Professional Documents
Culture Documents
Macquarie Infrastructure Company LLC (MIC) Report
Macquarie Infrastructure Company LLC (MIC) Report
Rec
Buy
(Downside) Upside
(11.0%) 78.6%
V
I V I D
IMT T T he Gas Company District Energy Atlantic Aviation T otal Segment Valuation Unallocated SG&A / Mgr. Fee Total Current Share Price 8/26/10 Upside (Downside )
R
E S E A R C H
I
N C.
Catalysts for Valuation Appreciation Return of excess cash to shareholders Potential spin-offs Deleveraging of Atlantic Aviation IMTT funded growth opportunities Increasing storage demand Competitive advantage of unique location on NY Harbor Attractive customer contracts Additional cash flow from IMTT; strong performance during economic downturn Relatively stable, recession resistant cash flow from The Gas Company and District Energy
Suzanne Franks suzanne@vividresearchinc.com 512.322.2003
Ms. Franks experience includes portfolio management, M&A / corporate reorganization advisory and capital raising.
Risks Maintenance and growth capital investment demands at IMTT Continued commercial volume declines at The Gas Company Negative impact of a potential double dip recession on Atlantic Aviation Unable to deleverage; covenant non-compliant; potential default Managers equity investment diluting existing shareholders Holdco structure; sum of the parts discount persistence Opcos restricted cash distribution to holdco per credit agreement covenants
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 1 of 23
SITUATION OVERVIEW
Macquarie Infrastructure Company (MIC or the Company), a holding company, owns, operates and invests in a diversified group of infrastructure businesses: 1) a 50% non-controlling interest in a bulk liquid storage terminal business (International Matex Tank Terminal or IMTT), 2) a gas production and distribution company based in Hawaii (The Gas Company), 3) a 50.01% controlling interest in the largest chilled water provider for building cooling in the U.S. (District Energy) and 4) 72 fixed base operations (FBO) that provide fuel and other services to owners and operators of private jets (Atlantic Aviation). IMTT, The Gas Company and District Energy are known as the energy-related businesses. See pages 21 to 23 Company Overview. Manager. Macquarie Infrastructure Management (USA) is the Companys Manager which is a wholly owned subsidiary of the Macquarie Group, a provider of banking, financial advisory, investment and funds management services, headquartered in Australia (MQG AU). The Manager earns a quarterly base fee based on MICs market capitalization and a performance fee. The Manager may elect to invest its base fee into additional interests of MIC common stock, diluting existing shareholders. The Manager owns 8.4% of shares outstanding. For additional discussion, see page 23 Company Overview. We Recommend Investing in MIC. MICs stock traded at a 52-week high of $17.05 (4/26/10) and hit a 52-week low of $5.69 (9/2/09). The stock closed at $12.95 on 8/26/10. The stock has been under pressure due to concern and confusion surrounding Atlantic Aviations overleveraged capital structure and its negative impact to MIC holdco and the other operating businesses as well as the general market downturn driven by concerns of a double dip recession. Regarding MICs debt profile, debt at each business is non-recourse to the other businesses and to MIC holdco. Of the four businesses, only Atlantic Aviation is overleveraged but is on course to continue debt reduction in 2010 and 2011 to a level more in line with cash flow generation power through the economic downturn. MIC holdco is debt free and elected not to renew its credit facility. MIC (Downside) Upside is (11%) and Up to 78.6%. Based on a sum of the parts analysis, MICs stock could be valued at $11.53 to $23.13 per share, offering limited downside of 11% and upside of up to 78.6%. The downside excludes the value of Atlantic Aviation assuming that business files Chapter 11 (unlikely; no impact to MIC other than headline risk) and assumes a double dip recession. The Base Case sum of the parts valuation excluding Atlantic Aviation as presented on page 11 yields a midpoint value of $17.09, upside of 32% from the current share price of $12.95. See page 11 Valuation and Sensitivity Analysis Base Case. See page 12 Financial Forecast & Assumptions Base and Downside Cases. See page13 Financial Forecast and Assumptions Downside Case. See pages 14 to 18 Financial Forecast and Assumptions Base Case and and pages 19 and 20 Debt Review Base Case. Return of Excess Cash at Holdco to Shareholders. MIC has suggested a return of cash to shareholders in 2010 given that MIC holdcos excess cash may be more than $30 million, $0.66 per share, via share repurchase. Alternatively, MIC may pre-pay Atlantic Aviations debt. Management expects an economics based decision by the end of September 2010. In February 2009, MIC suspended its dividend in order to retain cash and reduce debt in light of challenging economic conditions. MIC could also elect to reinstate a dividend after 1) achieving a prudent level of cash reserves at holdco and the opcos and 2) credit markets and customer spending regain a level of stability and predictability that enables MIC to estimate refinancing terms of the opcos long term debt. MIC could expect to continue to generate excess cash, particularly at IMTT which presents an opportunity for the highest growth of all of MICs businesses by virtue of bulk liquid storage supply / demand dynamics and IMTTs uniquely positioned assets. IMTT successfully upsized its credit facility from $625 million to $1.1 billion in order to fund growth capital investment. With funding in place, IMTT can now distribute its excess operational cash flow to MIC for distribution to shareholders. The shareholders agreement between the founding family (50% interest) and IMTT (50% interest) defaults to cash distribution in the event that there is a disagreement regarding cash distribution versus retention between the two investors.
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 2 of 23
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 3 of 23
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 4 of 23
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 5 of 23
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 6 of 23
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 7 of 23
DISTRICT ENERGY
Catalysts / Risks Stable EBITDA Generation During the Economic Downturn. District Energy generates consistent EBITDA $18.8 million in 2008 and $19.2 million in 2009 and $9 million in the first six months of 2010 by virtue of longterm customer contracts. Customers pay two charges to receive chilled water services: a fixed charge based on contracted capacity, and a variable charge based on the consumption of chilled water. Capacity charges are typically adjusted annually at a fixed rate or are indexed to the Consumer Price Index (CPI). Consumption charges increase annually commensurate with indices that track the cost of electricity, labor, and other inputs. The terms of customer contracts provide for the pass through of increases or decreases in electricity costs, the largest component of the business direct expenses. The majority of contracts require a termination payment, which allows District Energy to recover invested capital that allowed delivery of service to the customer, if a customer elects to terminate a contract before expiration or if District Energy terminates the contract for customer default. The portfolio of contracts currently averages a term of13 years. Limited Competition. District Energy operates the largest district cooling system in the United States, serving Chicago and Las Vegas. The system serves over 100 customers in downtown Chicago under long-term contracts. Customers are generally not allowed to cool the building by other alternatives other than the service that District Energy provides. The installation of a stand-alone water chilling system is an alternative but may be cost prohibitive due to building reconfiguration and capital investment that exceeds the cost of service that District Energy provides given economies of scale regarding efficiency, staff and electricity procurement. Another barrier to entry is the procurement of City of Chicago consent and challenge to obtaining a significant number of buildings in downtown Chicago that are not already under long-term contract to use District Energys system. Expansion of Customer Base. District Energy continues to add customers. Most recently, a new customer constructed a building adjacent to an existing customer in Las Vegas. Office and commercial buildings comprise approximately 70% of the customer base. Equipment Lease Revenue. District Energy leases pipes and pumps to customers in order to connect to the cooling system which generates approximately $4.5 million per year. Customer Concentration in Las Vegas. The Las Vegas operation generated 25% of the cash flows to District Energy in 2009. Of these cash flows, 65% were from a long-term contract to service a single resort and casino, the Planet Hollywood Resort and Casino. Seasonality. District Energy generates 80% of consumption revenue in Q2 and Q3 given that demand for chilled water is highest in the summer months. For example, an increase in consumption revenue in Q2 2010 compared to 2009 was driven by warmer average temperatures during Q2 2010 compared with Q2 2009.
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 8 of 23
ATLANTIC AVIATION
Catalysts / Risks High Barriers to Entry / Limited Competition. Airports have limited physical space for FBOs and airport authorities have no incentive to add additional FBOs. Profit-making FBOs are more likely to reinvest in the airport and services, attracting an increase in airport traffic which generates additional landing and fuel fess to the airport authority. Of the 72 FBOs, 32 and the heliport are the only FBOs at their respective airports and generate an estimated 50% of EBITDA, according to management. The remaining 39 have one or more competitors and generate the balance of EBITDA. Limited Exposure to Commodity Price Risk. Atlantic Aviation buys fuel wholesale and sells it to customers at a contracted price or negotiated price at point of sale. Atlantic Aviation generally carries a limited inventory of jet fuel and passes fluctuations in the wholesale cost through to customers. General Aviation Activity Drives Demand for FBO Services. Unlike the relatively recession resistant energyrelated businesses, Atlantic Aviations financial performance (volume of fuel sold) has suffered from a decline in general aviation activity levels since mid-2008 through mid-2009 due to a slowing economy. Although take offs and landings declined 17.3% in 2009 compared to activity in 2008, activity levels stabilized in the second half of 2009 and showed year on year growth in December 2009 and through the second quarter of 2010. This stabilization, combined with expense reduction efforts, results in an improving outlook for the business. Are these positive trends sustainable? Vivid Research conservatively forecasts Base Case revenue in the second half of 2010 to be 3% higher than revenue in the second half of 2009 and expects the customer mix to be the same low margin, high volume charter operators (discussed below) that pressured the fuel gross margin in the first half of 2010. Vivid Research forecasts Base Case 2011 financial performance approximately in line with 2010 which is in line with the low point of EBITDA generation in 2009. Debt Reduction. As of June 30, 2010, Atlantic Aviations debt service coverage ratio was 1.97x compared to the covenant requirement of at least 1.2x and the leverage ratio was 7.35x compared to the covenant maximum of 8.0x. Per an amendment to the loan agreement, the business is applying all excess cash flow to prepay additional principal. In the first half of 2010, this business prepaid $31.7 million of principal. In August 2010, this business prepaid $9 million of principal resulting in a pro forma leverage ratio of 7.27x based on the trailing twelve months June 30, 2010 EBITDA per the facility agreement. Per the Vivid Research Base Case forecast, this business could generate enough free cash flow to reduce debt by $52 million in 2011 which suggests a leverage ratio of 6.41x versus a 2011 covenant of 7.5x. Even in a Vivid Research Downside Case forecast, this business could generate enough free cash flow to reduce debt by $44 million in 2011 which suggests a leverage ratio of 6.99x versus a 2011 covenant of 7.5x. Chapter 11 Filing Unlikely. A Chapter 11 filing is not expected given that business trends have improved enough, as discussed above, to facility debt reduction in order to remain in compliance with credit facility covenants. Atlantic Aviation permanently reduced SG&A to $175 million from $205 million 2008. Even if Atlantic Aviation filed Chapter 11, there would be no negative impact on the remaining businesses given that Atlantic Aviations debt is non-recourse to the other businesses and MIC holdco. However, MICs stock could decline on the news of a Chapter 11 filing if the investment community does not fully appreciate the non-recourse nature of Atlantic Aviations debt or its equity value contribution relative to the other businesses.
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 9 of 23
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 10 of 23
IMTT EBIT DA Multiple 2011 2011 EBIT DA Enterprise Value Est. Debt 12/31/2010 Est. Cash 12/31/2010 Est. Net Debt Equity Value MIC Interest % MIC Interest $ F.D. Shares Out. Value Pe r Share
The Gas Company EBIT DA Multiple 2011 2011 EBIT DA Enterprise Value Est. Debt 12/31/2010 Est. Cash 12/31/2010 Est. Net Debt Equity Value MIC Interest % MIC Interest $ F.D. Shares Out. Value Pe r Share
621 621 621 (2) (2) (2) ________ ________ _________ 619 619 619 $1,227 50.0% $614 45.7 $13.42 $1,336 50.0% $668 45.7 $14.61 $1,444 50.0% $722 45.7 $15.80
169 169 169 (1) (1) (1) ________ ________ _________ 168 168 168 $157 100.0% $157 45.7 $3.43 $176 100.0% $176 45.7 $3.85 $195 100.0% $195 45.7 $4.27
District Ene rgy EBIT DA Multiple 2011 2011 EBIT DA Enterprise Value Est. Debt 12/31/2010 Est. Cash 12/31/2010 Est. Net Debt Equity Value MIC Interest MIC Interest F.D. Shares Out. Value Pe r Share
Atlantic Aviation EBIT DA Multiple 2011 2011 EBIT DA Enterprise Value Est. Debt 12/31/2010 Est. Cash 12/31/2010 Est. Net Debt Equity Value MIC Interest MIC Interest F.D. Shares Out. Value Pe r Share
170 170 170 (8) (8) (8) ________ ________ _________ 162 162 162 $49 50.01% $25 45.7 $0.54 $62 50.01% $31 45.7 $0.68 $74 50.01% $37 45.7 $0.81
817 817 817 0 0 0 ________ ________ _________ 817 817 817 $77 100.00% $77 45.7 $1.69 $137 100.00% $137 45.7 $2.99 $196 100.00% $196 45.7 $4.29
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 11 of 23
2008
---49.4% $133 --------24.5% 39.2% $27 ----46.2% $18.8 --------30.9% 85.5% $137
2009
7.9% 52.6% $147 (21.4%) (12.8%) 37.1% 54% $36 1.1% 46.6% $19.2 (36.4%) (22.5%) 41.2% 917.7% $107
6 Mos. 6/30/10
15.3% 55.7% $114 33% 25.5% 32.6% 47.8% $20 9.2% 46.4% $9 40.6% (8.1%) 36.2% 89.6% $57
6 Mos. 12/31/10
15% 53.0% $86 0% 0% 33% 48% $17 1.5% 46.5% $13 3% 3% 36% 90% $53
2010
15.2% 54.3% $200 14.3% 12.7% 32.8% 47.9% $37 4.9% 46.5% $22 19.6% (2.7%) 36.1% 89.8% $111
IMTT
Utility revenue growth Non-Util. revenue growth Utility GP margin Non-Utility GP margin EBITDA Revenue growth GP margin EBITDA* Fuel revenue growth Non-Fuel revenue growth Fuel GP margin Non-Fuel GP margin EBITDA
District Energy
Atlantic Aviation
*The forecast is not comparable to actual results because the forecast includes $2 million from a non-revenue equipment lease in the 6 months ended 12/31/10 and $4.5 million in 2011. This item is included in cash flow from financing activities in District Energys reported financial results.
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 12 of 23
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 13 of 23
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 14 of 23
2008
2009
6/30/10
$306 $330 $186 $162 $355 $194 $380 $438 $503 46 16 79 7 88 11 90 18 18 ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ $353 $346 $265 $169 $443 $205 $470 $455 $521 ------7.9% (66.0%) 15.3% 994.6% ------------15.0% 25.0% 15.2% 467.9% 15.0% (80.0%) 15.0% 0.0%
$48 ----
$49 1.1%
$24 9.2%
$22 ----
$51 ----
$27 1.5%
$51 4.9%
$51 0.0%
$52 2.0%
Atlantic Aviation
Fuel Revenue Non-Fuel Revenue T otal Revenue Fuel Revenue Growth % Non-Fuel Revenue Growth % $495 $315 $196 $139 $371 $181 $376 $388 $407 221 172 82 89 164 85 167 172 180 ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ $716 $486 $278 $228 $535 $266 $543 $559 $587 ---(36.4%) 40.6% ------3.0% 19.6% 3.0% 5.0% ---(22.5%) (8.1%) ------3.0% (2.7%) 3.0% 5.0% $1,330 $1,056 -20.6% $671 34.3% $500 ---$1,228 ---$592 6.4% $1,263 19.6% $1,269 0.4% $1,368 7.8%
TOTAL EBITDA
margin
$298 22.4%
$300 28.4%
$195 29.1%
$146 29.2%
$349 28.4%
$163 27.6%
$359 28.4%
$388 30.6%
$436 31.9%
Segment EBITDA IMTT Margin The Gas Company Margin District Energy Margin Atlantic Aviation Margin MIC Holdco Margin Total EBITDA Margin
$133 37.7% 27 12.5% 19 39.2% 137 19.1% (17) $147 42.6% 36 20.5% 19 39.6% 107 22.0% (10) $114 43.1% 20 19.0% 9 39.8% 57 20.7% (6) $72 42.6% 18 21.9% 9 39.7% 52 23.0% (5) $190 42.9% 38 19.1% 20 39.7% 112 20.9% (11) $86 42.1% 17 17.9% 13 46.9% 53 20.1% (6) $200 42.6% 37 18.5% 22 43.6% 111 20.4% (12) $217 47.7% 38 18.8% 25 48.8% 119 21.3% (12) $250 47.9% 39 18.8% 25 48.7% 134 22.8% (12)
-1.3% -1.0% -0.9% -1.0% -0.9% -1.0% -0.9% -0.9% -0.9% ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ $298 22.4% $300 28.4% $195 29.1% $146 29.2% $349 28.4% $163 27.6% $359 28.4% $388 30.6% $436 31.9%
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 15 of 23
IMTT The Gas Company District Energy Atlantic Aviation MIC Holdco
$57 20 6 47 (11)
Total Free Cash Flow b/f Growth Capex Share Out. Per Share Price per Share 8/26/10 Implied Multiple FCF / Share Price Free Cash Flow Yield
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 16 of 23
100% IMTT
T erminal Revenue T erminal Operating Costs Terminal Gross Profit margin Environmental Response Revenue Environmental Response Operating Costs Environmental Re sponse Gross Profit margin T otal Revenue COGS Gross Profit margin SG&A Other Income (Expense) SG&A margin EBITDA margin D&A EBIT margin Interest Expense (1) Non Cash Derivative Losses (Gains) in Int. Exp. (1) Amortization of Debt Financing Costs Bene/(Prov) for Inc. T axes, Net Deferred T ax Changes in WC O pe rating Cash Flow Capital Expenditures - Maintenance Free Cash Flow b/f Growth Capex Capital Expenditures - Growth Free Cash Flow Maint. Cape x % of Revenue
2008 2009 6/30/10 6/30/09 6/30/10 12/31/10 2010E $306 $330 $186 $162 $355 $194 $380 (155) (157) (83) (76) (163) (91) (174) ___________ ___________ ___________ ___________ ___________ ___________ ___________ $151 $174 $104 $85 $192 $103 $207 49.4% 52.6% 55.7% 52.7% 54.2% 53.0% 54.3% $46 $16 $79 $7 $88 $11 $90 (35) (15) (49) (8) (56) (7) (56) ___________ ___________ ___________ ___________ ___________ ___________ ___________ $12 $1 $30 ($1) $31 $4 $33 25.4% 6.4% 37.4% (9.9%) 35.7% 35.0% 37.1% $353 $346 $265 $169 $443 $205 $470 (190) (171) (132) (84) (219) ($98) ($230) ___________ ___________ ___________ ___________ ___________ ___________ ___________ $163 $175 $133 $84 $224 $107 $240 46.2% 50.5% 50.2% 50.0% 50.5% 52.1% 51.0% (30) (27) (19) (13) (34) (20) (39) 0 0 0 0 0 0 0 8.5% 7.9% 7.1% 7.4% 7.6% 10.0% 8.4% ___________ ___________ ___________ ___________ ___________ ___________ ___________ $133 $147 $114 37.7% 42.6% 43.1% (45) (56) (30) ___________ ___________ ___________ 88 91 85 25.0% 26.4% 32.0% (24) (30) (38) 0 0 22 0.5 0.5 0.7 (4) (2) (4) 0 0 0 ___________ ___________ ___________ $106 $117 $95 (43) (40) (19) ___________ ___________ ___________ $63 $77 $76 (188) (83) (15) ___________ ___________ ___________ ($125) 12.1% ($6) 11.5% $60 7.2% $72 $190 $86 42.6% 42.9% 42.1% (26) (59) (30) ___________ ___________ ___________ 46 131 57 27.0% 29.5% 27.6% 11 (78) (15) (25) 47 0 0.2 1 0 (2) (4) (4) 0 0 0 ___________ ___________ ___________ $56 $156 $67 (17) (42) (31) ___________ ___________ ___________ $39 $114 $36 (49) (49) (39) ___________ ___________ ___________ ($10) 9.9% $65 9.6% ($3) 15.1%
$200 $217 $250 42.6% 47.7% 47.9% (59) (59) (59) ___________ ___________ ___________ 141 158 191 30.1% 34.7% 36.6% (31) (29) (29) 0 0 0 1 0 0 ($8) ($8) ($8) 0 0 0 ___________ ___________ ___________ $162 $179 $212 ($50) (50) (50) ___________ ___________ ___________ $112 $129 $162 ($55) (70) (100) ___________ ___________ ___________ $57 10.6% $59 11.0% $62 9.6%
$27 $36 $20 $18 $38 $17 12.5% 20.5% 19.0% 21.9% 19.1% 17.9% (7) (7) (3) (3) (7) (3) ___________ ___________ ___________ ___________ ___________ ___________ 20 29 16 14 31 13 9.3% 16.6% 15.7% 17.7% 15.7% 14.3% (9) (9) (11) (1) (18) (4) 0 0 6 (3) 9 0 0.5 0.5 0.2 0.2 0 0 0 (5) (3) (2) (6) (3) 0 0 0 0 0 0 ___________ ___________ ___________ ___________ ___________ ___________ $18 $23 $13 $11 $24 $10 $23 $24 $25 (6) (4) (1) (1) (4) (5) (6) (6) (6) ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ $11 $19 $12 $10 $20 $5 $17 $19 $20 (4) (4) (2) (2) (4) (4) (7) (7) (7) ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ $8 $15 $10 $8 $16 $1 $11 $12 $13 2.9% 2.2% 0.9% 1.3% 1.9% 4.8% 2.8% 2.7% 2.7 %
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 17 of 23
2008
11 13 14 20.7% 25.9% 26.1% (10) (9) (9) 0 0 0 0 0 0 3 3 3 0 0 0 ___________ ___________ ___________ $10 $16 $18 $19 (0.5) (1.1) (1.1) (1.1) ___________ ___________ ___________ ___________ $9 $15 $17 $18 (1.3) (1.4) (1.4) (1.4) ___________ ___________ ___________ ___________ $8 $13 $16 $16 2.0% 2.2% 2.2% 2.1%
Atlantic Aviation
Fuel Revenue Fuel Cost of Revenue Fue l Gross Profit margin Non-Fuel Revenue Non-Fuel Cost of Revenue Non-Fue l Gross Profit margin T otal Revenue T otal COGS Total Gross Profit margin SG&A Other Income SG&A margin EBITDA margin D&A EBIT margin Interest Expense Non Cash Derivative Losses (Gains) in Int. Exp. Amortization of Debt Financing Costs Bene/(Prov) for Inc. T axes, Net Deferred T ax Changes in WC O perating C ash Flow Capital Expenditures - Maintenance Free C ash Flow b/f Growth Capex Capital Expenditures - Growth Free C ash Flow Cape x % of Revenue $495 $315 $196 $139 $371 $181 (342) (185) (125) (77) (233) (116) ___________ ___________ ___________ ___________ ___________ ___________ $153 $130 $71 $62 $138 $65 30.9% 41.2% 36.2% 44.7% 37.3% 36.0% 221 172 82 89 164 85 (32) (14) (9) (7) (15) (8) ___________ ___________ ___________ ___________ ___________ ___________ $189 $157 $73 $82 $149 $76 85.5% 91.7% 89.6% 91.6% 90.6% 90.0% $716 $486 $278 $228 $535 $266 (374) (199) (133) (84) (248) (124) ___________ ___________ ___________ ___________ ___________ ___________ $342 $287 $144 $144 $287 $142 47.7% 59.0% 52.0% 63.0% 53.7% 53.3% (205) (180) (87) (91) (175) (88) 0 0 0 0 0 0 28.7% 37.0% 31.3% 40.0% 32.8% 33.2% ___________ ___________ ___________ ___________ ___________ ___________ $376 $388 $407 (240) (248) (261) ___________ ___________ ___________ $136 $140 $147 36.1% 36.0% 36.0% 167 172 180 (17) (17) (18) ___________ ___________ ___________ $150 $155 $162 89.8% 90.0% 90.0% $543 $559 $587 (257) (265) (279) ___________ ___________ ___________ $286 $294 $309 52.6% 52.6% 52.6% (175) (175) (175) 0 0 0 32.2% 31.3% 29.8% ___________ ___________ ___________ $111 $119 $134 20.4% 21.3% 22.8% (85) (85) (85) ___________ ___________ ___________ 26 34 49 4.8% 6.1% 8.4% ($59) ($52) ($48) 0 0 0 1 0 0 (0.6) (0.6) (0.6) 0 0 0 ___________ ___________ ___________ $53 $67 $86 (8) (8) (8) ___________ ___________ ___________
$137 $107 $57 $52 $112 $53 19.1% 22.0% 20.7% 23.0% 20.9% 20.1% (94) (90) (28) (61) (57) (57) ___________ ___________ ___________ ___________ ___________ ___________ 43 18 29 (9) 55 (3) 6.0% 3.6% 10.5% -3.8% 10.3% -1.2% (63) (68) (49) (31) (85) ($27) 0 0 17 (5) 22 0 2.61 3.14 1 2 3 0 (8) (0.2) (0.3) (0.3) (0) (0.3) 0 0 0 0 0 0 ___________ ___________ ___________ ___________ ___________ ___________ $68 $42 $27 $17 $52 $26 (8) (5) (2) (2) (5) (5) ___________ ___________ ___________ ___________ ___________ ___________ $61 $37 $24 $15 $47 $21 $45 $59 $78 (27) (6) (1) (3) (4) (7) (7) (7) (6) ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ $34 $31 $24 $12 $43 $14 $38 $52 $71 1.1% 0.9% 0.8% 0.8% 0.9% 2.0% 1.4% 1.4% 1.3%
MIC Holdco
Cash Management Fee Corporate G&A Cash C orp Expe nses margin ($13) ($0) ($2) ($0) ($2) ($2) ($5) ($5) ($5) (4) (10) (4) (4) (9) (4) (7) (7) (7) ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ($17) ($10) ($6) ($5) ($11) ($6) ($12) ($12) ($12) -1.3% -1.0% -0.9% -1.0% -0.9% -1.0% -0.9% -0.9% -0.9%
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 18 of 23
Amortization. Only the shareholder loans amortize quarterly, equal installments, over 15 years. Dividend Restrictions. None, other than default. Collateral / Security. Shareholder loans are unsecured. The tax exempt bonds require LC support at all times. The credit facility is unsecured except for pledge of 65% of shares in IMTTs two Canadian subsidiaries. The revolving credit facility financial covenants include an interest coverage and leverage ratio, the most onerous covenant (presented above). $130 million of the revolving credit facility is due in 2012. The Gas Company
Debt Principal Balances Credit Facility Hldco and OpcoTerm Loan Facility due 2013 Opco Capex Facility due 2013 Total Debt EBITDA / Interest Expense Covenant Min. (distribution lock-up) Covenant Min. (default) 6/30/10 12/31/10 12/31/11 $0 $0 $0 160 160 160 19 9 9 ________ _______ _______ $179 $169 $169
5.70x 3.50x 2.50x 4.23x 3.50x 2.50x 4.62x 3.50x 2.50x
Amortization. No amortization. There are mandatory prepayments under certain conditions at opco. Dividend Restrictions. The Opco Term Loan Facility restricts dividend payment of The Gas Company per an interest coverage covenant presented above. Collateral / Security. The term loan facility is secured by a first priority security interest in all assets and equity interests. The capex facility is unsecured. The Gas Company has an unsecured borrowing facility of $7.5 million that is available for working capital needs. No amount was outstanding as of June 30, 2010. In addition, the Hawaii Public Utility Commission (HPUC) requires that the consolidated debt to total capital not to exceed 65% and $20 million of cash must be available. As of June 30, 2010, the debt to total capital ratio was 62.4% and $20 million in cash was available.
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 19 of 23
Amortization. No amortization. The facilities require mandatory prepayment under certain conditions. Dividend Restrictions. The facilities restrict dividend payment per a funds from operations to net debt covenant, the most onerous presented above, and interest expense coverage covenant. Collateral / Security. The facilities are secured by a first lien on project revenues, equity of the borrower and all assets. District Energy has a $18.5 million revolving loan facility due 2012 available. There were no amounts outstanding as of June 30, 2010. Atlantic Aviation
Debt Principal Balances Credit Facility Term Loan Facility due 2014 Capex Facility Total Debt Debt / EBITDA Covenant Max. 6/30/10 12/31/10 12/31/11 $0 $0 $0 787 772 720 45 45 45 ________ _______ _______ $832 $817 $765
7.35x 8.00x 7.38x 8.00x 6.41x 7.50x
Amortization. No amortization. As of February 2010, the credit agreement requires Atlantic Aviation to apply excess cash flow to prepay additional principal when the leverage ratio is greater than or equal to 6x for the latest twelve months ended, or use 50% of excess cash flow to prepay principal if the leverage ratio is greater than or equal to 5.5x but below 6.0x Dividend Restrictions. The credit facilities restrict dividend payment under certain conditions per debt service and leverage ratios. The most onerous covenant, the leverage ratio, is presented above. Collateral / Security. The facility is secured by a first lien on project revenue and equity of the borrower. Atlantic Aviation has an $18 million working capital and LC facility. There was no amount outstanding at June 30, 2010 other than LCs.
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 20 of 23
COMPANY OVERVIEW
IMTT. MIC owns 50% of International-Matex Tank Terminals, or IMTT, the fourth largest provider of bulk liquid storage terminal services in the U.S. based on capacity. Members of the founding family own the balance. IMTT stores and handles petroleum products, various chemicals, renewable fuels and vegetable and animal oils. The Company generated 58%, 29%, 9% and 4% of revenue in 2009 from petroleum asphalt, chemical, renewables / vegetable / animal oil and other, respectively. For the year ended December 31, 2009, IMTT generated approximately 43% of its terminal revenue and approximately 42% of its terminal gross profit at its Bayonne, New Jersey facility in New York Harbor. Approximately 41% of IMTTs total terminal revenue and approximately 48% of its terminal gross profit was generated by its St. Rose, Gretna, Avondale and Geismar facilities, which together service the lower Mississippi River region (with St. Rose as the largest contributor). IMTT also owns Oil Mop, an environmental response and spill clean-up business. Oil Mop has a network of facilities along the U.S. Gulf Coast between Houston and New Orleans. These facilities service predominantly the Gulf region, but also respond to spill events as needed throughout the United States and internationally. The Gas Company. The Gas Company is Hawaiis only government franchised full-service gas company, manufacturing and distributing gas products and services in Hawaii. The market includes Hawaiis approximately 1.3 million residents and approximately 6.5 million visitors in 2009. The Gas Company manufactures synthetic natural gas, or SNG, for its utility customers on Oahu, and distributes Liquefied Petroleum Gas, or LPG, to utility and non-utility customers throughout the states six primary islands. The Gas Company has two primary businesses, utility (or regulated) and non-utility (or unregulated). Regulated Utility. The utility business serves approximately 35,500 customers through localized pipeline distribution systems located on the islands of Oahu, Hawaii, Maui, Kauai, Molokai and Lanai. The utility business includes the manufacture, distribution and sale of SNG on the island of Oahu and distribution and sale of LPG. Utility revenue consists principally of sales of SNG and LPG. The operating costs for the utility business include the cost of locally purchased feedstock, the cost of manufacturing SNG from the feedstock, LPG purchase costs and the cost of distributing SNG and LPG to customers. Utility sales comprised approximately 45% of The Gas Companys total contribution margin in 2009. Unregulated Business. The unregulated non-utility business sells and distributes LPG to approximately 33,000 customers. LPG is delivered by truck to individual tanks located on customer sites on Oahu, Hawaii, Maui, Kauai, Molokai and Lanai. The operating costs for the non-utility business include the cost of purchased LPG and the cost of distributing the LPG to customers. Non-utility sales comprised approximately 55% of The Gas Companys total contribution margin in 2009. SNG and LPG are relatively clean-burning fuels that produce lower levels of carbon emissions than coal or oil, a particularly important consideration in Hawaii where heightened public awareness of environmental impact makes lower emission products attractive to customers. SNG and LPG have a wide number of commercial and residential applications including water heating, drying, cooking, emergency power generation and tiki torches. LPG is also used as a fuel for specialty vehicles such as forklifts. Gas customers include residential customers and a wide variety of commercial, hospitality, military, public sector and wholesale customers.
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 21 of 23
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 22 of 23
Certain information contained herein has been obtained from sources that the authors believe are reliable and accurate but we cannot guarantee the completeness or accuracy of that information. Investors are encouraged to conduct their own due diligence regarding any of the information contained herein. Page 23 of 23