    $
    281
  7. Long Term Debt
   June 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
    
    
    4,644
    
    
    
    4,668447,120
    
    
    
    415,168Less: current portion
    
    
    97
    
    
    
    94Long-term portion
    
    $
    447,023
    
    
    $
    415,074
 
 (1)
    
    Macquarie District Energy, Inc. (MDE) is a wholly owned subsidiary of MDEH.   9




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8. Comprehensive Income
   9. Stockholders Equity
  10. Reportable Segments
       Quarter Ended June 30, 2005(unaudited)Airport
    
    
    DistrictAtlantic
    
    
    AvPorts
    
    
    Parking
    
    
    Energy
    
    
    TotalRevenue from Product SalesFuel sales
    
    $
    24,796
    
    
    $
    9,447
    
    
    $
    
    
    
    $
    
    
    
    $
    34,24324,796
    
    
    
    9,447
    
    
    
    
    
    
    
    
    
    
    
    34,243Service RevenueDe-icing revenue
    
    
    
    
    
    
    119
    
    
    
    
    
    
    
    
    
    
    
    119Other services
    
    
    8,588
    
    
    
    3,829
    
    
    
    
    
    
    
    499
    
    
    
    12,916Cooling capacity revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,127
    
    
    
    4,127Cooling consumption revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,508
    
    
    
    5,508Parking services
    
    
    
    
    
    
    
    
    
    
    14,275
    
    
    
    
    
    
    
    14,275
 10




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Quarter Ended June 30, 2005(unaudited)Airport
    
    
    DistrictAtlantic
    
    
    AvPorts
    
    
    Parking
    
    
    Energy
    
    
    Total8,588
    
    
    
    3,948
    
    
    
    14,275
    
    
    
    10,134
    
    
    
    36,945Financing and Lease IncomeFinancing and equipment lease
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,331
    
    
    
    1,331
    
    
    
    
    
    
    
    
    
    
    
    1,331
    
    
    
    1,331Total Revenue
    
    $
    33,384
    
    
    $
    13,395
    
    
    $
    14,275
    
    
    $
    11,465
    
    
    $
    72,519
  Quarter Ended June 30, 2005
    
    
    At June 30, 2005(unaudited)
    
    
    (unaudited)Property,Equipment,Land andSegment
    
    
    Interest
    
    
    Depreciation/
    
    
    Capital
    
    
    Leasehold
    
    
    TotalProfit(1)
    
    
    Expense
    
    
    Amortization(2)
    
    
    Expenditures(3)
    
    
    Improvements
    
    
    AssetsAirport Services  Atlantic
    
    $
    18,495
    
    
    $
    2,616
    
    
    $
    2,926
    
    
    $
    1,069
    
    
    $
    57,783
    
    
    $
    368,889Airport Services  AvPorts
    
    
    6,800
    
    
    
    743
    
    
    
    779
    
    
    
    442
    
    
    
    19,732
    
    
    
    90,479Airport Parking
    
    
    4,087
    
    
    
    2,293
    
    
    
    1,155
    
    
    
    1,243
    
    
    
    67,667
    
    
    
    205,642District Energy
    
    
    3,709
    
    
    
    2,078
    
    
    
    1,786
    
    
    
    404
    
    
    
    149,457
    
    
    
    251,430Total
    
    $
    33,091
    
    
    $
    7,730
    
    
    $
    6,646
    
    
    $
    3,158
    
    
    $
    294,639
    
    
    $
    916,440
  
 (1)
    
    Segment profit includes revenue less cost of sales. For the airport parking and
district energy businesses, depreciation expense of $546,000 and $1.4 million,
respectively, are included in cost of sales for the quarter ended June 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 $1.0 million.  Total assets of reportable segments
    
    $
    916,440Equity and cost investments:Investment in Yorkshire Link
    
    
    72,125Investment in SEW
    
    
    36,819Investment in MCG
    
    
    79,273Corporate and other
    
    
    346,653Less: Consolidation entries
    
    
    (219,479
    )Total consolidated assets
    
    $
    1,231,831
  Quarter Ended
    
    
    Six Months EndedJune 30, 2005
    
    
    June 30, 2005Total reportable segment profit
    
    $
    33,091
    
    
    $
    64,475Selling, general and administrative expenses
    
    
    (18,714
    )
    
    
    (37,876
    )Fees to manager
    
    
    (2,209
    )
    
    
    (4,152
    )Depreciation and amortization (1)
    
    
    (4,655
    )
    
    
    (9,067
    )7,513
    
    
    
    13,380Other expense, net
    
    
    (974
    )
    
    
    (6,895
    )Total consolidated income before income taxes and minority interests
    
    $
    6,539
    
    
    $
    6,485
 
 (1)
    
    Does not include depreciation expense for the airport parking and district energy businesses
which are included in total reportable segment profit. 11




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##### Table of Contents



Six Months Ended June 30, 2005(unaudited)Airport
    
    
    DistrictAtlantic
    
    
    AvPorts
    
    
    Parking
    
    
    Energy
    
    
    TotalRevenue from Product SalesFuel sales
    
    $
    47,624
    
    
    $
    17,006
    
    
    $
    
    
    
    $
    
    
    
    $
    64,63047,624
    
    
    
    17,006
    
    
    
    
    
    
    
    
    
    
    
    64,630Service RevenueDe-icing revenue
    
    
    
    
    
    
    2,390
    
    
    
    
    
    
    
    
    
    
    
    2,390Other services
    
    
    17,393
    
    
    
    7,310
    
    
    
    
    
    
    
    1,052
    
    
    
    25,755Cooling capacity revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,186
    
    
    
    8,186Cooling consumption revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,036
    
    
    
    7,036Parking services
    
    
    
    
    
    
    
    
    
    
    27,584
    
    
    
    
    
    
    
    27,58417,393
    
    
    
    9,700
    
    
    
    27,584
    
    
    
    16,274
    
    
    
    70,951Financing and Lease IncomeFinancing and equipment lease
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,673
    
    
    
    2,673
    
    
    
    
    
    
    
    
    
    
    
    2,673
    
    
    
    2,673Total Revenue
    
    $
    65,017
    
    
    $
    26,706
    
    
    $
    27,584
    
    
    $
    18,947
    
    
    $
    138,254
  Six Months Ended June 30, 2005(unaudited)Segment
    
    
    Interest
    
    
    Depreciation/
    
    
    CapitalProfit(1)
    
    
    Expense
    
    
    Amortization(2)
    
    
    Expenditures(3)Airport Services  Atlantic
    
    $
    36,737
    
    
    $
    5,299
    
    
    $
    5,623
    
    
    $
    1,588Airport Services  AvPorts
    
    
    14,080
    
    
    
    1,527
    
    
    
    1,548
    
    
    
    790Airport Parking
    
    
    7,290
    
    
    
    4,419
    
    
    
    2,267
    
    
    
    1,712District Energy
    
    
    6,368
    
    
    
    4,272
    
    
    
    3,514
    
    
    
    655Total
    
    $
    64,475
    
    
    $
    15,517
    
    
    $
    12,952
    
    
    $
    4,745
 
 
 (1)
    
    Segment profit includes revenue less cost of sales. For the airport parking and
district energy businesses, depreciation expense of $1.0 million and $2.8 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 $1.4 million. 11. Related Party Transactions
 Management Services Agreement with Macquarie Infrastructure Management (USA) Inc. (MIMUSA)
   12




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##### Table of Contents



Advisory and Other Services from the Macquarie Group
  Related Party Loans
  Derivative Instruments and Hedging Activities
    12. Income Taxes
     13




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##### Table of Contents



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




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##### Table of Contents



NORTH AMERICA CAPITAL HOLDING COMPANY
 
 
 QuarterEnded
    
    
    Six Months EndedJune 30, 2004
    
    
    June 30, 2004RevenueFuel revenue
    
    $
    18,266
    
    
    $
    36,052Service revenue
    
    
    6,190
    
    
    
    12,871Total revenue
    
    
    24,456
    
    
    
    48,923Cost of revenue  fuel
    
    
    9,277
    
    
    
    18,345Cost of revenue  service
    
    
    606
    
    
    
    1,266Gross profit
    
    
    14,573
    
    
    
    29,312Selling, general, and administrative expenses
    
    
    8,907
    
    
    
    18,263Depreciation and amortization
    
    
    1,021
    
    
    
    1,922Operating profit
    
    
    4,645
    
    
    
    9,127Other expense:Other expense
    
    
    84
    
    
    
    5,304Interest expense, net
    
    
    1,040
    
    
    
    2,131Income before income taxes
    
    
    3,521
    
    
    
    1,692Provision for income taxes
    
    
    1,407
    
    
    
    675Income from operations
    
    
    2,114
    
    
    
    1,017Income from discontinued operations
    
    
    252
    
    
    
    252Net income
    
    
    2,366
    
    
    
    1,269Net income applicable to common stockholders:Net income
    
    $
    2,366
    
    
    $
    1,269Less: Preferred stock dividends
    
    
    
    
    
    
    (1,340
    )Net income (loss) applicable to common stockholders
    
    $
    2,366
    
    
    $
    (71
    )
 See accompanying note to the consolidated condensed financial statements.
 15




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##### Table of Contents



NORTH AMERICA CAPITAL HOLDING COMPANY
 
 
 Six MonthsEndedJune 30, 2004Cash flows from operating activities:Net income
    
    $
    1,269Adjustments to reconcile net loss to net cash provided by operating activities:Fair value adjustment for outstanding warrant liability
    
    
    5,254Depreciation and amortization
    
    
    1,923Non-cash interest expense and other
    
    
    305Deferred taxes
    
    
    (1,063
    )Changes in assets and liabilities:Accounts receivable
    
    
    (325
    )Inventories
    
    
    7Prepaid expenses and other
    
    
    796Accounts payable
    
    
    237Deferred hanger rent
    
    
    18Taxes payable
    
    
    (759
    )Accrued liabilities
    
    
    27Net cash provided by operating activities
    
    
    7,689Cash flows
from investing activities:Capital expenditures
    
    
    (2,700
    )Other assets
    
    
    127Net cash used in investing activities
    
    
    (2,573
    )Cash flows from financing activities:Payment on short-term note payable
    
    
    (2,349
    )Payment of long-term debt, net
    
    
    (2,651
    )Borrowings from revolving credit agreement
    
    
    (1,000
    )Net cash used in financing activities
    
    
    (6,000
    )Decrease in cash and cash equivalents
    
    
    (884
    )Cash and cash equivalents, beginning of period
    
    
    2,438Cash and cash equivalents, end of period
    
    $
    1,554
 See accompanying note to the consolidated condensed financial statements.
 
 
  16




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   GENERAL
      17




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18




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##### Table of Contents



RESULTS OF OPERATIONS
   Period FromApril 13, 2004Quarter Ended
    
    
    Six Months Ended
    
    
    (inception) June 30, 2005
    
    
    June 30, 2005
    
    

June 30, 2004RevenueRevenue from fuel sales
    
    $
    34,243
    
    
    $
    64,630
    
    
    $
    Service revenue
    
    
    36,945
    
    
    
    70,951
    
    
    
    Financing and equipment lease income
    
    
    1,331
    
    
    
    2,673
    
    
    
    72,519
    
    
    
    138,254
    
    
    
    Costs and expensesCost of fuel sales
    
    
    19,708
    
    
    
    36,803
    
    
    
    Cost of services
    
    
    19,720
    
    
    
    36,976
    
    
    
    Selling, general and administrative expenses
    
    
    18,714
    
    
    
    37,876
    
    
    
    2,581Fees to manager
    
    
    2,209
    
    
    
    4,152
    
    
    
    Depreciation expense
    
    
    1,420
    
    
    
    2,747
    
    
    
    Amortization of intangibles
    
    
    3,235
    
    
    
    6,320
    
    
    
    Operating income (loss)
    
    
    7,513
    
    
    
    13,380
    
    
    
    (2,581
    )Other income (expense)Dividend income
    
    
    6,184
    
    
    
    6,184
    
    
    
    Interest income
    
    
    1,231
    
    
    
    2,330
    
    
    
    Interest expense
    
    
    (7,511
    )
    
    
    (15,269
    )
    
    
    Equity in (loss) earnings and amortization charges of investee
    
    
    (1,139
    )
    
    
    514
    
    
    
    Other income (expense), net
    
    
    261
    
    
    
    (654
    )
    
    
    Net income (loss) before income taxes and minority interests
    
    
    6,539
    
    
    
    6,485
    
    
    
    (2,581
    )Income taxes
    
    
    579
    
    
    
    579
    
    
    
    Net income (loss) before minority interests
    
    
    5,960
    
    
    
    5,906
    
    
    
    (2,581
    )Minority interests
    
    
    324
    
    
    
    353
    
    
    
    Net income (loss)
    
    $
    5,636
    
    
    $
    5,553
    
    
    $
    (2,581
    )
     19




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##### Table of Contents



April 13, 2004Quarter Ended
    
    
    Six Months Ended
    
    
    (inception) June 30, 2005
    
    
    June 30, 2005
    
    
    June 30, 2004Net income (loss)
    
    $
    5,636
    
    
    $
    5,553
    
    
    $
    (2,581
    )Interest expense, net
    
    
    6,280
    
    
    
    12,939
    
    
    
    Income taxes
    
    
    579
    
    
    
    579
    
    
    
    Depreciation (1)
    
    
    3,411
    
    
    
    6,632
    
    
    
    Amortization (2)
    
    
    3,235
    
    
    
    6,320
    
    
    
    EBITDA
    
    $
    19,141
    
    
    $
    32,023
    
    
    $
    (2,581
    )
 
 (1)
    
    Includes depreciation expense of $546,000 for the quarter ended June 30, 2005 and $1.0
million for the six months ended June 30, 2005 for the airport parking business, and $1.4
million for the quarter ended June 30, 2005 and $2.8 million for the six months ended June 30,
2005 for 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 $2.4 million of amortization expense related to intangible
assets in connection with our acquisition of our toll road business for the quarter and the
six months ended June 30, 2005, respectively. 20




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##### Table of Contents



BUSINESS SEGMENT OPERATIONS
 Airport Services Business
 NACH (Atlantic)
  ($ in thousands)
    
    Quarter Ended June 30,
    
    
    Six Months Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Fuel revenue
    
    $
    24,796
    
    
    $
    18,266
    
    
    $
    47,624
    
    
    $
    36,052Non-fuel revenue
    
    
    8,588
    
    
    
    6,190
    
    
    
    17,393
    
    
    
    12,871Total revenue
    
    
    33,384
    
    
    
    24,456
    
    
    
    65,017
    
    
    
    48,923Cost of revenue  fuel
    
    
    14,150
    
    
    
    9,277
    
    
    
    26,731
    
    
    
    18,345Cost of revenue  non-fuel
    
    
    739
    
    
    
    606
    
    
    
    1,549
    
    
    
    1,266Total cost of revenue
    
    
    14,889
    
    
    
    9,883
    
    
    
    28,280
    
    
    
    19,611Fuel gross profit
    
    
    10,646
    
    
    
    8,989
    
    
    
    20,893
    
    
    
    17,707Non-fuel gross profit
    
    
    7,849
    
    
    
    5,584
    
    
    
    15,844
    
    
    
    11,605Gross profit
    
    
    18,495
    
    
    
    14,573
    
    
    
    36,737
    
    
    
    29,312Selling, general and administrative expenses
    
    
    10,645
    
    
    
    8,907
    
    
    
    21,311
    
    
    
    18,263Depreciation and amortization
    
    
    2,926
    
    
    
    1,021
    
    
    
    5,623
    
    
    
    1,922Operating income
    
    
    4,924
    
    
    
    4,645
    
    
    
    9,803
    
    
    
    9,127Other expense
    
    
    26
    
    
    
    84
    
    
    
    946
    
    
    
    5,304Interest expense, net
    
    
    2,556
    
    
    
    1,040
    
    
    
    5,196
    
    
    
    2,131Provision for income taxes
    
    
    972
    
    
    
    1,407
    
    
    
    1,604
    
    
    
    675Income from continuing operations(1)
    
    $
    1,370
    
    
    $
    2,114
    
    
    $
    2,057
    
    
    $
    1,017Reconciliation of income from continuing
operations to EBITDA
Income from continuing operations(1)
    
    
    1,370
    
    
    
    2,114
    
    
    
    2,057
    
    
    
    1,017Interest expense, net
    
    
    2,556
    
    
    
    1,040
    
    
    
    5,196
    
    
    
    2,131Provision for income taxes
    
    
    972
    
    
    
    1,407
    
    
    
    1,604
    
    
    
    675Depreciation and amortization
    
    
    2,926
    
    
    
    1,021
    
    
    
    5,623
    
    
    
    1,922EBITDA
    
    $
    7,824
    
    
    $
    5,582
    
    
    $
    14,480
    
    
    $
    5,745
 
 (1)
    
    Discontinued operations consist of income from Atlantics charter flight business which was
sold in 2003. Key Factors Affecting Operating Results
  
    
    Contribution of positive operating results from two new California FBOs acquired in
January 2005
    
    Total fuel volumes (including into-plane volumes as described below) at existing
locations increased by 5.0% for the quarter ended June 30, 2005 and decreased by 0.8% for
the six month period ended June 30, 2005
    
    Conversion of two key customers to into-plane fueling contracts
 Quarter Ended June 30, 2005 Compared to Quarter Ended June 30, 2004
 Fuel Revenue and Fuel Gross Profit
  21




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##### Table of Contents



Non-Fuel Revenue and Non-Fuel Gross Profit
  Gross Profit
  Selling, General and Administrative Expenses
  Depreciation and Amortization
  Interest Expense, Net
  22




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##### Table of Contents



Income From Continuing Operations
  EBITDA
  Six Months Ended June 30, 2005 compared to Six Months Ended June 30, 2004
 Fuel Revenue and Fuel Gross Profit
    Non-Fuel Revenue and Non-Fuel Gross Profit
  Gross Profit
  Selling, General and Administrative Expenses
  Depreciation and Amortization
  Other Expense
  23




---



##### Table of Contents



Interest Expense, Net
  Income From Continuing Operations
  EBITDA
  24




---



##### Table of Contents



MANA (AvPorts)
  ($ in thousands)
    
    Quarter Ended June 30,
    
    
    Six Months Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Fuel revenue
    
    $
    9,447
    
    
    $
    7,569
    
    
    $
    17,006
    
    
    $
    13,834Non-fuel revenue
    
    
    3,948
    
    
    
    3,675
    
    
    
    9,700
    
    
    
    8,538Total revenue
    
    
    13,395
    
    
    
    11,244
    
    
    
    26,706
    
    
    
    22,372Cost of revenue  fuel
    
    
    5,558
    
    
    
    3,982
    
    
    
    10,072
    
    
    
    7,053Cost of revenue  non-fuel
    
    
    1,037
    
    
    
    965
    
    
    
    2,554
    
    
    
    2,317Total cost of revenue
    
    
    6,595
    
    
    
    4,947
    
    
    
    12,626
    
    
    
    9,370Fuel gross profit
    
    
    3,889
    
    
    
    3,587
    
    
    
    6,934
    
    
    
    6,781Non-fuel gross profit
    
    
    2,911
    
    
    
    2,710
    
    
    
    7,146
    
    
    
    6,221Gross profit
    
    
    6,800
    
    
    
    6,297
    
    
    
    14,080
    
    
    
    13,002Selling, general and administrative expenses
    
    
    4,675
    
    
    
    4,306
    
    
    
    9,193
    
    
    
    8,368Depreciation and amortization
    
    
    779
    
    
    
    1,597
    
    
    
    1,548
    
    
    
    3,179Operating income
    
    
    1,346
    
    
    
    394
    
    
    
    3,339
    
    
    
    1,455Interest expense, net
    
    
    743
    
    
    
    913
    
    
    
    1,527
    
    
    
    1,829Other (income) expense
    
    
    (1
    )
    
    
    9
    
    
    
    1
    
    
    
    19Provision for income taxes
    
    
    256
    
    
    
    (1
    )
    
    
    767
    
    
    
    150Net income (loss)
    
    $
    348
    
    
    $
    (527
    )
    
    $
    1,044
    
    
    $
    (543
    )Reconciliation
of net income (loss) to EBITDANet income (loss)
    
    
    348
    
    
    
    (527
    )
    
    
    1,044
    
    
    
    (543
    )Interest expense, net
    
    
    743
    
    
    
    913
    
    
    
    1,527
    
    
    
    1,829Provision for income taxes
    
    
    256
    
    
    
    (1
    )
    
    
    767
    
    
    
    150Depreciation and amortization
    
    
    779
    
    
    
    1,597
    
    
    
    1,548
    
    
    
    3,179EBITDA
    
    $
    2,126
    
    
    $
    1,982
    
    
    $
    4,886
    
    
    $
    4,615
 Key Factors Affecting Operating Results
  
    
    Jet fuel volumes increased 6.7% and 6.3% over the prior quarter and six months ended June 30, 2004, respectively
    
    Significant increase in de-icing revenue increased six month results
    
    Amortization decreased due mainly to the expiration in November 2004 of a non-compete agreement
    
    Selling, general and administrative expenses increased largely due to the
establishment of a stock appreciation rights plan and higher professional fees
 Quarter Ended June 30, 2005 Compared to Quarter Ended June 30, 2004
 Fuel Revenue and Fuel Gross Profit
   Non-Fuel Revenue and Non-Fuel Gross Profit
  25




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Selling, General and Administrative Expenses
  Depreciation and Amortization
  Interest Expense, Net
  Net Income (Loss)
  EBITDA
  Six Months Ended June 30, 2005 compared to Six Months Ended June 30, 2004
 Fuel Revenue and Fuel Gross Profit
   Non-Fuel Revenue and Non-Fuel Gross Profit
  26




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##### Table of Contents



Selling, General and Administrative Expenses
  Depreciation and Amortization
  Interest Expense, Net
  Net Income (Loss)
  EBITDA
  27




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##### Table of Contents





Airport Parking Business




($ in thousands)
    
    Quarter Ended June 30,
    
    
    Six Months Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenue
    
    $
    14,275
    
    
    $
    13,058
    
    
    $
    27,584
    
    
    $
    25,214Direct expenses
    
    
    10,188
    
    
    
    9,447
    
    
    
    20,294
    
    
    
    17,897Gross profit
    
    
    4,087
    
    
    
    3,611
    
    
    
    7,290
    
    
    
    7,317Selling, general and administrative expenses
    
    
    1,280
    
    
    
    1,093
    
    
    
    2,235
    
    
    
    2,009Amortization of intangibles
    
    
    609
    
    
    
    1,059
    
    
    
    1,218
    
    
    
    1,840Operating income
    
    
    2,198
    
    
    
    1,459
    
    
    
    3,837
    
    
    
    3,468Interest expense, net
    
    
    (2,289
    )
    
    
    (1,995
    )
    
    
    (4,403
    )
    
    
    (3,966
    )Other income (expense)
    
    
    22
    
    
    
    (10
    )
    
    
    (3
    )
    
    
    (10
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Minority interest in loss of consolidated subsidiaries
    
    
    26
    
    
    
    174
    
    
    
    114
    
    
    
    148Net loss
    
    $
    (43
    )
    
    $
    (372
    )
    
    $
    (455
    )
    
    $
    (360
    )Reconciliation
of net loss to EBITDANet loss
    
    
    (43
    )
    
    
    (372
    )
    
    
    (455
    )
    
    
    (360
    )Interest expense, net
    
    
    2,289
    
    
    
    1,995
    
    
    
    4,403
    
    
    
    3,966Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation
    
    
    546
    
    
    
    586
    
    
    
    1,049
    
    
    
    1,145Amortization of intangibles
    
    
    609
    
    
    
    1,059
    
    
    
    1,218
    
    
    
    1,840EBITDA
    
    $
    3,401
    
    
    $
    3,268
    
    
    $
    6,215
    
    
    $
    6,591


Key Factors Affecting Operating Results





    
    Customers using our pre-existing parking facilities increased by 5.1% and 6.0% for
the quarter and six months, respectively, compared to the same period in 2004
    
    Internet marketing initiatives and increased air passenger traffic generated higher
volumes of customers which increased overall revenue, but we believe shorter lengths of
stay put downward pressure on revenue per car out
    
    Higher EBITDA for the quarter primarily reflects reduced operating losses at our new
facilities. Lower EBITDA for the six months reflects operating losses at the new
facilities for the full six months in 2005
    
    Operating margins at our pre-existing facilities improved


Quarter Ended June 30, 2005 Compared to Quarter Ended June 30, 2004


Revenue




28



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June 30, 2005
    
    
    June 30, 2004
    
    
    Percentage ChangeOvernight Occupancy
    
    
    15,751
    
    
    
    14,712
    
    
    
    7.1
    %Total Cars Out
    
    
    389,416
    
    
    
    343,013
    
    
    
    13.5
    %Cars Out
at Pre-existing Facilities
    
    
    360,619
    
    
    
    343,013
    
    
    
    5.1
    %
     Direct Expenses
  Selling, General and Administrative Expenses
  Amortization of Intangibles
  Interest Expense, Net
  Net Loss
  EBITDA
  29




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##### Table of Contents



Six Months Ended June 30, 2005 compared to Six Months Ended June 30, 2004
 Revenue
   Six Months Ended
    
    
    Six Months EndedJune 30, 2005
    
    
    June 30, 2004
    
    
    Percentage ChangeOvernight Occupancy
    
    
    15,201
    
    
    
    14,087
    
    
    
    8.0
    %Total Cars Out
    
    
    745,898
    
    
    
    654,294
    
    
    
    14.0
    %Cars Out
at Pre-existing Facilities
    
    
    693,382
    
    
    
    654,294
    
    
    
    6.0
    %
   Direct Expenses
  Selling, General and Administrative Expenses
  Amortization of Intangibles
  Interest Expense, Net
  Net Loss
  30




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EBITDA
  31




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##### Table of Contents



District Energy Business
    Quarter Ended June 30,
    
    
    Six Months Ended June 30,($ in thousands)
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Cooling capacity revenue
    
    $
    4,127
    
    
    $
    4,075
    
    
    $
    8,186
    
    
    $
    8,132Cooling consumption revenue
    
    
    5,508
    
    
    
    4,194
    
    
    
    7,036
    
    
    
    5,469Other revenue
    
    
    499
    
    
    
    246
    
    
    
    1,052
    
    
    
    505Finance lease revenue
    
    
    1,331
    
    
    
    334
    
    
    
    2,673
    
    
    
    671Total revenue
    
    
    11,465
    
    
    
    8,849
    
    
    
    18,947
    
    
    
    14,777Direct expenses  electricity
    
    
    3,259
    
    
    
    2,458
    
    
    
    4,281
    
    
    
    3,100Direct expenses  other (1)
    
    
    4,497
    
    
    
    3,111
    
    
    
    8,298
    
    
    
    5,893Direct expenses  total
    
    
    7,756
    
    
    
    5,569
    
    
    
    12,579
    
    
    
    8,993Gross profit
    
    
    3,709
    
    
    
    3,280
    
    
    
    6,368
    
    
    
    5,784Selling, general and administrative expenses
    
    
    858
    
    
    
    1,256
    
    
    
    1,715
    
    
    
    2,132Amortization of intangibles
    
    
    341
    
    
    
    28
    
    
    
    678
    
    
    
    56Operating income
    
    
    2,510
    
    
    
    1,996
    
    
    
    3,975
    
    
    
    3,596Interest expense, net
    
    
    (2,016
    )
    
    
    (11,556
    )
    
    
    (4,158
    )
    
    
    (12,633
    )Other income
    
    
    265
    
    
    
    1,342
    
    
    
    297
    
    
    
    1,394Benefit for income taxes
    
    
    
    
    
    
    2,839
    
    
    
    
    
    
    
    2,366Minority interest
    
    
    (350
    )
    
    
    
    
    
    
    (467
    )
    
    
    Net income (loss)
    
    $
    409
    
    
    $
    (5,379
    )
    
    $
    (353
    )
    
    $
    (5,277
    )Reconciliation
of net income (loss) to EBITDANet income (loss)
    
    $
    409
    
    
    $
    (5,379
    )
    
    $
    (353
    )
    
    $
    (5,277
    )Interest expense, net
    
    
    2,016
    
    
    
    11,556
    
    
    
    4,158
    
    
    
    12,633Benefit for income taxes
    
    
    
    
    
    
    (2,839
    )
    
    
    
    
    
    
    (2,366
    )Depreciation
    
    
    1,445
    
    
    
    724
    
    
    
    2,836
    
    
    
    1,436Amortization of intangibles
    
    
    341
    
    
    
    28
    
    
    
    678
    
    
    
    56EBITDA
    
    $
    4,211
    
    
    $
    4,090
    
    
    $
    7,319
    
    
    $
    6,482
 
 (1)
    
    Other direct expenses include payroll and related expenses (labor), operations and maintenance,
real estate taxes, rent charges, and depreciation.  Key Factors Affecting Operating Results
  
    
    Capacity revenue generally increased in-line with inflation
    
    Excluding ETT Nevada, consumption ton-hours sold were higher mostly due to above
average temperature in Chicago in June 2005
    
    EBITDA was higher largely due to the inclusion of ETT Nevada
    
    Excluding ETT Nevada and non-recurring financial restructuring gain in 2004 of $1.3
million, EBITDA increased by 19.8%
 32




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##### Table of Contents



in the three months ended June 30, 2005
 Quarter Ended June 30, 2005 Compared to Quarter Ended June 30, 2004
 Revenue
   Direct Expenses  Electricity
   Other Direct Expenses
   Selling, General and Administrative Expenses
  Amortization of Intangibles
  Interest Expense, Net
  33




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##### Table of Contents



Other Income
  Provision (Benefit) for Income Taxes
  Net Income (Loss)
  EBITDA
  Six Months Ended June 30, 2005 compared to Six Months Ended June 30, 2004
 Revenue
   Direct Expenses  Electricity
   Other Direct Expenses
  34




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##### Table of Contents



Selling, General and Administrative Expenses
  Amortization of Intangibles
  Interest Expense, Net
  Other Income
  Provision (Benefit) for Income Taxes
  Net Income ( Loss)
  EBITDA
  35




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##### Table of Contents



Toll Road Business
  
    
    Our equity in the earnings of CHL, which we hold through MYL, plus 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 June 30, 2005 Compared to Quarter Ended June 30, 2004
     Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004
 Net Income
     36




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##### Table of Contents



Investments
 Macquarie Communications Infrastructure Group (MCG)
  South East Water (SEW)
  37




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
  Our Consolidated Cash Flow
  Six Months EndedJune 30, 2005($ in thousands)Net cash provided by operating activities
    
    $
    20,744Acquisition of businesses and investments, net of cash acquired
    
    
    (49,594
    )Purchases of property and equipment
    
    
    (3,364
    )Other investing activities
    
    
    (72
    )Goodwill adjustment
    
    
    694Principal proceeds from subordinated loan
    
    
    686Net cash used in investing activities
    
    $
    (51,650
    )Proceeds from debt
    
    
    32,543Debt financing and offering costs
    
    
    (3,608
    )Restricted cash
    
    
    (1,077
    )Distribution paid to shareholders
    
    
    (15,898
    )Payments of notes, capital lease obligations and long term debt
    
    
    (725
    )Net cash provided by financing activities
    
    $
    11,235
      38




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##### Table of Contents



Capital Expenditures
   Airport Services Business
 Ongoing Capital Expenditure
   Specific Capital Expenditure
  Airport Parking Business
 Ongoing Capital Expenditure
  39




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##### Table of Contents



Specific Capital Expenditure
  District Energy Business
 Ongoing Capital Expenditure
  Specific Capital Expenditure
   Commitments and Contingencies
   40




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
   
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
   
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Unregistered Sales of Equity Securities
  41




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##### Table of Contents



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
    )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
    )Pre-funded Sarbanes-Oxley compliance costs
    
    
    (1,000
    )Reserve for working capital
    
    
    (10,000
    )Remaining Cash on Hand(1)
    
    
    93,589
 
 (1)
    
    We expect to use approximately $5.4 million to fund capital expenditures for specific
projects in our businesses. The remainder is available for acquisitions. 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  42




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    Against/
    
    
    
    
    
    
    BrokerFor
    
    
    Withheld
    
    
    Abstain
    
    
    Non-voteElection of Directors:Nominee:Norman H. Brown, Jr.
    
    
    19,703,320
    
    
    
    15,635
    
    
    
    *
    
    
    
    *George W. Carmany, III
    
    
    19,703,320
    
    
    
    15,635
    
    
    
    *
    
    
    
    *William H. Webb
    
    
    19,703,320
    
    
    
    15,635
    
    
    
    *
    
    
    
    *Ratification of Independent Auditors:
    
    
    19,695,595
    
    
    
    10,430
    
    
    
    12,930
    
    
    
    *
 
 *
    
    Not applicable. 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  43




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##### Table of Contents



SIGNATURES
  Macquarie Infrastructure Company TrustDated: August 10, 2005
    
    By: /s/ Peter StokesName: Peter StokesTitle: Regular Trustee
  Macquarie Infrastructure Company LLCDated: August 10, 2005
    
    By: /s/ Peter StokesName: Peter StokesTitle: Chief Executive OfficerMacquarie Infrastructure Company LLCDated: August 10, 2005
    
    By: /s/ David MitchellName: David MitchellTitle: Chief Financial Officer
 44




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description2.1
    
    Membership Interest Purchase Agreement dated May 26, 2005 between Gene H. Yamagata
and Macquarie FBO Holdings LLC, relating to the acquisition of Las Vegas Executive
Air Terminal (incorporated by reference to the Registrants Current Report on Form
8-K filed with the SEC on May 31, 2005)3.1
    
    Amended and Restated Trust Agreement dated as of December 21, 2004 of Macquarie
Infrastructure Company Trust (incorporated by reference to the Registrants Current
Report on Form 8-K, filed with the SEC on December 27, 2004 (the Current Report))3.2
    
    Amended and Restated Operating Agreement dated as of December 21, 2004 of Macquarie
Infrastructure Company LLC (incorporated by reference to the Current Report)3.3
    
    Amended and Restated Certificate of Trust of Macquarie Infrastructure Assets 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 of Macquarie Infrastructure Assets LLC
(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 on 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
    
    Loan Agreement dated as of October 15, 2004, as amended through June 15, 2005, among
North America Capital Holding Company and the Lenders and Administrative Agent, each
named therein10.2
    
    Credit Agreement dated as of
July 29, 2002, as amended through June 27, 2005, among
Macquarie Airports North America Inc. and the Lenders, Administrative Agent and
Collateral Agent, each named therein31.1
    
    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)
 E-1