MIC Reports Second Quarter 2021 Financial And Operational Results

NEW YORK, Aug. 3, 2021 /PRNewswire/ -- Macquarie Infrastructure Corporation (NYSE: MIC) (the "Company") today provided an update on the previously announced sales of its Atlantic Aviation and MIC Hawaii businesses and reported its operational and financial results for the second quarter of 2021. 

"The increase in general aviation flight activity drove strong results in the quarter for Atlantic Aviation," said Christopher Frost, chief executive officer of MIC. "Within our MIC Hawaii segment, we benefited from an increase in visitor arrivals in Hawaii."

Update on Announced Sales

On June 7, 2021, MIC announced the sale of its Atlantic Aviation business (the "AA Transaction") to a newly formed entity controlled by KKR for $4.475 billion. On July 15, 2021, the waiting period for the Federal Trade Commission's review of the AA Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired without comment.

The MIC Board of Directors set August 23, 2021 as the record date for a Special Meeting of Shareholders to be held at 10:00 am Eastern time on September 21, 2021. At the meeting, shareholders will be asked to approve the AA Transaction. If approved, MIC expects the AA Transaction to close at the end of the third quarter of 2021 and result in a distribution of approximately $37.35 per unit. 

On June 14, 2021, MIC announced the merger of its MIC Hawaii businesses (the "MH Merger") into a newly formed entity managed by Argo Infrastructure Partners ("Argo") for $3.83 per unit.

On July 7, 2021, together with MIC Hawaii and Argo, the Company filed a petition with the Hawaii Public Utilities Commission seeking approval of the change of control over the regulated portion of Hawaii Gas as contemplated in the MH Merger. The approval process is expected to conclude in the first half of 2022. Shareholders will be asked to approve the MH Merger, in addition to the AA Transaction, at the September 21, 2021 Special Meeting of Shareholders.

Operational and Financial Results

MIC's results for the second quarter of 2021 reflect solid performance by its Atlantic Aviation subsidiary on the strength of the recovery in domestic general aviation flight activity and a continued positive trajectory in the performance of its MIC Hawaii businesses as tourism in Hawaii recovers from COVID-induced lows.

MIC recorded net income from continuing operations of $6.9 million compared with a net loss of $24.4 million in the second quarter of 2020 ("prior comparable period"). The improvement reflects primarily higher revenue and lower interest expense, partially offset by increases in operating expenses and income taxes.

The Company reported Adjusted EBITDA excluding non-cash items from continuing operations of $77.9 million for the quarter, versus $18.6 million in the prior comparable period.

MIC used $79.5 million of cash from operating activities during the quarter ended June 30, 2021 compared with cash provided by operating activities of $17.8 million in the prior comparable period. The change primarily reflects the payment of capital gains taxes related to the sale of the Company's IMTT business, partially offset by higher EBITDA excluding non-cash items.

The Company reported Adjusted Free Cash Flow from continuing operations of $51.6 million for the quarter, versus $1.2 million in the prior comparable period. The increase reflects higher EBITDA excluding non-cash items and lower cash interest, partially offset by higher cash taxes and maintenance capital expenditures.

Second Quarter 2021 Segment Results

Atlantic Aviation

Atlantic Aviation generated EBITDA excluding non-cash items of $70.3 million in the second quarter of 2021, up from $16.9 million in the prior comparable period and above the $61.9 million recorded in the second quarter of 2019. The result was driven by a substantial recovery in general aviation flight activity (take offs and landings) versus the second quarter in 2020.

As reported by the Federal Aviation Administration, same store general aviation flight activity at airports on which Atlantic Aviation operates increased by 137% in the second quarter compared with the second quarter of 2020 and increased by 11% versus the second quarter of 2019. The activity was substantially domestic in nature and was strongest at predominantly leisure-oriented destinations in the Intermountain West and Florida. Although activity at business-oriented destinations increased during the quarter, it remains below industry average and pre-pandemic levels.

MIC Hawaii

MIC Hawaii generated EBITDA excluding non-cash items of $11.1 million in the second quarter of 2021, up from $7.2 million in the second quarter of 2020 and down from $14.3 million in the second quarter in 2019. The result reflects the ongoing recovery in the number of visitors to Hawaii from the lows in 2020, although not yet to the historically high levels of 2019, partially offset by a higher cost of purchased propane.

Commercial and industrial gas consumption increased during the quarter with the higher number of visitor arrivals while residential gas consumption was stable. Total gas consumption increased by 54% versus the second quarter in 2020 but was 8% below consumption in the second quarter of 2019.

Corporate and Other

MIC's Corporate and Other segment result primarily includes fees payable to the Company's external manager, public company expenses and interest expense on holding company level debt. Higher expenditures in the second quarter of 2021, including costs incurred in connection with efforts to sell the Company's operating businesses, resulted in the generation of EBITDA excluding non-cash items of ($10.1) million compared with ($7.3) million the second quarter of 2020.

Discontinuing Financial Guidance

With the announced sales of Atlantic Aviation and MIC Hawaii, the Company will no longer provide outlook on the performance of its businesses and is withdrawing its previously provided guidance.

Summary Financial Information

About MIC

MIC owns and operates businesses providing basic services to customers in the United States. Its businesses consist of an airport services business, Atlantic Aviation; and entities comprising an energy services, production and distribution segment, MIC Hawaii. For additional information, please visit the MIC website at www.macquarie.com/mic.

Use of Non-GAAP Measures

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) excluding non-cash items and Free Cash Flow

In addition to MIC's results under U.S. GAAP, the Company uses the non-GAAP measures EBITDA excluding non-cash items and Free Cash Flow to assess the performance and prospects of its businesses.

MIC measures EBITDA excluding non-cash items as a reflection of its businesses' ability to effectively manage the volume of products sold or services provided, the operating margin earned on those transactions and the management of operating expenses independent of the capitalization and tax attributes of those businesses. The Company believes investors use EBITDA excluding non-cash items primarily to assess the operating performance of its businesses and to make comparisons with the operating performance of other businesses whose depreciation and amortization expense may vary widely from MIC's, particularly where acquisitions and other non-operating factors are involved. MIC defines EBITDA excluding non-cash items as net income (loss) or earnings —the most comparable GAAP measure— before interest, taxes, depreciation and amortization and non-cash items including impairments, unrealized derivative gains and losses, adjustments for other non-cash items and pension expense reflected in the statements of operations. Other non-cash expenses, net, excludes the adjustment to bad debt expense related to the specific reserve component, net of recoveries. EBITDA excluding non-cash items also excludes base management fees and performance fees, if any, whether paid in cash or stock.

The Company's businesses can be characterized as owners of high-value, long-lived assets capable of generating substantial Free Cash Flow. MIC defines Free Cash Flow as cash from operating activities —the most comparable GAAP measure —less maintenance capital expenditures and adjusted for changes in working capital.

Management uses Free Cash Flow as a measure of its ability to fund acquisitions, invest in growth projects, reduce, or repay indebtedness and/or return capital to shareholders. GAAP metrics such as net income (loss) do not provide MIC management with the same level of visibility into the performance and prospects of the business as a result of: (i) the capital intensive nature of MIC's businesses and the generation of non-cash depreciation and amortization; (ii) shares issued to the Company's external manager under the Management Services Agreement, (iii) the Company's ability to defer all or a portion of current federal income taxes; (iv) non-cash mark-to-market adjustment of the value of derivative instruments; (v) gains (losses) related to the write-off or disposal of assets or liabilities, (vi) non-cash compensation expense incurred in relation to the incentive plans for senior management of the Company's operating business; and (vii) pension expense. Pension expenses primarily consist of interest expense, expected return on plan assets and amortization of actuarial and performance gains and losses. Any cash contributions to pension plans are reflected as a reduction in Free Cash Flow and are not included in pension expense. Management believes that external consumers of its financial statements, including investors and research analysts, use Free Cash Flow to assess the Company's ability to fund acquisitions, invest in growth projects, reduce or repay indebtedness, and/or return capital to shareholders.

In its Quarterly Report on Form 10-Q, the Company has disclosed Free Cash Flow on a consolidated basis and for each of its operating segments and MIC Corporate and Other. Management believes that both EBITDA excluding non-cash items and Free Cash Flow support a more complete and accurate understanding of the financial and operating performance of its businesses than would otherwise be achieved using GAAP results alone.

Free Cash Flow does not take into consideration required payments on indebtedness and other fixed obligations or other cash items that are excluded from MIC's definition of Free Cash Flow. Management notes that Free Cash Flow may be calculated differently by other companies thereby limiting its usefulness as a comparative measure. Free Cash Flow should be used as a supplemental measure to help understand MIC's financial performance and not in lieu of its financial results reported under GAAP.

See the tables below for a reconciliation of Net Income (loss) to EBITDA excluding non-cash items from continuing operations and a reconciliation of cash provided by operating activities from continuing operations to Free Cash Flow from continuing operations.

Classification of Maintenance Capital Expenditures and Growth Capital Expenditures

MIC categorizes capital expenditures as either maintenance capital expenditures or growth capital expenditures. As neither maintenance capital expenditure nor growth capital expenditure is a GAAP term, the Company has adopted a framework to categorize specific capital expenditures. In broad terms, maintenance capital expenditures primarily maintain MIC's businesses at current levels of operations, capability, profitability, or cash flow, while growth capital expenditures primarily provide new or enhanced levels of operations, capability, profitability, or cash flow. Management considers various factors in determining whether a specific capital expenditure will be classified as maintenance or growth.

MIC does not bifurcate specific capital expenditures into growth and maintenance components. Each discrete capital expenditure is considered within the above framework and the entire capital expenditure is classified as either maintenance or growth.

Important Information For Investors And Stockholders

In connection with the proposed transactions, Macquarie Infrastructure Corporation (the "Company") has filed a proxy statement with the Securities and Exchange Commission ("SEC") on July 15, 2021, the definitive version of which will be mailed to stockholders of the Company.  INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders are able to obtain free copies of the proxy statement and other documents filed with the SEC by the Company through the website maintained by the SEC at https://www.sec.gov. Copies of the documents filed with the SEC by the Company will also be available free of charge on the Company website at www.macquarie.com/mic or by writing to us at 125 West 55th Street, New York, New York 10019, United States of America, Attention: Investor Relations.

Certain Information Regarding Participants

The Company and its directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transactions.  Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 17, 2021, and its definitive proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on March 29, 2021.  Other information regarding the participants of the Company in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC regarding the transaction when they become available.

Disclaimer on Forward Looking Statements

This communication contains forward-looking statements.  The Company may, in some cases, use words such as "project," "believe," "anticipate," "plan," "expect," "estimate," "intend," "should," "would," "could," "potentially" or "may" or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements.  Such statements include, among others, those concerning the Company's expected financial performance and strategic and operational plans, statements regarding sales of the Company's operating businesses (including the Company's reorganization) and the anticipated uses of any proceeds therefrom, statements regarding the anticipated specific and overall impacts of the COVID-19 pandemic, as well as all assumptions, expectations, predictions, intentions or beliefs about future events.  Forward-looking statements in this communication are subject to a number of risks and uncertainties, some of which are beyond the Company's control, including, among other things: changes in general economic or business conditions; the ongoing impact of the COVID-19 pandemic; the Company's ability to complete the sales of its operating businesses; uncertainties as to the timing of the consummation of the proposed transactions; the risk that conditions to closing of the proposed transactions are not satisfied, including the failure to timely obtain the requisite stockholder approvals or regulatory clearances; the occurrence of any event giving rise to a termination of the proposed transactions; the Company's ability to service, comply with the terms of and refinance debt; its ability to retain or replace qualified employees; in the absence of a sale or sales of its businesses, its ability to complete growth projects, deploy growth capital and manage growth, make and finance future acquisitions and implement its strategy; the regulatory environment; demographic trends; the political environment; the economy, tourism, construction and transportation costs; air travel; environmental costs and risks; fuel and gas and other commodity costs; the Company's ability to recover increases in costs from customers; cybersecurity risks; work interruptions or other labor stoppages; risks associated with acquisitions or dispositions; litigation risks; reliance on sole or limited source suppliers, risks or conflicts of interests involving the Company's relationship with the Macquarie Group; and changes in U.S. federal tax law.  These and other risks and uncertainties are described under the caption "Risk Factors" in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2020 and in its other reports filed from time to time with the SEC.

The Company's actual results, performance, prospects, or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which the Company is not currently aware could also cause its actual results to differ. In light of these risks, uncertainties, and assumptions, you should not place undue reliance on any forward-looking statements. The forward-looking events discussed in this communication may not occur.  These forward-looking statements are made as of the date of this communication. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash from both continuing and discontinued operations reported within the consolidated condensed balance sheets that is presented in the consolidated condensed statements of cash flows: