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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 March 31, 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
    
    20-6196808(State or Other Jurisdiction of Incorporation or
    
    (I.R.S. Employer Identification No.)Organization)
    Commission File Number: 001-32384 Macquarie Infrastructure Company LLC  Delaware
    
    43-2052503(State or Other Jurisdiction of Incorporation or
    
    (I.R.S. Employer Identification No.)Organization)
    600 Fifth Avenue, 21st Floor
    
    10020New York, New York
    
    (Zip Code)(Address of principal executive offices)
 (212) 548-6538
(Registrants Telephone Number, Including Area Code) Indicate by check mark whether the registrants (1) have filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrants were required to file such reports), and (2) have been
subject to such filing requirements for the past 90 days. Yes þ No o Indicate by check mark whether the registrants are collectively an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes
o No þ There were 27,043,101 shares of Trust Stock without par value outstanding at May 12, 2005.




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TABLE OF CONTENTS PART I. FINANCIAL INFORMATIONITEM 1. Financial Statements
    
    
    1MACQUARIE INFRASTRUCTURE COMPANY TRUSTConsolidated Condensed Balance Sheets March 31, 2005 (Unaudited) and December 31, 2004
    
    
    1Consolidated Condensed Statement of Operations For the Three Months Ended March 31, 2005 (Unaudited)
    
    
    2Consolidated Condensed Statement of Cash Flows For the Three Months Ended March 31, 2005 (Unaudited)
    
    
    3Notes to Consolidated Condensed Financial Statements (Unaudited)
    
    
    4NORTH AMERICA CAPITAL HOLDING COMPANYConsolidated Condensed Statement of Operations For the Three Months Ended March 31, 2004 (Unaudited)
    
    
    11Consolidated Condensed Statement of Cash Flows For the Three Months Ended March 31, 2004 (Unaudited)
    
    
    12Note to Consolidated Condensed Financial Statements (Unaudited)
    
    
    13ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14ITEM 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    29ITEM 4. Controls and Procedures
    
    
    29PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    30ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    30ITEM 3. Defaults Upon Senior Securities
    
    
    32ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    32ITEM 5. Other Information
    
    
    32ITEM 6. Exhibits
    
    
    33EX-11.1: STATEMENT RE COMPUTATION OF PER SHARE EARNINGSEX-31.1 CERTIFICATIONEX-31.2 CERTIFICATIONEX-32.1 CERTIFICATIONEX-32.2 CERTIFICATIONEX-99.1 SELECTED PAGES OF THE ANNUAL REPORT
  Australian banking regulations that govern the operations of Macquarie Bank Limited and all of
its subsidiaries, including our Manager, require the following statements: Investments in
Macquarie Infrastructure Company Trust are not deposits with or other liabilities of Macquarie Bank
Limited or of any Macquarie Group company and are subject to investment risk, including possible
delays in repayment and loss of income and principal invested. Neither Macquarie Bank Limited nor
any other member company of the Macquarie Group guarantees the performance of Macquarie
Infrastructure Company Trust or the repayment of capital from Macquarie Infrastructure Company
Trust.




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PART I. FINANCIAL INFORMATION 
 ITEM 1. FINANCIAL STATEMENTS 
 CONSOLIDATED CONDENSED BALANCE SHEETS
March 31, 2005 and December 31, 2004
($ in thousands, except per share amounts) March
31, 2005(unaudited)
    
    
    December 31, 2004AssetsCurrent assets:Cash and cash equivalents
    
    $
    127,029
    
    
    $
    140,050Restricted cash
    
    
    1,483
    
    
    
    1,155Accounts receivable, less allowance for doubtful accounts of $1,317 and $1,359
    
    
    14,521
    
    
    
    12,312Dividend receivable
    
    
    
    
    
    
    1,743Inventories
    
    
    1,256
    
    
    
    1,563Prepaid expenses
    
    
    4,256
    
    
    
    4,186Deferred income taxes
    
    
    1,596
    
    
    
    1,452Other
    
    
    5,141
    
    
    
    5,308Total current assets
    
    
    155,282
    
    
    
    167,769Property, equipment, land and leasehold improvements, net
    
    
    295,506
    
    
    
    284,744Other assets:Restricted cash
    
    
    17,526
    
    
    
    16,790Equipment lease receivables
    
    
    45,110
    
    
    
    45,395Investment in unconsolidated business
    
    
    76,978
    
    
    
    79,065Investment, cost
    
    
    38,786
    
    
    
    39,369Securities, available for sale
    
    
    72,130
    
    
    
    71,263Related party subordinated loan
    
    
    21,642
    
    
    
    21,748Goodwill
    
    
    233,411
    
    
    
    217,576Intangible assets, net
    
    
    272,196
    
    
    
    254,530Other
    
    
    15,041
    
    
    
    10,238792,820
    
    
    
    755,974Total assets
    
    $
    1,243,608
    
    
    $
    1,208,487Liabilities and stockholders equityCurrent liabilities:Due to manager
    
    $
    14,230
    
    
    $
    12,306Accounts payable
    
    
    8,063
    
    
    
    10,912Accrued expenses
    
    
    11,819
    
    
    
    11,980Current portion of notes payable and capital leases
    
    
    1,122
    
    
    
    1,242Current portion of long-term debt
    
    
    96
    
    
    
    94Other
    
    
    3,163
    
    
    
    2,991Total current liabilities
    
    
    38,493
    
    
    
    39,525Capital leases and notes payable, net of current portion
    
    
    1,962
    
    
    
    1,755Long-term debt, net of current portion
    
    
    447,048
    
    
    
    415,074Related party long-term debt
    
    
    19,254
    
    
    
    19,278Deferred income taxes
    
    
    124,975
    
    
    
    123,429Other
    
    
    5,063
    
    
    
    4,615Total liabilities
    
    
    636,795
    
    
    
    603,676Minority interests
    
    
    8,544
    
    
    
    8,515Stockholders equity:Trust stock, no par value; 500,000,000 authorized; 26,610,100 shares issued and
outstanding
    
    
    613,529
    
    
    
    613,265Accumulated other comprehensive income
    
    
    2,411
    
    
    
    619Accumulated deficit
    
    
    (17,671
    )
    
    
    (17,588
    )Total stockholders equity
    
    
    598,269
    
    
    
    596,296Total liabilities and stockholders equity
    
    $
    1,243,608
    
    
    $
    1,208,487
 See accompanying notes to the consolidated condensed financial statements. 1




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MACQUARIE INFRASTRUCTURE COMPANY TRUST 
 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2005
(Unaudited)
($ in thousands, except per share and shares outstanding) RevenuesRevenue from fuel sales
    
    $
    30,387Service revenue
    
    
    34,006Financing and equipment lease income
    
    
    1,34265,735Costs and expensesCost of fuel sales
    
    
    17,095Cost of services
    
    
    17,256Selling, general and administrative expenses
    
    
    19,162Fees to manager
    
    
    1,943Depreciation
    
    
    1,327Amortization of intangibles
    
    
    3,08559,868Operating income
    
    
    5,867Other income (expense)Interest income
    
    
    1,099Interest expense
    
    
    (7,758
    )Equity in earnings and amortization charges of investee
    
    
    1,653Other expense, net
    
    
    (915
    )Net loss before income taxes and minority interests
    
    
    (54
    )Income taxes
    
    
    Net loss before minority interests
    
    
    (54
    )Minority interests
    
    
    29Net loss
    
    $
    (83
    )Basic and diluted loss per share:
    
    $
    (0.003
    )Weighted average number of shares of trust stock outstanding: basic and diluted
    
    
    26,610,100
 See accompanying notes to the consolidated condensed financial statements. 2




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MACQUARIE INFRASTRUCTURE COMPANY TRUST CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2005
(Unaudited)
($ in thousands) Operating activitiesNet loss
    
    $
    (83
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization of property and equipment
    
    
    3,221Amortization of intangible assets
    
    
    3,085Equity in earnings and amortization charges of investee
    
    
    238Amortization of finance costs
    
    
    265Deferred rent
    
    
    650Deferred revenue
    
    
    110Equipment lease receivable
    
    
    306Minority interests
    
    
    29Accrued interest expense
    
    
    259Changes in operating assets and liabilities, net of acquisition:Accounts receivable
    
    
    (1,130
    )Dividend receivable
    
    
    1,743Inventories
    
    
    451Prepaid expenses and other current assets
    
    
    407Accounts payable and accrued expenses
    
    
    (1,726
    )Due to manager
    
    
    1,924Other
    
    
    11Net cash provided by operating activities
    
    
    9,760Investing activitiesAcquisition of General Aviation Holdings, LLC, net of cash acquired
    
    
    (49,594
    )Purchases of property and equipment
    
    
    (879
    )Principal proceeds from subordinated loan
    
    
    686Collection on notes receivable
    
    
    24Additional costs of acquisitions
    
    
    (68
    )Net cash used in investing activities
    
    
    (49,831
    )Financing activitiesProceeds from debt
    
    
    32,000Debt financing costs
    
    
    (1,674
    )Payment of long-term debt
    
    
    (26
    )Offering costs paid
    
    
    (1,833
    )Restricted cash
    
    
    (1,079
    )Payment of notes and capital lease obligations
    
    
    (349
    )Net cash provided by financing activities
    
    
    27,039Effect of exchange rate changes on cash
    
    
    11Net change in cash and cash equivalents
    
    
    (13,021
    )Cash and cash equivalents at beginning of period
    
    
    140,050Cash and cash equivalents at end of period
    
    $
    127,029Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    311Interest paid
    
    $
    7,134Acquisition of property and equipment under capital leases
    
    $
    438
 See accompanying notes to the consolidated condensed financial statements. 3




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MACQUARIE INFRASTRUCTURE COMPANY TRUST NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited) 1. Organization and Description of Business Macquarie Infrastructure Company Trust (the Trust), a Delaware statutory trust, was formed on
April 13, 2004. Macquarie Infrastructure Company LLC (the Company), a Delaware limited liability
company, was also formed on April 13, 2004. Prior to December 21, 2004, the Trust was a
wholly-owned subsidiary of Macquarie Infrastructure Management (USA) Inc., (MIMUSA). MIMUSA is a
subsidiary of the Macquarie Group of companies, which is comprised of Macquarie Bank Limited and
its subsidiaries and affiliates worldwide. Macquarie Bank Limited is headquartered in Australia
and is listed on the Australian Stock Exchange. The Trust and the Company were formed to own, operate and invest in a diversified group of
infrastructure businesses in the United States and other developed countries. In accordance with
the Trust Agreement, the Trust is the sole holder of 100% of the LLC interests of the Company and,
pursuant to the LLC Agreement, the Company will have outstanding the identical number of LLC
interests as the number of outstanding shares of trust stock. The Company is the operating entity
with a Board of Directors and other corporate governance responsibilities generally consistent with
that of a Delaware corporation. On December 21, 2004, the Trust and the Company completed an initial public offering (IPO), and
concurrent private placement, issuing a total of 26,610,000 shares of trust stock at a price of
$25.00 per share. Total gross proceeds were $665,250,000, before offering costs and underwriting
fees at March 31, 2005 of $51,721,449. MIMUSA purchased two million shares ($50 million) of the
total shares issued, through the private placement offering. The majority of the proceeds were
used to acquire the Companys initial infrastructure businesses and investments. In December 2004, subsequent to the IPO, the Company purchased the following companies:  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. In December 2004, the Company also purchased an interest in Macquarie Communications Infrastructure
Group (MCG), an investment vehicle managed by a member of the Macquarie Group that operates an
Australian broadcast transmission provider and a provider of broadcast transmission and site
leasing infrastructure operated in the U.K. and Republic of Ireland. The Company also purchased an
indirect interest in South East Water (SEW), a utility company that provides water to households
and industrial customers in south-eastern England. 4




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On January 14, 2005, NACH acquired all of the membership interests in General Aviation Holdings,
LLC (GAH), an entity that operates two FBOs in California. The airport services, airport parking and district energy businesses are owned by the Companys
wholly-owned subsidiary, Macquarie Infrastructure Company Inc. (MIC Inc.), a Delaware corporation
that was formed on April 13, 2004. The investments and the business that operates a toll road are
owned by the Company through separate Delaware limited liability companies. 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States and in accordance
with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial
information. Accordingly, they do not include all of the information and footnotes required by
accounting principles generally accepted in the United States for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation have been included. Operating results for the fiscal quarter
ended March 31, 2005 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2005. The consolidated balance sheet at December 31, 2004 has been derived from audited financial
statements but does not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial statements. The interim financial information contained herein should be read in conjunction with the
consolidated financial statements and notes thereto for the year ended December 31, 2004 included
in the Companys Annual Report on Form 10-K. 3. Acquisition of General Aviation Holdings, LLC On January 14, 2005, NACH acquired all of the membership interests in General Aviation Holdings,
LLC (GAH), which, through its subsidiaries, operates two FBOs in California, for $50.3 million
(including transaction costs and working capital adjustments). The acquisition was paid for in
cash through additional long-term debt borrowings of $32 million under NACHs existing debt
facility with the remainder funded by proceeds from the IPO. NACH paid fees to the Macquarie Group for advisory services of $1 million, debt arranging services
of $160,000 and equity and debt underwriting services of $913,000 provided in connection with the
acquisition. The advisory fees have been capitalized and are included as part of the purchase
price of the acquisition. The debt arranging fees have been deferred and amortized over the life
of the relevant debt facility. The equity and debt underwriting fees have been expensed. In
addition, during the fiscal quarter ended March 31, 2005, NACH reimbursed the Macquarie Group for
$16,000 of out-of-pocket expenses incurred in connection with the acquisition of GAH. The acquisition has been accounted for under the purchase method of accounting. The results of
operations of GAH are included in the accompanying consolidated condensed statement of operations
since January 15, 2005. The allocation of the purchase price, including transaction costs, was as follows (in thousands): 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
 5




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The Company paid more than the fair value of the underlying net assets as a result of the
expectation of its ability to earn a higher rate of return from the acquired business than would be
expected if those net assets had to be acquired or developed separately. The value of the acquired
intangible assets was determined by taking into account risks related to the characteristics and
applications of the assets, existing and future markets and analyses of expected future cash flows
to be generated by the business. The airport contract rights are being amortized on a
straight-line basis over their estimated useful lives ranging from 20 to 30 years. The Company allocated $1.1 million of the purchase price to customer relationships in accordance
with EITF 02-17, Recognition of Customer Relationship Intangible Assets Acquired in a Business
Combination. The Company will amortize the amount allocated to customer relationships over a 9
year period. The pro forma impact of GAH on the consolidated results is not significant and, therefore, this pro
forma impact has not been presented. 4. Property, Equipment, Land and Leasehold Improvements Property, equipment, land and leasehold improvements consists of the following (in thousands): March 31, 2005
    
    
    December 31, 2004(unaudited)Land
    
    $
    47,017
    
    
    $
    47,017Easements
    
    
    5,624
    
    
    
    5,624Buildings
    
    
    30,346
    
    
    
    30,337Leasehold and land improvements
    
    
    73,839
    
    
    
    61,187Machinery and equipment
    
    
    126,524
    
    
    
    125,679Furniture and fixtures
    
    
    1,362
    
    
    
    1,247Construction in progress
    
    
    12,446
    
    
    
    12,178Property held for future use
    
    
    1,335
    
    
    
    1,317Other
    
    
    604
    
    
    
    528299,097
    
    
    
    285,114Less: Accumulated depreciation
    
    
    (3,591
    )
    
    
    (370
    )Property, equipment, land and leasehold improvements, net
    
    $
    295,506
    
    
    $
    284,744
 5. Intangible Assets Intangible assets consists of the following (in thousands): March 31, 2005
    
    
    December 31, 2004(unaudited)Weighted
    
    
    Gross
    
    
    
    
    
    
    GrossAverage
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Accumulated(Years)
    
    
    Value
    
    
    Amortization
    
    
    Value
    
    
    AmortizationContractual arrangements
    
    
    36.6
    
    
    $
    199,291
    
    
    $
    1,635
    
    
    $
    180,491
    
    
    $
    179Non-compete agreements
    
    
    2.6
    
    
    
    7,166
    
    
    
    768
    
    
    
    6,066
    
    
    
    49Customer relationships
    
    
    10.4
    
    
    
    25,590
    
    
    
    746
    
    
    
    24,490
    
    
    
    34Leasehold rights
    
    
    16.3
    
    
    
    6,509
    
    
    
    192
    
    
    
    6,758
    
    
    
    17Trade names
    
    
    Indefinite
    
    
    
    28,559
    
    
    
    
    
    
    
    28,559
    
    
    
    Domain names
    
    
    Indefinite
    
    
    
    7,987
    
    
    
    
    
    
    
    7,987
    
    
    
    Technology
    
    
    5.0
    
    
    
    460
    
    
    
    25
    
    
    
    460
    
    
    
    2$
    275,562
    
    
    $
    3,366
    
    
    $
    254,811
    
    
    $
    281
 Amortization expense for the fiscal quarter ended March 31, 2005 totaled $3.1 million. 6. Long Term Debt The Company capitalizes its operating businesses separately using non-recourse, project finance
style debt. The Company currently has no indebtedness at the MIC LLC, Trust or MIC Inc. level. 6




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Long-term debt consists of the following (in thousands): March 31, 2005
    
    
    December 31, 2004(unaudited)MDE 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
    
    
    4,668
    
    
    
    4,668447,144
    
    
    
    415,168Less: current portion
    
    
    96
    
    
    
    94Long-term portion
    
    $
    447,048
    
    
    $
    415,074
   (1)
    
    Macquarie District Energy, Inc. (MDE) is a wholly owned subsidiary of MDEH. Macquarie Bank Limited has provided $51.4 million of term loan financing to NACH which is included
in NACHs long-term debt. Interest paid on Macquarie Bank Limiteds portion of this loan for the
fiscal quarter ended March 31, 2005 was $726,000 and has been included in interest expense in the
accompanying consolidated condensed statement of operations. On January 14, 2005, NACH borrowed an additional $32 million from its credit facility, in
connection with the acquisition of GAH. In addition to the debt arranging fees paid to the
Macquarie Group disclosed in Note 3, financing costs of $244,000 were paid by NACH in January 2005
to Macquarie Bank Limited in relation to these additional borrowings. These financing costs are
included in Other assets  other, in the accompanying consolidated condensed balance sheet and are
amortized over the life of the long-term debt. 7. Comprehensive Income Total comprehensive income was $1.7 million for the fiscal quarter ended March 31, 2005. The
difference between net loss of $83,000 and comprehensive income is primarily attributable to the
change in fair value of interest rate swaps of $2.8 million, and an unrealized gain on marketable
securities of $1.7 million, offset in part by foreign currency translation adjustments of $2.7
million. 8. Stockholders Equity The Trust is authorized to issue 500,000,000 shares of trust stock, and the Company is authorized
to issue a corresponding number of LLC interests. Unless the Trust is dissolved, it must remain the
sole holder of 100% of the Companys LLC interests and, at all times, the Company will have the
identical number of LLC interests outstanding as shares of trust stock. Each share of trust stock
represents an undivided beneficial interest in the Trust, and each share of trust stock corresponds
to one underlying LLC interest in the Company. Each outstanding share of the trust stock is
entitled to one vote for each share on any matter with respect to which members of the Company are
entitled to vote. 9. Reportable Segments The Companys operations are classified into four reportable business segments: Airport Services
Business  Atlantic, Airport Services Business  AvPorts, Airport Parking Business, and District
Energy Business. All of the business segments are managed separately. The reportable segments of Airport Services Business  Atlantic and Airport Services Business 
AvPorts principally derive income from fuel sales and from airport services. Airport services
revenue includes fuel, de-icing, aircraft parking, airport management and other aviation services.
All of the revenues of the airport services businesses are derived in the United States. The
Atlantic business operates 12 FBOs, and the AvPorts business operates 5 FBOs and 1 heliport and
manages 5 airports under management contracts. 7




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The revenues from the Airport Parking Business reportable segment are included in service revenues
and primarily consist of off-airport parking and ground transportation to and from the parking
facilities and the airport terminals. The Airport Parking Business operates 24 off-airport parking
facilities located in California, Arizona, Colorado, Texas, Georgia, Tennessee, Missouri,
Pennsylvania, Connecticut, New York, New Jersey and Illinois. The revenues from the District Energy Business reportable segment are included in service revenues
and financing and equipment lease income. Included in service revenues are capacity charge revenues
which relate to monthly fixed contract charges, and consumption revenues which relate to
contractual rates applied to actual usage. Financing and equipment lease income relate to direct
financing lease transactions and equipment leases to the Companys various customers. The Company
provides such services to buildings throughout the greater Chicago area and to the Aladdin Resort
and Casino and shopping mall located in Las Vegas, Nevada. Selected information by reportable segment is presented in the following tables (in thousands): Revenue from external customers for the Companys segments for the fiscal quarter ended March 31,
2005 are as follows: Airport
    
    
    DistrictAtlantic
    
    
    AvPorts
    
    
    Parking
    
    
    Energy
    
    
    TotalRevenue from Product SalesFuel sales
    
    $
    22,828
    
    
    $
    7,559
    
    
    $
    
    
    
    $
    
    
    
    $
    30,38722,828
    
    
    
    7,559
    
    
    
    
    
    
    
    
    
    
    
    30,387Service RevenueDe-icing revenue
    
    
    
    
    
    
    2,271
    
    
    
    
    
    
    
    
    
    
    
    2,271Other services
    
    
    8,805
    
    
    
    3,481
    
    
    
    
    
    
    
    553
    
    
    
    12,839Cooling capacity revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,059
    
    
    
    4,059Cooling consumption revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,528
    
    
    
    1,528Parking services
    
    
    
    
    
    
    
    
    
    
    13,309
    
    
    
    
    
    
    
    13,3098,805
    
    
    
    5,752
    
    
    
    13,309
    
    
    
    6,140
    
    
    
    34,006Financing and Lease IncomeFinancing and equipment lease
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,342
    
    
    
    1,342
    
    
    
    
    
    
    
    
    
    
    
    1,342
    
    
    
    1,342Total Revenue
    
    $
    31,633
    
    
    $
    13,311
    
    
    $
    13,309
    
    
    $
    7,482
    
    
    $
    65,735
 Financial data by reportable business segments are as follows (in thousands): For the Fiscal Quarter Ended March 31, 2005
    
    
    At March 31, 2005(unaudited)
    
    
    (unaudited)Property,Equipment, LandandSegment
    
    
    Interest
    
    
    Depreciation/
    
    
    Capital
    
    
    Leasehold
    
    
    TotalProfit(1)
    
    
    Expense
    
    
    Amortization(2)
    
    
    Expenditures(3)
    
    
    Improvements
    
    
    AssetsAirport Services  Atlantic
    
    $
    18,242
    
    
    $
    2,683
    
    
    $
    2,697
    
    
    $
    519
    
    
    $
    57,810
    
    
    $
    376,440Airport Services  AvPorts
    
    
    7,280
    
    
    
    784
    
    
    
    769
    
    
    
    78
    
    
    
    20,183
    
    
    
    92,556Airport Parking
    
    
    3,203
    
    
    
    2,126
    
    
    
    1,112
    
    
    
    469
    
    
    
    66,970
    
    
    
    205,494District Energy
    
    
    2,660
    
    
    
    2,194
    
    
    
    1,728
    
    
    
    251
    
    
    
    150,543
    
    
    
    252,718Total
    
    $
    31,385
    
    
    $
    7,787
    
    
    $
    6,306
    
    
    $
    1,317
    
    
    $
    295,506
    
    
    $
    927,208
 The above table does not include financial data for our equity and cost investments.   (1)
    
    Segment profit includes revenues less cost of sales. For the Airport Parking and District
Energy businesses, depreciation expense of $503,000 and $1.4 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 $438,000. 8




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##### Table of Contents



Reconciliation of total reportable segment assets to total consolidated assets at March 31, 2005
(in thousands): Total reportable segment of assets
    
    $
    927,208Equity and cost investments:Investment in Yorkshire Link
    
    
    76,978Investment in SEW
    
    
    38,786Investment in MCG
    
    
    72,130Corporate and other
    
    
    366,783Less: Consolidation entries
    
    
    (238,277
    )Total consolidated assets
    
    $
    1,243,608
 Reconciliation of total reportable segment profit to total consolidated loss before income taxes
and minority interests for the period January 1, 2005 to March 31, 2005 (in thousands): Total reportable segment profit
    
    $
    31,385Selling, general and administrative expenses
    
    
    (19,163
    )Fees to Manager
    
    
    (1,943
    )Depreciation and amortization (1)
    
    
    (4,412
    )5,867Other expense, net
    
    
    (5,921
    )Total consolidated loss before income taxes and minority interests
    
    $
    (54
    )
   (1)
    
    Does not include depreciation expense for the Airport Parking and District Energy businesses
which are included in total reportable segment profit. 10. Related Party Transactions Management Services Agreement with Macquarie Infrastructure Management (USA) Inc. (MIMUSA) The Company entered into a management services agreement (Management Agreement) with MIMUSA dated
December 21, 2004 pursuant to which MIMUSA manages the Companys day-to-day operations and oversees
the management teams of the Companys operating businesses. In addition, MIMUSA has seconded a
Chief Executive Officer and a Chief Financial Officer to the Company and makes other personnel
available as required. In accordance with the Management Agreement, MIMUSA is entitled to a quarterly base management fee
based primarily on the Trusts market capitalization and a performance fee, as defined, based on
the performance of the trust stock relative to a benchmark index. For the fiscal quarter ended
March 31, 2005, a base management fee of $1.9 million was payable to MIMUSA. There were no
performance fees payable to MIMUSA for the fiscal quarter ended March 31, 2005. Advisory and Other Services from the Macquarie Group During the fiscal quarter ended March 31, 2005, the Macquarie Group, through its wholly-owned group
company, Macquarie Securities (USA) Inc., provided various advisory services and incurred expenses
in connection with the acquisition of GAH and the associated debt required for this acquisition.
Details on the amounts paid to the Macquarie Group in connection with these services are disclosed
in Note 3. Related Party Loans Macquarie Bank Limited has extended a loan to a subsidiary within our group. Details on this loan
are disclosed in Note 6. 9




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##### Table of Contents



11. Income Taxes Macquarie Infrastructure Company Trust is classified as a grantor trust for U.S. federal income tax
purposes, and therefore is not subject to income taxes. Macquarie Infrastructure Company LLC is
treated as a partnership for U.S. federal income tax purposes and is also not subject to income
taxes. MIC Inc. and its wholly-owned subsidiaries are subject to income taxes. The Company records its income taxes in accordance with SFAS 109 Accounting for Income Taxes.
For the fiscal quarter ended March 31, 2005, MIC Inc. had a consolidated book loss of $701,000.
Due to the lack of operating history, we have applied a full valuation allowance on this loss. 12. Legal Proceedings and Contingencies The following discussion supplements the legal proceedings described in our Annual Report on Form
10-K for the fiscal year ended December 31, 2004. Saur International had been engaged by SEW, then owned by Saur UK and part of the Bouygues Group,
to develop and implement a new billing system for SEW, for completion by the end of 2004.
Following extended delays and technical problems with the software, SEW notified Saur International
of its intention to terminate the project in December 2004. By the end of January 2005, the
parties were unable to reach agreement or agree to mediate the dispute. In March 2005, SEW initiated a claim against Saur International through arbitration with the
International Chamber of Commerce in France for £13.2 million to recover amounts paid to Saur
International for the purchase of the customer billing system and costs incurred as a result of
having to terminate the project. On April 4, 2005, SEW was notified that Saur International had
responded with a counterclaim of 6.1 million allegedly representing unpaid invoices, damages
suffered and costs incurred. On April 14, 2005, James and Catherine Dinnall filed a complaint in the Superior Court of New
Jersey, Essex County, naming several defendants, including Atlantic Aviation Services, Inc. and
AvPorts, Inc., based on injuries allegedly suffered when a Challenger CL-600 aircraft failed to
ascend during take off from the Teterboro Airport and ran off of the runway, the airport grounds,
onto and across a public highway. The complaint alleges, among other things, negligence in the
inspection, service and maintenance of the aircraft and in permitting an allegedly unfit aircraft
to be used on the runway. The complaint seeks an unspecified amount of compensatory and punitive
damages and costs of suit. Although it is not possible to predict the outcome of the litigation at
this early stage, the company believes it has a strong defense. Atlantic did not service the
aircraft in question. AvPorts, which manages the Teterboro Airport, understands, based on a
preliminary FAA investigation, that there is no evidence to suggest that pavement surface or any
other condition at the airport was a contributing factor. 13. Subsequent Events On April 19, 2005, the Company issued 433,001 shares of trust stock to MIMUSA as consideration for
the $12.1 million performance fee due for the fiscal quarter ended December 31, 2004. On May 14, 2005, our board of directors declared a dividend of $0.50 per share for the quarter
ended March 31, 2005, and an additional dividend of $0.0877 per share for the period ended December
31, 2004. The dividend payments will be made to holders of record on
June 2, 2005. 10




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NORTH AMERICA CAPITAL HOLDING COMPANY
(Predecessor to Macquarie Infrastructure Company Trust and Successor to Executive Air Support, Inc.) 
 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2004
(Unaudited)
($ in thousands) RevenuesFuel revenue
    
    $
    17,787Service revenue
    
    
    6,681Total revenue
    
    
    24,468Cost of revenue  fuel
    
    
    9,068Cost of revenue  service
    
    
    661Gross profit
    
    
    14,739Selling, general, and administrative expenses
    
    
    9,356Depreciation
    
    
    535Amortization
    
    
    366Operating profit
    
    
    4,482Other income (expense):Other expense
    
    
    (5,220
    )Interest expense
    
    
    (1,098
    )Interest income
    
    
    7Loss before income taxes
    
    
    (1,829
    )Benefit for income taxes
    
    
    (732
    )Net loss
    
    $
    (1,097
    )Net loss applicable to common stockholders:Net loss
    
    $
    (1,097
    )Less: Preferred stock dividends
    
    
    (1,340
    )Net loss applicable to common stockholders
    
    $
    (2,437
    )
 See accompanying note to the consolidated condensed financial statements. 11




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NORTH AMERICA CAPITAL HOLDING COMPANY
(Predecessor to Macquarie Infrastructure Company Trust and Successor to Executive Air Support, Inc.) 
 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2004
(Unaudited)
($ in thousands) Cash flows from operating activities:Net loss
    
    $
    (1,097
    )Adjustments to reconcile net loss to net cash provided by operating activities:Fair value adjustment for outstanding warrant liability
    
    
    5,201Depreciation and amortization
    
    
    901Noncash interest expense and other
    
    
    153Deferred taxes
    
    
    (1,449
    )Changes in assets and liabilities:Accounts receivable
    
    
    (715
    )Prepaid expenses and other
    
    
    710Accounts payable
    
    
    126Deferred hanger rent
    
    
    (22
    )Taxes payable
    
    
    1,185Accrued liabilities
    
    
    (273
    )Net cash provided by operating activities
    
    
    4,720Cash flows from investing activities:Capital expenditures
    
    
    (940
    )Deposits
    
    
    (71
    )Other assets
    
    
    127Net cash used in investing activities
    
    
    (884
    )Cash flows from financing activities:Payment on short-term note payable
    
    
    (2,349
    )Payment of long-term debt, net
    
    
    (1,266
    )Borrowings from revolving credit agreement
    
    
    (1,000
    )Net cash used in financing activities
    
    
    (4,615
    )Decrease in cash and cash equivalents
    
    
    (779
    )Cash and cash equivalents, beginning of period
    
    
    2,438Cash and cash equivalents, end of period
    
    $
    1,659
 See accompanying note to the consolidated condensed financial statements. 12




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NORTH AMERICA CAPITAL HOLDING COMPANY
(Predecessor to Macquarie Infrastructure Company Trust and Successor to Executive Air Support, Inc.) 
 NOTE TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)  1.
    North America Capital Holding Company is the predecessor company to Macquarie
Infrastructure Company Trust and is the successor to Executive Air Support, Inc. In
accordance with SEC disclosure requirements we have included a consolidated condensed
statement of operations and a consolidated condensed statement of cash flows for the three
months ended March 31, 2004. We have omitted all financial notes relating to these
accompanying statements, as such information can be found in the
previously filed Annual Report on Form 10-K for the fiscal year ended
December 31, 2004. 13




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of the financial condition and results of operations of the company
should be read in conjunction with the consolidated condensed financial statements and the notes to
those statements included elsewhere herein. This discussion contains forward looking statements
that involve risks and uncertainties and are made under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Words such as anticipates, expects, intends,
plans, believes, seeks, estimates, and similar expressions identify such forward-looking
statements. Our actual results and timing of certain events could differ materially from those
anticipated in these forward-looking statements as a result of certain factors, including, but not
limited to, those set forth under Risk Factors in Part I, Item 1A of our Annual Report on Form
10-K for the fiscal year ended December 31, 2004. Unless required by law, we can undertake no
obligation to update forward-looking statements. Readers should also carefully review the risk
factors set forth in other reports and documents filed from time to time with the SEC. Except as otherwise specified, Macquarie Infrastructure Company, we, us, and our refer to
both the Trust and the Company and its subsidiaries together. Macquarie Infrastructure Management
(USA) Inc., which we refer to as our Manager or MIMUSA, is part of the Macquarie Group of
companies, which we refer to as the Macquarie Group, which comprises Macquarie Bank Limited and its
subsidiaries and affiliates worldwide. Macquarie Bank Limited is headquartered in Australia and is
listed on the Australian Stock Exchange. GENERAL Macquarie Infrastructure Company Trust (the Trust), a Delaware statutory trust, was formed on
April 13, 2004. Macquarie Infrastructure Company LLC (the Company), a Delaware limited liability
company, was also formed on April 13, 2004. The Trust is the sole holder of 100% of the LLC
interests of the Company. Prior to December 21, 2004, the Trust was a wholly-owned subsidiary of
MIMUSA. We own, operate and invest in a diversified group of infrastructure businesses, which are
businesses that provide basic, everyday services, such as parking, roads and water, through
long-life physical assets. These infrastructure businesses operate in sectors with limited
competition and high barriers to entry. As a result, they have sustainable and growing long-term
cash flows. We operate and finance our businesses in a manner that maximizes these cash flows. On December 21, 2004, we completed our initial public offering (IPO) and concurrent private
placement, issuing a total of 26,610,000 shares of trust stock at a price of $25.00 per share.
Total gross proceeds were $665,250,000, before offering costs and underwriting fees at March 31,
2005 of $51,721,449. MIMUSA purchased two million shares ($50 million) of the total shares
outstanding, through a private placement. The majority of the proceeds were used to acquire our
initial infrastructure businesses and investment. We acquired the Atlantic, AvPorts, Thermal Chicago, Northwind Aladdin and Macquarie Yorkshire
businesses and made our investments in South East Water (SEW) and Macquarie Communications
Infrastructure Group (MCG) on December 22, 2004 and acquired our interest in Macquarie Parking on
December 23, 2004. These acquisitions were effected by purchasing the shares of North America
Capital Holding Company (NACH), Macquarie Airports North America, Inc. (MANA), Macquarie
District Energy Holdings, LLC (MDEH), Macquarie Americas Parking Corporation (MAPC), Macquarie
Yorkshire Limited (MYL), stapled securities in MCG and ordinary shares and Preferred Equity
Certificates, or PECs, in Macquarie Luxembourg. On January 14, 2005 we acquired General Aviation
Holdings, LLC (GAH), which became a subsidiary of NACH. Consequently, the results of GAH from
the date of its acquisition are reflected in NACHs results of operations for the quarter ended
March 31, 2005. The purchases of Atlantic, AvPorts, Thermal Chicago, Northwind Aladdin, Macquarie Parking and GAH
were recorded by us using the purchase method of accounting, due to our ability to control each
business. MCG is accounted for as an available for sale investment and SEW is recorded under the
cost method of accounting.
Macquarie Yorkshire, through its 50% ownership of Connect M1-A1 Holdings Limited, or CHL,
effectively owns 50% of Connect M1-A1 Limited. Our investment in CHL is accounted for under the
equity method of accounting. 14




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##### Table of Contents



We are dependent upon cash distributions from our businesses and investments to meet our corporate
overhead and management fee expenses and to pay dividends. We expect to receive dividends from our
airport services business, airport parking business and district energy business through our
directly owned holding company Macquarie Infrastructure Company Inc. (MIC Inc.) for all of our
businesses based in the United States. We will receive interest and principal on our subordinated
loans to, and dividends from, our toll road business and dividends from our investments in MCG and
SEW through directly owned holding companies that we have formed to hold our interest in each
business and investment. Distributions received from our businesses and investments by the above-mentioned directly owned
subsidiaries of the Company, net of any tax payable by these subsidiaries, are available first to
meet management fees and corporate overhead expenses of these subsidiaries, the Company and the
Trust and then to fund dividend payments by the Company to the Trust and then to holders of Trust
stock. Base and performance management fees payable to our Manager are allocated between the
Company and the directly owned subsidiaries based on the Companys internal allocation policy. On May 14, 2005 our Board of Directors declared a dividend of $0.50 per share for the quarter ended
March 31, 2005, and an additional dividend of $0.0877 per share for the period ended December 31,
2004. The dividend payments will be made to holders of record on
June 2, 2005. RESULTS OF OPERATIONS We acquired our businesses and investments in December, 2004 and January, 2005 and therefore cannot
provide a comparison between our consolidated results for the first quarter of 2005 with any prior
period. We have provided a comparison of the results of our operations by business segment for the
quarter ended March 31, 2005 with the results of those businesses and investments (unconsolidated)
for the quarter ended March 31, 2004. Our consolidated results of operations are summarized below (in thousands): Quarter EndedMarch 31, 2005RevenuesRevenue from fuel sales
    
    $
    30,387Service revenue
    
    
    34,006Financing and equipment lease income
    
    
    1,34265,735Costs and expensesCost of fuel sales
    
    
    17,095Cost of services
    
    
    17,256Selling, general and administrative expenses
    
    
    19,162Fees to manager
    
    
    1,943Depreciation expense
    
    
    1,327Amortization of intangibles
    
    
    3,08559,868Operating income
    
    
    5,867Other income (expense)Interest income
    
    
    1,099Interest expense
    
    
    (7,758
    )Equity in income and amortization charges of investee
    
    
    1,653Other expense, net
    
    
    (915
    )Net loss before income taxes and minority interests
    
    
    (54
    )Income taxes
    
    
    Net loss before minority interests
    
    
    (54
    )Minority interests
    
    
    29Net loss
    
    $
    (83
    )
 15




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##### Table of Contents



We recognized a net loss of $83,000 in the first quarter of 2005. Our airport services business
contributed $1.4 million of net income. We recorded a further $1.7 million net income from our 50%
equity investment in CHL, net of amortization of $1.2 million. Offsetting these positive results were net losses of approximately $412,000 and $762,000 at the
airport parking and district energy businesses, respectively. These losses were primarily due to
increased direct expenses in the airport parking business associated with the new locations opening
during late 2004, increased interest expense for the district energy business arising from the
funding for the acquisitions of Thermal Chicago and Northwind Aladdin, and increased depreciation
expense in the district energy business resulting from the increase in fair value of assets due to
the acquisitions. We also recorded $1.9 million in base management fees earned by our Manager. We have included EBITDA, a non-GAAP financial measure, on both a consolidated basis as well as for
each segment as we consider it to be an important measure of our overall performance. We believe
EBITDA provides additional insight into the performance of our operating companies and our ability
to service our obligations and support our ongoing dividend policy. A reconciliation of net loss to
earnings before interest, taxes, depreciation and amortization
(EBITDA) is provided below (in thousands): Quarter EndedMarch 31, 2005Net loss
    
    $
    (83
    )Interest expense, net
    
    
    6,659Income taxes
    
    
    Depreciation (1)
    
    
    3,221Amortization
(2)
    
    
    3,085EBITDA
    
    $
    12,882
   (1)
    
    Includes depreciation expense of $503,000 for the airport parking business and $1.4
million 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 related to intangible assets acquired in connection
with our acquisition of our toll road business. BUSINESS SEGMENT OPERATIONS Airport Services Business NACH (Atlantic) The following section summarizes the historical consolidated financial performance of NACH for
the quarter ended March 31, 2005. The comparative quarter ended March 31, 2004 represents the
results of operations of EAS, the holding company for Atlantic. The 2005 first quarter results also
include the operating results of GAH from the acquisition date of January 14, 2005. 16




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##### Table of Contents



Quarter
    
    
    QuarterEnded
    
    
    EndedMarch 31, 2005
    
    
    March 31, 2004($ in thousands)Fuel revenue
    
    $
    22,828
    
    
    $
    17,787Non-fuel revenue
    
    
    8,805
    
    
    
    6,681Total revenue
    
    
    31,633
    
    
    
    24,468Cost of revenue  fuel
    
    
    12,581
    
    
    
    9,068Cost of revenue  non-fuel
    
    
    810
    
    
    
    661Total cost of revenue
    
    
    13,391
    
    
    
    9,729Fuel gross profit
    
    
    10,247
    
    
    
    8,719Non-fuel gross profit
    
    
    7,995
    
    
    
    6,020Gross profit
    
    
    18,242
    
    
    
    14,739Selling, general and administrative expenses
    
    
    (10,666
    )
    
    
    (9,356
    )Depreciation and amortization
    
    
    (2,697
    )
    
    
    (901
    )Operating income
    
    
    4,879
    
    
    
    4,482Other expense
    
    
    (920
    )
    
    
    (5,220
    )Interest expense, net
    
    
    (2,640
    )
    
    
    (1,091
    )(Provision) benefit for income taxes
    
    
    (632
    )
    
    
    732Net income (loss)
    
    $
    687
    
    
    $
    (1,097
    )Reconciliation of net income (loss) to EBITDAInterest expense, net
    
    
    2,640
    
    
    
    1,091Provision (benefit) for income taxes
    
    
    632
    
    
    
    (732
    )Depreciation and amortization
    
    
    2,697
    
    
    
    901EBITDA
    
    $
    6,656
    
    
    $
    163
 Quarter Ended March 31, 2005 Compared to Quarter Ended March 31, 2004 Key Operating Results Key factors influencing the quarter ended March 31, 2005 were as follows:  
    Contribution of strong operating results from two new
California FBOs acquired in January 2005
    Jet fuel volumes at existing locations increased by 3.2% excluding contract conversions
    Conversion of two key customers to into-plane fueling contracts
    Non-renewal of one into-plane customer at one location in July 2004 Fuel Revenue and Fuel Gross Profit In the first quarter 2005, the inclusion of GAH since January 15, 2005 increased fuel volumes by
24.8%. This increase was offset primarily by the conversion to into-plane contracts (as described
below) which contributed to a 17.4% decline in jet fuel volume. Excluding volume declines caused by
these contract conversions, fuel volumes at existing locations increased by 3.2%. As a result, our
overall jet fuel volume increased 10.5% compared to the first quarter 2004. During the second half of 2004, NACH renegotiated certain fuel supply contracts with two large
customers. These customers converted from regular fuel sales to contracts where Atlantic delivers
customer-owned fuel to the customers for a specified fee. These arrangements are known as
into-plane fueling. For accounting purposes revenue and gross profit from into-plane fueling is
classified in our results as non-fuel revenue and non-fuel gross profit. The reclassification of
revenue and gross profit derived from these large customers from fuel to non-fuel affects the
comparison of the 2005 first quarter results with the 2004 first quarter results. Revenue in
particular is not comparable as into-plane records only the fee, but does not record the cost of
fuel as part of revenue. This reflects the fact that Atlantic is not taking any commodity risk
with respect to fuel and is only providing a service. 17




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##### Table of Contents



We earned $22.8 million in fuel revenue during the first quarter of 2005, a $5 million increase
over the first quarter of 2004. $3.2 million of this increase was attributable to a 15.9% increase
in average jet fuel prices and $1.8 million was attributable to an overall increase of 10.5% in jet
fuel volume sold as discussed above. We earned $10.2 million in fuel gross profit during the first quarter of 2005, a $1.5 million
increase over the first quarter of 2004. $588,000 of this increase was attributable to an increase
in average dollar fuel margins and $941,000 was attributable to an overall increase in jet fuel
volumes sold as discussed above. GAH contributed $2.4 million to the increase in fuel gross profit.
Excluding GAH, fuel gross profit decreased by $842,000 due to the decrease in fuel volumes from the
conversion to into-plane contracts ($1.5 million), which is now classified as part of non-fuel
gross profit, offset by an increase in average dollar fuel margins and an increase in gallons sold
to other customers. We generally pursue a strategy of keeping margins steady and thereby pass any
increase in fuel prices to the customer. As a result, as fuel prices increase our profit margin,
in percentage terms will decrease. Non-Fuel Revenue and Non-Fuel Gross Profit Non-fuel revenue increased by $2.1 million to $8.8 million, a 31.8% increase, and non-fuel gross
profit increased by $2 million to $8 million. Part of this increase was due to the addition of GAH,
which contributed $1.2 million of revenue and $1 million of profit. Excluding GAH and the
conversion to into-plane revenue discussed above, non-fuel revenues and profits decreased due to
the non-renewal of an into-plane contract at one of our locations in July 2004 which had only been
partially replaced with retail fuel customers in the first quarter of 2005, offset by increased
hangar rental revenue due to new rental arrangements at one of our locations. Our gross profit, comprising of our fuel gross profit and non-fuel gross profit, was $18.2 million
for the first quarter of 2005, a 23.8% increase over the first quarter of 2004. GAH contributed
$3.4 million to the increase. Excluding GAH, gross profit remained relatively flat. Selling, General and Administrative Expenses Selling, general and administrative expenses were $10.7 million for the first quarter of 2005, an
increase of $1.3 million. GAH contributed $1.5 million to increased selling, general and
administrative expenses. Excluding GAH, expenses declined by $213,000 or 2.3% from the first
quarter of 2004. The decrease was largely attributable to lower head office labor expenses and a
reduction in marketing expenses due to more selective customer targeting in print advertising.
These decreases were partially offset by higher professional service fees due to the accelerated
timing of the year end audit. Depreciation and Amortization Depreciation and amortization expense increased by $1.8 million, reflecting the increase in fair
value of Atlantics net assets upon the acquisition of Atlantic by NACH. Operating Income Operating income increased by $397,000 in the first quarter of 2005 largely due the acquisition of
GAH, partially offset by higher depreciation and amortization expense. Other Expense Other expense in the first quarter 2004 results consisted of $5.2 million in expense attributable
to then outstanding warrants that were subsequently cancelled in connection with the acquisition of
Atlantic by NACH, which are non recurring. Other expense in the first quarter of 2005 included
$913,000 in underwriting fees incurred in relation to the acquisition of GAH which were funded
through the proceeds of the offering. 18




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Interest Expense, Net Net interest expense increased by $1.5 million due to the increase in the level of debt incurred
after NACHs acquisition of Atlantic and the acquisition of GAH in the first quarter of 2005.
NACHs current debt balance is $160.5 million, of which 75% is hedged until October 2009 through
interest rate swaps. Net Income (Loss) Atlantics net income for the first quarter of 2005 was $687,000, an increase of $1.8 million over
the first quarter of 2004 largely as a result of higher operating income and the significant
decrease in other expense. EBITDA NACH earned $6.7 million in EBITDA in the first quarter of 2005, an increase of $6.5 million. This
increase was due to a number of factors. First quarter 2004 EBITDA was impacted by the inclusion of
acquisition related expenses of $5.2 million compared to $913,000 in the first quarter of 2005. In
addition, 2005 includes the purchase of GAH, which contributed $1.9 million to EBITDA. Excluding
the impact of GAH and the acquisition costs, EBITDA would have increased by 5.6% or $303,000,
largely due to an increase in fuel gross profit and reductions in marketing expenses and lower head
office labor expenses and despite lost revenue from the non-renewal of an into-plane contract. MANA (AvPorts) The following table summarizes the historical consolidated financial performance of MANA for the
quarter ended March 31, 2005 and for the quarter ended March 31, 2004. MANA was acquired by us on
December 22, 2004 and the 2005 results of operations reflect our new basis in the acquired assets. 19




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Quarter Ended
    
    
    Quarter EndedMarch 31, 2005
    
    
    March 31, 2004($ in thousands)Fuel revenue
    
    $
    7,559
    
    
    $
    6,265Non-fuel revenue
    
    
    5,752
    
    
    
    4,863Total revenue
    
    
    13,311
    
    
    
    11,128Cost of revenue  fuel
    
    
    4,514
    
    
    
    3,071Cost of revenue  non-fuel
    
    
    1,517
    
    
    
    1,352Total cost of revenue
    
    
    6,031
    
    
    
    4,423Fuel gross profit
    
    
    3,045
    
    
    
    3,194Non-fuel gross profit
    
    
    4,235
    
    
    
    3,511Gross profit
    
    
    7,280
    
    
    
    6,705Selling, general and administrative expenses
    
    
    (4,518
    )
    
    
    (4,061
    )Depreciation and amortization
    
    
    (769
    )
    
    
    (1,583
    )Operating income
    
    
    1,993
    
    
    
    1,061Interest expense, net
    
    
    (784
    )
    
    
    (916
    )Other expense
    
    
    (2
    )
    
    
    (10
    )Provision for income taxes
    
    
    (511
    )
    
    
    (151
    )Net income (loss)
    
    $
    696
    
    
    $
    (16
    )Reconciliation of net income (loss) to EBITDAInterest expense, net
    
    
    784
    
    
    
    916Provision for income taxes
    
    
    511
    
    
    
    151Depreciation and amortization
    
    
    769
    
    
    
    1,583EBITDA
    
    $
    2,760
    
    
    $
    2,634
 Quarter Ended March 31, 2005 Compared to Quarter Ended March 31, 2004 Key Operating Results Key factors influencing the quarter ended March 31, 2005 were as follows:  
    Strong de-icing revenues as a result of the cold winter in
the northeast
    Jet fuel volume increased 3.1% compared to the same period last year
    Average jet fuel dollar margins decreased due to a non-cash inventory adjustment Fuel Revenue and Fuel Gross Profit MANA earned $7.6 million in fuel revenue during the first quarter of 2005, an increase of $1.3
million. $195,000 of the fuel revenue increase was attributable to a 3.1% increase in gallons of
jet fuel sold. $1.1 million was attributable to an increase in jet fuel prices. Fuel gross profit decreased by 4.7% in the first quarter of 2005, due primarily to a 6.4% decrease
in average jet fuel dollar margin per gallon, which reduced fuel gross profit by $196,000. This
was largely due to higher margins in the first quarter of 2004 resulting from a non-cash accounting
adjustment to inventory values which lowered cost of sales in that quarter. Absent this adjustment,
average jet fuel margins would have increased 2.7% period over period. Volumes of jet fuel sold
increased 3.1% as a result of an increase in the general aviation activity at most locations. This
increase contributed $85,000 to fuel gross profit. 20




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Non-Fuel Revenue and Non-Fuel Gross Profit MANAs $889,000 increase in non-fuel revenue to $5.8 million, resulted largely from an increase in
commercial de-icing revenue at our northeast locations due to colder weather conditions. This also
produced the $724,000 increase in non-fuel gross profit. Selling, General and Administrative Expenses Selling, general and administrative expenses increased by $457,000, or 11%, largely due to a
$258,000 increase in professional fees. Audit fees were higher due to additional expenses related
to being part of a consolidated public company as well as earlier timing of the audit in 2005.
Legal fees also increased due to our review of selected opportunities at our locations which will
normalize through the year. Also contributing to the increase, insurance costs increased by
$67,000 due to an increase in the amount accrued for workers compensation insurance. The remaining
$132,000 increase was largely due to the increase in fuel volume sold at AvPorts FBOs. Depreciation and Amortization Depreciation and amortization expense decreased by $814,000 due to lower amortization for a
non-compete agreement. At the time of MANAs acquisition of AvPorts in November 2002, MANA paid
$7.5 million to the vendor under an agreement that precluded the vendor from competing with MANA.
This non-compete agreement was amortized over two years, ending in November 2004. Operating Income Operating income increased by $932,000 in the first quarter of 2005 due to a combination of
increases in non-fuel gross profit and lower amortization expense, offset by higher selling,
general and administrative expenses. Interest Expense, Net MANAs interest expense decreased by $132,000. Senior debt interest expense included non-cash
amortization of debt issuance costs of $165,000 in the first quarter of 2004, which was eliminated
as part of our acquisition of MANA. MANAs current debt balance is $36 million, of which 75% is
hedged until November 2007 through interest rate swaps. Interest expense in the first quarter of
2005 included $294,000 of interest payable on the subordinated debt issued by MANA, which we own.
Since we consolidate MANA, the interest expense for this subordinated debt is eliminated from our
consolidated condensed financial statements. Net Income (Loss) MANAs net income for the quarter ended March 31, 2005 was $696,000, an increase of $712,000 over
the first quarter of 2004 as a result of higher gross profit and lower amortization expense, offset
by higher income tax expense due to the increase in operating income. EBITDA MANA earned $2.8 million in EBITDA in the first quarter of 2005, an increase of $126,000. This was
due to de-icing revenue, which led to higher gross profit despite lower dollar jet fuel margins.
These increases were offset by increases in selling, general and administrative expenses due to the
increased fuel volumes sold, higher professional and audit fees and higher insurance costs. Airport Parking Business The following table summarizes the historical consolidated financial performance of MAPC for the
quarter ended March 31, 2005, and the quarter ended March 31, 2004. MAPC was acquired by us on
December 23, 2004 and the 2005 results of operations reflect our new basis in the acquired assets. 21




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Quarter Ended
    
    
    Quarter EndedMarch 31, 2005
    
    
    March 31, 2004($ in thousands)Revenue
    
    $
    13,309
    
    
    $
    12,156Direct expenses(1)
    
    
    10,106
    
    
    
    8,400Gross profit
    
    
    3,203
    
    
    
    3,756Selling, general and administrative expenses
    
    
    (955
    )
    
    
    (916
    )Amortization of intangibles
    
    
    (609
    )
    
    
    (781
    )Operating income
    
    
    1,639
    
    
    
    2,059Interest expense, net
    
    
    (2,114
    )
    
    
    (1,971
    )Other expense
    
    
    (25
    )
    
    
    Provision for income taxes
    
    
    
    
    
    
    Minority interest in loss (income) of consolidated subsidiaries
    
    
    88
    
    
    
    (27
    )Net (loss) income
    
    $
    (412
    )
    
    $
    61Reconciliation of net (loss) income to EBITDAInterest expense, net
    
    
    2,114
    
    
    
    1,971Provision for income taxes
    
    
    
    
    
    
    Depreciation
    
    
    503
    
    
    
    559Amortization of intangibles
    
    
    609
    
    
    
    781EBITDA
    
    $
    2,814
    
    
    $
    3,372
   (1)
    
    Includes depreciation expense of $503,000 and $559,000 for the quarters ended March 31, 2005
and 2004, respectively. Quarter Ended March 31, 2005 Compared to Quarter Ended March 31, 2004 Key Operating Results Key factors influencing the quarter ended March 31, 2005 were as follows:  
    Customers using our existing parking facilities increased by
8.3% compared to the same period in 2004
    Marketing initiatives focused on growing customers through
discount pricing-review of pricing policy and discounts underway
    Lower EBITDA primarily reflects costs of development of new
locations, increasing our national
network Revenue MAPC revenue in the quarter ended March 31, 2005 of $13.3 million was 9.5% higher than in the
quarter ended March 31, 2004 due to growth from our pre-existing sites, which increased by 5.3% or
$600,000. This was due to the results of our marketing initiatives and an overall increase in air passenger
traffic at airports at which the business operates. Revenues from the development of new locations
at Oakland, St. Louis and Newark for the 2005 quarter were $769,000. Revenue in the first quarter
of 2004 included $250,000 from the early termination of a long-term employee lot agreement at our
Oakland location. Average daily overnight occupancy increased from approximately 13,100 vehicles in the quarter
ended March 31, 2004 to approximately 14,675 vehicles in the quarter ended March 31, 2005, an
increase of 12%. Growth in existing sites was 5.1%. This measure represents the occupancy at the
lowest point of the day and does not reflect turnover and intra-day activity. We also measure the
total number of cars out which represents the number of customers who arrive and depart within
the quarter. For the quarter ended March 31, 2005 the total
number of cars out was 351,000. The number of cars out at existing
locations in the quarter ended March 31, 2005 was 8.3% higher than the same period in 2004. Although the number of cars
using our facilities has increased over 2004 at the majority of our
locations, our airport parking business has sufficient capacity to accommodate further growth. At locations where we are
operating at peak capacity intra day, we are exploring our available options to expand capacity of
these locations, including additional overflow facilities and the use of car lifts. 22




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We are also reviewing our pricing policies and will seek to increase fees or reduce discounts where
feasible. On average we have offered discounts to customers of up to 50%, depending on the service
provided compared to similar services offered by other airport facilities. Direct Expenses Direct expenses for the quarter ended March 31, 2005 increased by $1.7 million to $10.1 million
mainly due to costs associated with developing additional locations in Oakland, Newark and St.
Louis aggregating $1.3 million. Direct expenses at pre-existing locations increased by 5.1% or
$430,000, as a result of increased staffing and shuttle bus expenses reflecting our increased
occupancy levels. This included an additional $280,000 in rent expense from securing our 30 year
lease at our Hartford location. This increase is classified as rent in excess of lease and is a
non-cash item. Total non-cash rental expense in the quarter ended March 31, 2005 was $500,000. Selling, General and Administrative Expenses Selling, general and administrative expenses increased by $39,000 as a result of salary increases
and our institution of a national operations team to facilitate the sharing of ideas and solutions
across locations. This is an integral part of our strategy, to increase cash flow at existing
sites as well as integrate new sites effectively. Amortization
of Intangibles Amortization decreased largely as a result of the accelerated amortization of customer contracts
which expired in 2004, partially offset by an increase in the fair value of the assets acquired
when MAPC was purchased by us on December 23, 2004. Interest Expense, Net Interest expense in 2005 increased due to higher LIBOR rates, partially offset by the elimination
of deferred finance cost amortization resulting from our acquisition. Net Loss (Income) Our parking business recorded a net loss for the quarter ended March 31, 2005 of $412,000 compared
to a profit of $61,000 for the quarter ended March 31, 2004. As discussed above this was due to
the new locations in Oakland and Newark, a non-recurring revenue from cash settlement of the early
termination of a customer lease in the first quarter of 2004 and additional non-cash rental expense
associated with securing a 30 year lease at our Hartford location. EBITDA Our EBITDA in the quarter ended March 31, 2005 was $2.8 million, a $558,000 decrease from the
quarter ended March 31, 2004. This decrease results primarily from operating costs in 2005 and
non-recurring revenue from the first quarter of 2004. $450,000 of the decrease in EBITDA in first
quarter 2005 is associated with developing new locations in Oakland and Newark, and $250,000
results from additional revenue from an early termination settlement fee for an employee lot in the
first quarter 2004. In addition, our non-cash rental expense for our Hartford location increased
by $280,000 in the first quarter 2005. District Energy Business The following table compares the historical consolidated financial performance of MDEH for the
quarter ended March 31, 2005 to the quarter ended March 31, 2004, where we have combined the
following results of operations: 23




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
    the predecessor Thermal Chicago Corporation from January 1, 2004 through
March 31, 2004, prior to its indirect acquisition by MDEH; and
    MDEH from January 1, 2004 through March 31, 2004. The quarter ended March 31, 2005 also includes the results of operations of ETT Nevada Inc. (ETT
Nevada), the 75% owner of Northwind Aladdin LLC, which was indirectly acquired by MDEH in
September 2004. Quarter Ended
    
    
    Quarter EndedMarch 31, 2005
    
    
    March 31, 2004($ in thousands)Cooling capacity revenue
    
    $
    4,059
    
    
    $
    4,057Cooling consumption revenue
    
    
    1,528
    
    
    
    1,275Other revenue
    
    
    553
    
    
    
    259Finance lease revenue
    
    
    1,342
    
    
    
    336Total revenue
    
    
    7,482
    
    
    
    5,927Direct expenses  electricity
    
    
    1,023
    
    
    
    642Direct expenses  other (1)
    
    
    3,800
    
    
    
    2,782Direct expenses  total
    
    
    4,823
    
    
    
    3,424Gross profit
    
    
    2,659
    
    
    
    2,503Selling, general and administrative expenses
    
    
    (857
    )
    
    
    (876
    )Amortization of intangibles
    
    
    (337
    )
    
    
    (28
    )Operating income
    
    
    1,465
    
    
    
    1,599Interest expense, net
    
    
    (2,142
    )
    
    
    (1,077
    )Other income
    
    
    32
    
    
    
    52Provision for income taxes
    
    
    
    
    
    
    (472
    )Minority interest
    
    
    (117
    )
    
    
    Net (loss) income
    
    $
    (762
    )
    
    $
    102Reconciliation of net (loss) income to EBITDAInterest expense, net
    
    
    2,142
    
    
    
    1,077Provision for income taxes
    
    
    
    
    
    
    472Depreciation
    
    
    1,391
    
    
    
    712Amortization of intangibles
    
    
    337
    
    
    
    28EBITDA
    
    $
    3,108
    
    
    $
    2,391
   (1)
    
    Includes depreciation expense of $1.4 million and $712,000 for the quarters ended March 31,
2005 and 2004, respectively. Quarter Ended March 31, 2005 Compared to Quarter Ended March 31, 2004 Key Operating Results Key factors influencing the quarter ended March 31, 2005 were as follows:  
    Capacity revenue increased in-line with inflation, offset by a one-time credit to a customer
    Cooling consumption revenue is lower during the
colder months of the year
    Excluding ETT Nevada, consumption ton-hours were 5.6% lower due to typical variations in customer usage
patterns which have a greater impact in the colder months
    EBITDA was 30% higher due to the inclusion of ETT Nevada
    Excluding ETT Nevada, EBITDA was 7.3% lower largely due to
increased electricity costs and lower consumption revenue. 24




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Revenue Revenue increased by approximately $1.6 million in the first quarter of 2005. $1.7 million of the
increase was due to the inclusion of ETT Nevada, $384,000 of which is
included in cooling consumption revenue, $1 million of which is
included in finance lease revenue and $258,000 of which is included
in other revenue. Excluding ETT Nevada, revenue declined by
$103,000 from the first quarter of 2004 primarily due to a decrease in consumption ton-hours sold
of 672,000 or 5.6%. This was partly offset by scheduled increases in contract consumption
payments. First quarter consumption represents less than 10% of total annual consumption.
A majority of consumption revenue is received in the third quarter of the calendar
year, and variations in consumption, which are not unusual, have a greater impact
in the colder months. Capacity revenue was in line with the prior period due to the annual
inflation-related increases of contract capacity payments in accordance with the terms of existing
customer contracts offset by a one-time credit to a customer. Direct Expenses Direct expenses increased by approximately $1.4 million in the first quarter of 2005. $549,000 of
the increase relates to ETT Nevada and additional depreciation expense of $679,000 as a result of
the increase in the fair value of the assets when Thermal Chicago was acquired by MDEH on June 30,
2004. Direct expenses, excluding ETT Nevada and depreciation, increased by $171,000, or 6.3%
compared to the first quarter of 2004. Direct expenses for electricity, our largest cost outside
of depreciation, represented $164,000 of this increase despite a
decrease in consumption revenues due to increased charges for
electricity. $84,000 of the increase resulted from new
transmission charges passed on to us beginning in May 2004 by
the one electricity supplier
that provides power under a retail energy supply contract. Our other electricity purchases are made
under bundled rate plans or terms and transmission charges are not passed on to us. The terms of
our customer contracts do not permit us to pass through these added transmission charges to our
customers. For a further discussion of the pricing terms in our customer contracts, see Our
Businesses and InvestmentsDistrict Energy BusinessBusiness  Thermal ChicagoContract Pricing in
Part I, Item I of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2004. The
remaining increase was mostly due to greater accuracy in accruing for
estimated electricity charges in first quarter of 2005.
Direct costs for labor also increased by $63,000 due to scheduled higher wages and benefits for
union workers. Selling, General and Administrative Expenses Selling, general and administrative expenses decreased by approximately $19,000 in the first
quarter of 2005. Excluding ETT Nevadas expense of $101,000, selling, general and administrative
expenses decreased by $120,000 from the first quarter of 2004 due to the absence of expenses
related to the sale of Thermal Chicago by Exelon in 2004. Amortization
of Intangibles Amortization increased by $309,000 largely as a result of the increase in the fair value of the
intangible assets when Thermal Chicago was acquired by MDEH on June 30, 2004. Interest Expense, Net Interest expense increased by approximately $1 million in the first quarter of 2005 as a result of
the issuance of senior notes by MDE to refinance bridge funding of the acquisition of Thermal
Chicago as well as additional funds to finance the acquisition of ETT Nevada. Of the total
interest expense of $2.1 million, approximately $46,000 is due to amortization of deferred
financing costs, which is a non-cash expense. Minority Interest In the first quarter of 2005, there was a minority interest expense of $117,000 due to Nevada
Electric Investment Companys 25% ownership in Northwind Aladdin. Net Income (Loss) Overall, we had a net loss of $762,000 in the first quarter of 2005, which was due to higher
depreciation and amortization charges and higher interest expenses, partially offset by increases
in revenue and lower selling, general 25




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and administrative expenses. Revenue in the first quarter tends to be lower than in the warmer
second and third quarters, where we expect to generate most of our consumption revenues to augment
our capacity revenues. EBITDA Our EBITDA for the quarter ended March 31, 2005 of $3.1 million was approximately $717,000 higher
than in the quarter ended March 31, 2004 due to the acquisition
of ETT Nevada, which represented $891,000 of EBITDA. EBITDA, excluding ETT Nevada, declined by $174,000 over the first quarter of
2004 primarily due to increased electricity costs and lower
consumption revenue
as a result of typical variations in customer usage patterns, offset by lower selling, general and
administrative expense. Toll Road Business Net Income We own our toll road business through our 50% interest in CHL and share control with our joint
venture partner Balfour Beatty plc. Our share of the net income from our toll road business,
Yorkshire Link, for the quarter ended March 31, 2005 was $1.7 million. This represents our
interest in the income of CHL of $2.9 million, offset by amortization expense of $1.2 million. We
also earned net interest income from our shareholder loans to Connect M1-A1 Limited, the wholly
owned subsidiary of CHL, that holds the toll road concession, of $454,000, offset by $260,000 in
interest expense for our loan from Connect M1-A1 Limited. CHLs revenue for the quarter ended March 31, 2005 was £11.6 million, 3.6% higher than for the
quarter ended March 31, 2004. This was due to a 1.8% increase in vehicle kilometers for the year
to March 31, 2005 and a scheduled increase in toll bands and rates permitted under the concession
agreement. Direct expenses were £2.7 million, including £2.2 million of depreciation expense. Expenses for
the first quarter of 2005 were favorable compared to the first quarter of 2004 due to the
elimination of the technical services fee in the second quarter of 2004, partially offset by
marginally higher inspection and insurance costs. Net income for the quarter ended March 31, 2005
was £3 million. This included a £540,000 increase in the value of the interest rate swaps held
by CHL during the quarter due to higher interest rates. The majority of revenues after expenses are used to service Connect M1-A1 Limiteds debt and the
remainder are used to pay distributions to us and our joint venture partner. Investments Macquarie
 Communications Infrastructure Group (MCG) MCG paid a cash distribution of Australian dollar 14.4 cents per stapled security on February 14,
2005 for the 6 month period ended December 31, 2004. We received $1.7 million net of withholding
taxes. Cash distributions for the full year 2005 are expected to be approximately $3.4 million net
of withholding taxes. We expect year over year growth in cash distributions of 27% for the year
ended June 30, 2006 based on public statements made by management of MCG. South East Water
(SEW) For the year ended December 31, 2005, we expect to receive total dividends from our investment in
SEW of $8.5 million. Included in these expected dividends is a
non-recurring component of approximately $2.58 million. LIQUIDITY AND CAPITAL RESOURCES We do not intend to retain significant cash balances in excess of what is required as prudent
reserves and currently do not have in place any credit facilities at the holding company level. We
believe that we will have sufficient liquidity and capital resources to meet our future liquidity
requirements and make regular distributions to our shareholders.
Specifically, we believe that our cash from operations and
investments, plus $14.4 million of cash in our acquired
businesses
(net of reserves), will be sufficient to meet our expected dividend
payments in 2005. Included in cash in acquired businesses is a
working capital adjustment of $3.8 million to the Atlantic
purchase price. The section below discusses the
consolidated sources and uses of cash. 26




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Our Consolidated Cash Flow Our financial statements include a consolidated condensed statement of cash flows from operating,
financing and investing activities for the quarter ended March 31, 2005. Since we acquired our
businesses and investments in late December 2004 and January 2005, our quarterly consolidated cash
flows would not be comparable to any prior period. Quarter EndedMarch 31, 2005($ in thousands)Net cash provided by operating activities
    
    $
    9,760Acquisition of businesses and investments, net of cash acquired
    
    
    (49,594
    )Purchases of property and equipment
    
    
    (879
    )Other investing activities
    
    
    (44
    )Principal proceeds from subordinated loan
    
    
    686Net cash used in investing activities
    
    $
    (49,831
    )Proceeds from debt
    
    
    32,000Debt financing and offering costs
    
    
    (3,507
    )Restricted cash
    
    
    (1,079
    )Payments of notes, capital lease obligations and long term debt
    
    
    (375
    )Net cash provided by financing activities
    
    $
    27,039
 On a consolidated basis, cash flows provided by operating activities totaled $9.8 million for the
fiscal quarter ended March 31, 2005. This is primarily comprised of the operating income of our
business segments and income earned from our investments. Cash provided by operating activities is
significantly higher than net loss primarily due to depreciation and amortization expense of $6.3
million, deferred rent expense of $650,000 at our airport parking and district energy businesses
and receipts of equipment lease receivables from our district energy
business of $306,000. In addition, our cash balance improved by $1.7 million due to the receipt of our dividend from our MCG
investment which was recognized in our 2004 results. Cash flow used in investing activities totaled $49.8 million, which reflects the net costs to
acquire GAH ($49.6 million), principal payments received from our shareholder loan to Connect
M1-A1 Limited, with the remaining consisting mostly of capital expenditures primarily at NACH and
Thermal Chicago. Cash flow provided by financing activities totaled $27 million, reflecting the additional debt
proceeds of $32 million to fund our acquisition of GAH and establish related debt service reserves
of $1.1 million. As of March 31, 2005, our consolidated cash and cash equivalent balances totaled
$127 million. For further discussion of our liquidity and capital resources, see Managements Discussion and
Analysis of Financial Condition and Results on Operations, Liquidity and Capital Resources in
Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, which is
incorporated by reference except as noted below. With respect to our Airport Services business  Atlantic, we are required to maintain a Debt to
EBITDA ratio of 6.00 or less in the first year. At December 31, 2004 the Debt to EBITDA ratio was
5.98. As of March 31, 2005, the Debt to EBITDA ratio improved to 5.92. With respect to our District Energy business, the terms of the notes provide that if, nine months
after the closing date of the Northwind Aladdin acquisition, Macquarie District Energy, Inc. (the
wholly-owned subsidiary of MDEH and parent company of Thermal Chicago and Northwind Aladdin), or
MDE, and its subsidiaries are unable to confirm that they are not subject to regulation by the
Public Utilities Commission of Nevada or are unable to obtain a certificate of public convenience
and necessity, the debt service coverage ratio calculation would be adjusted to exclude from cash
flow the revenue, but not the operating, maintenance and capital expenditure costs, derived from
Northwind Aladdins operations unless an indemnity is obtained from the direct or indirect parent
of MDE that satisfies certain creditworthiness requirements. We have received confirmation from
the Public Utilities 27




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##### Table of Contents



Commission of Nevada that MDE and its subsidiaries are not subject to such regulation, and
therefore our debt service coverage ratio calculation will remain unchanged. Capital Expenditures On a consolidated basis, we expect to incur $6.2 million of ongoing capital expenditure and $5.6
million of expansion capital expenditure in fiscal year 2005. $5.4 million of this capital
expenditure is to be financed with proceeds from our initial public offering with the balance
funded from cash acquired with the acquisitions of our businesses, cash from operations and
available debt facilities. All of the ongoing and expansion capital expenditure will be incurred at
the operating segment level. As of March 31, 2005, we had incurred $879,000 in capital expenditures
in the aggregate. We have detailed our capital expenditures on a segment-by-segment basis, which we believe is a more
appropriate approach to explaining our capital expenditure requirements on a consolidated basis. Airport Services Business Ongoing Capital Expenditure Atlantic expects to spend approximately $2.4 million, or $200,000 per FBO, per year on ongoing
capital expenditure. This amount is spent on items such as repainting, replacing equipment as
necessary and any ongoing environmental or required regulatory expenditure, such as installing
safety equipment. This expenditure is funded from cash flow from operations. Through the first
quarter of 2005 Atlantic has spent $468,000 on such capital expenditures. AvPorts expects to spend approximately $500,000 to $600,000 per year on ongoing capital
expenditure. This expenditure is expected to be funded from cash flows from operations. Through
the first quarter of 2005 AvPorts has spent $12,000 on such capital expenditures. Specific Capital Expenditure We intend to incur a total of approximately $8.7 million of specific capital expenditure in fiscal
years 2005 and 2006, primarily related to facility upgrades and new construction. We intend to fund
these capital expenditures either from the proceeds of our initial public offering or from the cash
that we acquired with our acquisitions of NACH and MANA. As of March 31, 2005 Atlantic and AvPorts
have spent $51,000 and $66,000, respectively, on specific projects. Airport Parking Business Ongoing Capital Expenditure Macquarie Parking expects to spend approximately $2.2 million per year on ongoing capital
expenditure. This expenditure relates primarily to the regular replacement of Macquarie Parkings
shuttle buses. Macquarie Parking intends to finance the replacement of its shuttle bus fleet using
operating leases to finance the majority of the cost. As of March 31, 2005, Macquarie Parking has
spent $285,000 related to ongoing capital expenditures and has currently committed to spending at
least $1.4 million during fiscal 2005. Specific Capital Expenditure Macquarie Parking does not expect to spend a material amount on specific capital expenditures in
2005. However, there are a number of revenue enhancing opportunities currently being assessed,
which may require additional capital expenditure, including the implementation of an integrated
point of sale system to more effectively manage price and demand dynamics at each of our locations. 28




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District Energy Business Ongoing Capital Expenditure Thermal Chicago expects to spend approximately $1 million per year on capital expenditures relating
to the replacement of parts and minor system modifications. We have already made modifications that
have increased capacity by 2,000 tons and we anticipate adding an additional 1,000 tons in fiscal
2005. Ongoing capital expenditures will be funded over the first three years from available debt
facilities and thereafter are expected to be funded from cash flow from operations. Specific Capital Expenditure We anticipate that Thermal Chicago will spend up to approximately $7 million over two years
starting in 2006 which, in conjunction with their operational strategy, will add approximately
13,000 tons of additional saleable capacity to the Chicago downtown cooling system. A portion of
this increased capacity (6,700 tons) will be used to accommodate four customers who will convert
from interruptible to continuous service in 2006, with the balance sold to new or existing
customers. We anticipate that the expanded capacity sold to new or existing customers will be under
contract or subject to letters of intent prior to Thermal Chicago committing to the capital
expenditure. A permit revision from environmental agencies will be required in order to undertake
this expansion and potentially from the City of Chicago if expansion of the existing distribution
system is required beyond a certain limit. Based on recent contract experience, we anticipate that
each ton sold under contract will add approximately $375 to annual revenues with approximately 50%
of this increased revenue in the form of capacity revenue and the balance as consumption revenue. Thermal Chicago expects to fund this capital expenditure by drawing on available debt facilities. Commitments and Contingencies The future obligations of MIC Inc., the U.S. holding company for our consolidated businesses, due
by period, under their various contractual obligations, off-balance sheet arrangements and
commitments are incorporated by reference to Liquidity and Capital ResourcesCommitments and
Contingencies in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2004. We have not had any material changes to our commitments since March 22, 2005,
our 10-K filing date. For critical accounting policies, see Critical Accounting Policies in Part II, Item 7 of our
Annual Report on Form 10-K for the fiscal year ended December 31, 2004. Our critical accounting
policies have not changed materially since March 22, 2005, our 10-K filing date. 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK For quantitative and qualitative disclosures about market risk, see Item 7A Quantitative and
Qualitative Disclosures about Market Risk in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2004. Our exposure to market risk have not changed materially since March 22,
2005, our 10-K filing date. 
 ITEM 4. CONTROLS AND PROCEDURES In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, under
the supervision and with the participation of management, including our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this report. Based on 29




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that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of March 31, 2005. There has been no change in our internal controls over financial reporting that occurred during the
three months ended March 31, 2005 that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting. 
 PART II. OTHER INFORMATION 
 ITEM 1. LEGAL PROCEEDINGS The following discussion supplements the legal proceedings described in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2004. Saur International had been engaged by SEW, then owned by Saur UK and part of the Bouygues Group,
to develop and implement a new billing system for SEW, for completion by the end of 2004.
Following extended delays and technical problems with the software, SEW notified Saur International
of its intention to terminate the project in December 2004. By the end of January 2005, the
parties were unable to reach agreement or agree to mediate the dispute. In March 2005, SEW initiated a claim against Saur International through arbitration with the
International Chamber of Commerce in France for £13.2 million to recover amounts paid to Saur
International for the purchase of the customer billing system and costs incurred as a result of
having to terminate the project. On April 4, 2005, SEW was notified that Saur International had
responded with a counterclaim of 6.1 million allegedly representing unpaid invoices, damages
suffered and costs incurred. On April 14, 2005, James and Catherine Dinnall filed a complaint in the Superior Court of New
Jersey, Essex County, naming several defendants, including Atlantic Aviation Services, Inc. and
AvPorts, Inc., based on injuries allegedly suffered when a Challenger CL-600 aircraft failed to
ascend during take off from the Teterboro Airport and ran off of the runway, the airport grounds,
onto and across a public highway. The complaint alleges, among other things, negligence in the
inspection, service and maintenance of the aircraft and in permitting an allegedly unfit aircraft
to be used on the runway. The complaint seeks an unspecified amount of compensatory and punitive
damages and costs of suit. Although it is not possible to predict the outcome of the litigation at
this early stage, the company believes it has a strong defense. Atlantic did not service the
aircraft in question. AvPorts, which manages the Teterboro Airport, understands, based on a
preliminary FAA investigation, that there is no evidence to suggest that pavement surface or any
other condition at the airport was a contributing factor. 
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Unregistered Sales of Equity Securities None 30




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Use of Proceeds from Initial Public Offering On December 21, 2004, we sold 26,610,000 shares of trust stock in our initial public offering and a
concurrent private placement for a purchase price of $25.00 per share and an aggregate offering
price of $665,250,000, following which the offering terminated. Our initial public offering was
effected through a Registration Statement on Form S-1 (File No. 333-116244) that was declared
effective by the SEC on December 16, 2004. The following table describes the source and use of proceeds from our initial public offering from
December 21, 2004 to March 31, 2005: Initial Public OfferingProceeds from shares of trust stock sold in initial public
offering and concurrent private placement
    
    $
    665,250,000Underwriters discount and commissions(1)
    
    
    (38,465,430
    )All other offering costs(2)
    
    
    (13,256,019
    )Net offering proceeds to us
    
    
    613,528,551Acquisition FinancingPurchase of Equity (including related expenses):Atlantic(3)
    
    
    (118,277,298
    )GAH (4)
    
    
    (21,496,139
    )AvPorts (5)
    
    
    (42,679,667
    )Macquarie Parking (6)
    
    
    (63,856,441
    )Thermal Chicago/Northwind Aladdin (7)
    
    
    (67,015,815
    )CHL(8)
    
    
    (84,667,858
    )Purchase of Interest in (including related expenses):MCG (9)
    
    
    (70,000,000
    )SEW(10)
    
    
    (39,609,658
    )OtherAdditional contribution to Atlantic (11)
    
    
    (1,500,000
    )Remaining
Cash on Hand
(12)
    
    
    104,425,675
   (1)
    
    $3.2 million of these expenses were paid by the lead underwriter of our initial public
offering to Macquarie Securities (USA) Inc., a member of the Macquarie Group.(2)
    
    $8 million of these expenses were paid to our Manager as a structuring fee under the terms of
a management services agreement.(3)
    
    We purchased NACH, the parent company of Atlantic, from Macquarie Investment Holdings, Inc.,
a member of the Macquarie Group. In addition, $9.4 million of the purchase price was paid to
various members of the Macquarie Group in connection with advisory and debt arranging
services, and bridge loan, hedging and equity underwritings.(4)
    
    NACH purchased GAH, using a combination of debt and IPO proceeds. $2.3 million ($1 million
of which is included in the purchase price) was paid to various members of the Macquarie Group
in connection with advisory, debt arranging services and equity underwritings.(5)
    
    We purchased AvPorts from an investment vehicle managed by a member of the Macquarie Group.
The purchase price above includes the acquisition of $12 million of subordinated debt and
$266,000 in accrued interest.(6)
    
    We purchased Macquarie Parking from an investment vehicle managed by a member of the
Macquarie Group. The purchase price above includes $30 million of inter-company loans to
enable MAPC to acquire equity in other Macquarie Parking group companies.(7)
    
    We purchased MDEH, the parent company of Thermal Chicago and Northwind Aladdin, from
Macquarie Investment Holdings, Inc. In addition, $6.6 million of the purchase price was paid
to various members of the 31




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Macquarie Group in connection with advisory and debt arranging services, and bridge loan,
hedging and equity underwritings.(8)
    
    We purchased CHL from an investment vehicle managed by a member of the Macquarie Group. The
purchase price includes $919,000 paid to Macquarie Bank Limited in connection with foreign
currency hedging arrangements.(9)
    
    We purchased our interest in MCG from a wholly owned subsidiary of Macquarie Bank Limited.(10)
    
    We purchased our interest in SEW, indirectly, from a wholly owned subsidiary of Macquarie
Bank Limited. The purchase price includes $437,000 paid to Macquarie Bank Limited in
connection with foreign currency hedging arrangements.(11)
    
    $1.5 million was contributed to Atlantic in December 2004 to enable Atlantic to make a loan
repayment in relation to its long-term debt.(12)
    
    We expect to use approximately $5.4 million
to fund capital expenditures for specific projects in our businesses.
The remainder is available for acquisitions. Also included in
remaining cash on hand is $1 million to pre-fund compliance costs for Sarbanes-Oxley. 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 
 ITEM 5. OTHER INFORMATION None. 32




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ITEM 6. EXHIBITS An exhibit index has been filed as part of this Report on page E-1. 33




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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized. Macquarie Infrastructure Company TrustDated: May 16, 2005
    
    By: /s/ Peter StokesName: Peter StokesTitle: Regular Trustee
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized. Macquarie Infrastructure Company LLCDated: May 16, 2005
    
    By: /s/ Peter StokesName: Peter StokesTitle: Chief Executive OfficerMacquarie Infrastructure Company LLCDated: May 16, 2005
    
    By: /s/ David MitchellName: David MitchellTitle: Chief Financial Officer




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EXHIBIT INDEX ExhibitNumber
    
    Description3.1
    
    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))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 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)11.1
    
    Statement re Computation of Per
Share Earnings31.1
    
    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 Certifications 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
 E - 1