Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-32384 | |
Entity Registrant Name | MACQUARIE INFRASTRUCTURE CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 43-2052503 | |
Entity Address, Address Line One | 125 West 55th Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 231-1000 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | MIC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 86,853,672 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001289790 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash and cash equivalents | $ 1,156 | $ 357 | |
Restricted cash | 1 | 1 | |
Accounts receivable, net of allowance for doubtful accounts | 71 | 97 | |
Inventories | 24 | 31 | |
Prepaid expenses | 14 | 13 | |
Income tax receivable | 12 | 11 | |
Other current assets | 16 | 19 | |
Total current assets | 1,294 | 529 | |
Property, equipment, land and leasehold improvements, net | 3,220 | 3,202 | |
Operating lease assets, net | 332 | 336 | |
Investment in unconsolidated business | 8 | 9 | |
Goodwill | 2,044 | 2,043 | |
Intangible assets, net | 717 | 729 | |
Other noncurrent assets | 11 | 13 | |
Total assets | 7,626 | 6,861 | |
Current liabilities: | |||
Due to Manager-related party | 2 | 3 | |
Accounts payable | 34 | 67 | |
Accrued expenses | 83 | 86 | |
Current portion of long-term debt | 286 | 12 | |
Operating lease liabilities - current | 19 | 20 | |
Fair value of derivative liabilities | 13 | 7 | |
Other current liabilities | 26 | 35 | |
Total current liabilities | 463 | 230 | |
Long-term debt, net of current portion | 3,253 | 2,654 | |
Deferred income taxes | 679 | 679 | |
Operating lease liabilities - noncurrent | 318 | 320 | |
Other noncurrent liabilities | 169 | 167 | |
Total liabilities | 4,882 | 4,050 | |
Commitments and contingencies | 0 | 0 | |
Stockholders' equity: | |||
Additional paid in capital | [1] | 1,123 | 1,198 |
Accumulated other comprehensive loss | [1] | (40) | (37) |
Retained earnings | [1] | 1,652 | 1,641 |
Total stockholders’ equity | [1] | 2,735 | 2,802 |
Noncontrolling interests | [1] | 9 | 9 |
Total equity | [1] | 2,744 | 2,811 |
Total liabilities and equity | $ 7,626 | $ 6,861 | |
[1] | The Company is authorized to issue the following classes of stock: (i) 500,000,000 shares of common stock, par value $0.001 per share. At March 31, 2020 and December 31, 2019 , the Company had 86,814,466 shares and 86,600,302 shares of common stock issued and outstanding, respectively; (ii) 100,000,000 shares of preferred stock, par value $0.001 per share authorized. At March 31, 2020 and December 31, 2019 , no preferred stocks were issued or outstanding; and (iii) 100 shares of special stock, par value $0.001 per share, issued and outstanding to its Manager as at March 31, 2020 and December 31, 2019 . |
CONSOLIDATED CONDENSED BALANC_2
CONSOLIDATED CONDENSED BALANCE SHEETS (Parentheticals) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued (in shares) | 86,814,466 | 86,600,302 |
Common stock, shares outstanding (in shares) | 86,814,466 | 86,600,302 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Special stock, shares issued (in shares) | 100 | 100 |
Special stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Special stock, shares outstanding (in shares) | 100 | 100 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Revenue | |||
Total revenue | $ 416 | $ 482 | |
Costs and expenses | |||
Selling, general and administrative | 96 | 80 | |
Fees to Manager-related party | 7 | 8 | |
Depreciation | 51 | 48 | |
Amortization of intangibles | 14 | 15 | |
Total operating expenses | 355 | 359 | |
Operating income | 61 | 123 | |
Other income (expense) | |||
Interest income | 0 | 3 | |
Interest expense | [1] | (42) | (42) |
Other income, net | 1 | 4 | |
Net income from continuing operations before income taxes | 20 | 88 | |
Provision for income taxes | (9) | (24) | |
Net income from continuing operations | 11 | 64 | |
Discontinued Operations | |||
Net income from discontinued operations before income taxes | [2] | 0 | 3 |
Benefit for income taxes | [2] | 0 | 2 |
Net income from discontinued operations | [2] | 0 | 5 |
Net income | 11 | 69 | |
Net income from continuing operations | 11 | 64 | |
Net income from continuing operations attributable to MIC | 11 | 64 | |
Net income from discontinued operations | [2] | 0 | 5 |
Less: net loss attributable to noncontrolling interests | 0 | (1) | |
Net income from discontinued operations attributable to MIC | 0 | 6 | |
Net income attributable to MIC | $ 11 | $ 70 | |
Basic income per share from continuing operations attributable to MIC (in dollars per share) | $ 0.13 | $ 0.75 | |
Basic income per share from discontinued operations attributable to MIC (in dollars per share) | 0 | 0.07 | |
Basic income per share attributable to MIC (in dollars per share) | $ 0.13 | $ 0.82 | |
Weighted average number of shares outstanding: basic (in shares) | 86,686,972 | 85,872,132 | |
Diluted income per share from continuing operations attributable to MIC (in dollars per share) | $ 0.13 | $ 0.73 | |
Diluted income per share from discontinued operations attributable to MIC (in dollars per share) | 0 | 0.06 | |
Diluted income per share attributable to MIC (in dollars per share) | $ 0.13 | $ 0.79 | |
Weighted average number of shares outstanding: diluted (in shares) | 86,718,067 | 93,913,267 | |
Cash dividends declared per share (in dollars per share) | $ 0 | $ 1 | |
Service | |||
Revenue | |||
Total revenue | $ 356 | $ 418 | |
Costs and expenses | |||
Cost of services and product sales | 145 | 168 | |
Product | |||
Revenue | |||
Total revenue | 60 | 64 | |
Costs and expenses | |||
Cost of services and product sales | $ 42 | $ 40 | |
[1] | Interest expense includes losses on derivative instruments of $9 million and $4 million for the quarters ended March 31, 2020 and 2019 , respectively. | ||
[2] | See Note 4, “Discontinued Operations and Dispositions”, for discussions on businesses classified as held for sale. |
CONSOLIDATED CONDENSED STATEM_2
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Parentheticals) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Gain (loss) on derivative instruments | $ (14) | $ (3) |
Interest Expense | ||
Gain (loss) on derivative instruments | $ (9) | $ (4) |
CONSOLIDATED CONDENSED STATEM_3
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 11 | $ 69 | |
Other comprehensive loss, net of taxes: | |||
Translation adjustment | [1] | (3) | 0 |
Other comprehensive loss | (3) | 0 | |
Comprehensive income | 8 | 69 | |
Less: comprehensive loss attributable to noncontrolling interests | 0 | (1) | |
Comprehensive income attributable to MIC | $ 8 | $ 70 | |
[1] | Translation adjustment is presented net of tax benefit of $1 million for the quarter ended March 31, 2020 . See Note 10, "Stockholders' Equity", for further discussions. |
CONSOLIDATED CONDENSED STATEM_4
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Statement of Comprehensive Income [Abstract] | |
Translation adjustment, net of tax benefit | $ (1) |
CONSOLIDATED CONDENSED STATEM_5
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Manager | Special Stock | Common Stock | Common StockManager | Additional Paid In Capital | Additional Paid In CapitalManager | Accumulated Other Comprehensive Loss | Retained Earnings | Total Stockholders’ Equity | Total Stockholders’ EquityManager | Noncontrolling Interests | |||
Beginning balance (in shares) at Dec. 31, 2018 | 100 | 85,800,303 | [1] | ||||||||||||
Beginning balance at Dec. 31, 2018 | $ 3,117 | $ 1,510 | $ (30) | $ 1,485 | $ 2,965 | $ 152 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of shares to Manager (in shares) | [1] | 182,029 | |||||||||||||
Issuance of shares to Manager | $ 8 | $ 8 | $ 8 | ||||||||||||
Dividends to common stockholders | [2] | (86) | (86) | (86) | |||||||||||
Distributions to noncontrolling interests | (2) | (2) | |||||||||||||
Comprehensive income (loss), net of taxes | 69 | 70 | 70 | (1) | |||||||||||
Ending balance (in shares) at Mar. 31, 2019 | 100 | 85,982,332 | [1] | ||||||||||||
Ending balance at Mar. 31, 2019 | 3,106 | 1,432 | (30) | 1,555 | 2,957 | 149 | |||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 100 | 86,600,302 | [1] | ||||||||||||
Beginning balance at Dec. 31, 2019 | 2,811 | [3] | 1,198 | (37) | 1,641 | 2,802 | 9 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of shares to Manager (in shares) | [1] | 213,365 | |||||||||||||
Issuance of shares to Manager | $ 9 | $ 9 | $ 9 | ||||||||||||
Stock vested under compensation plans (in shares) | [1],[4] | 1,100 | |||||||||||||
Stock vested under compensation plans | [4] | 0 | 0 | 0 | |||||||||||
Stock withheld for taxes on vested stock (in shares) | [1],[4] | (301) | |||||||||||||
Stock-based compensation expense | 3 | 3 | 3 | ||||||||||||
Dividends to common stockholders | [2] | (87) | (87) | (87) | |||||||||||
Comprehensive income (loss), net of taxes | 8 | (3) | 11 | 8 | |||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 100 | 86,814,466 | [1] | ||||||||||||
Ending balance at Mar. 31, 2020 | $ 2,744 | [3] | $ 1,123 | $ (40) | $ 1,652 | $ 2,735 | $ 9 | ||||||||
[1] | The Company is authorized to issue 500,000,000 shares of common stock with a par value $0.001 per share. | ||||||||||||||
[2] | See Note 13, “Related Party Transactions”, for cash dividends paid on shares for each period. | ||||||||||||||
[3] | The Company is authorized to issue the following classes of stock: (i) 500,000,000 shares of common stock, par value $0.001 per share. At March 31, 2020 and December 31, 2019 , the Company had 86,814,466 shares and 86,600,302 shares of common stock issued and outstanding, respectively; (ii) 100,000,000 shares of preferred stock, par value $0.001 per share authorized. At March 31, 2020 and December 31, 2019 , no preferred stocks were issued or outstanding; and (iii) 100 shares of special stock, par value $0.001 per share, issued and outstanding to its Manager as at March 31, 2020 and December 31, 2019 . | ||||||||||||||
[4] | Stocks vested and issued under the 2016 Omnibus Employee Incentive Plan and 2014 Independent Directors' Equity Plan. Under the 2016 Omnibus Employee Incentive Plan, shares are withheld for the employee portion of taxes on vested awards and are available for future grants. |
CONSOLIDATED CONDENSED STATEM_6
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (Parentheticals) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Statement of Stockholders' Equity [Abstract] | |||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
CONSOLIDATED CONDENSED STATEM_7
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities | ||
Net income from continuing operations | $ 11 | $ 64 |
Adjustments to reconcile net income to net cash provided by operating activities from continuing operations: | ||
Depreciation and amortization of property and equipment | 51 | 48 |
Amortization of intangible assets | 14 | 15 |
Amortization of debt financing costs | 2 | 3 |
Amortization of debt discount | 1 | 1 |
Adjustments to derivative instruments | 12 | 7 |
Fees to Manager-related party | 7 | 8 |
Deferred taxes | 2 | 17 |
Other non-cash expense, net | 5 | 4 |
Changes in other assets and liabilities, net of acquisitions: | ||
Accounts receivable | 23 | (11) |
Inventories | 7 | 0 |
Prepaid expenses and other current assets | (2) | (5) |
Accounts payable and accrued expenses | (27) | (2) |
Income taxes payable | 4 | 7 |
Other, net | (11) | (5) |
Net cash provided by operating activities from continuing operations | 99 | 151 |
Investing activities | ||
Acquisitions of businesses and investments, net of cash, cash equivalents and restricted cash acquired | (13) | 0 |
Purchases of property and equipment | (71) | (44) |
Loan to project developer | 0 | (1) |
Net cash used in investing activities from continuing operations | (84) | (45) |
Financing activities | ||
Proceeds from long-term debt | 874 | 0 |
Payment of long-term debt | (3) | (3) |
Dividends paid to common stockholders | (87) | (86) |
Debt financing costs paid | 0 | (1) |
Net cash provided by (used in) financing activities from continuing operations | 784 | (90) |
Net change in cash, cash equivalents and restricted cash from continuing operations | 799 | 16 |
Cash flows (used in) provided by discontinued operations: | ||
Net cash used in operating activities | 0 | (13) |
Net cash used in investing activities | 0 | (8) |
Net cash provided by financing activities | 0 | 23 |
Net cash provided by discontinued operations | 0 | 2 |
Net change in cash, cash equivalents and restricted cash | 799 | 18 |
Cash, cash equivalents and restricted cash, beginning of period | 358 | 629 |
Cash, cash equivalents and restricted cash, end of period | 1,157 | 647 |
Non-cash investing and financing activities: | ||
Accrued purchases of property and equipment | 25 | 12 |
Issuance of shares to Manager | 9 | 8 |
Leased assets obtained in exchange for new operating lease liabilities | 5 | 1 |
Taxes paid, net | 3 | 1 |
Interest paid, net | 21 | 31 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Total of cash, cash equivalents and restricted cash shown in the consolidated condensed statement of cash flows | $ 1,157 | $ 647 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Macquarie Infrastructure Corporation (MIC) is a Delaware corporation formed on May 21, 2015. MIC’s predecessor, Macquarie Infrastructure Company LLC, was formed on April 13, 2004. Macquarie Infrastructure Corporation, both on an individual entity basis and together with its consolidated subsidiaries, is referred to in these financial statements as the “Company” or “MIC”. MIC is externally managed by Macquarie Infrastructure Management (USA) Inc. (the Manager) pursuant to the terms of a Management Services Agreement, subject to the oversight and supervision of the Board. Six of the eight members of the Board, and all of the members of each of the Company's Audit, Compensation and Nominating and Governance committees, are independent and have no affiliation with Macquarie. The Manager is a member of the Macquarie Group of companies comprising Macquarie Group Limited and its subsidiaries and affiliates worldwide. Macquarie Group Limited is headquartered in Australia and is listed on the Australian Securities Exchange. The Company owns its businesses through its direct wholly-owned subsidiary MIC Ohana Corporation, the successor to Macquarie Infrastructure Company Inc. The Company owns and operates a portfolio of infrastructure and infrastructure-like businesses that provide services to corporations, government agencies and individual customers primarily in the United States (U.S.). The Company's operations are organized into four segments: • International-Matex Tank Terminals (IMTT): a business providing bulk liquid storage and handling services to third-parties at 17 terminals in the U.S. and two in Canada; • Atlantic Aviation: a provider of jet fuel, terminal, aircraft hangaring and other services primarily to operators of general aviation (GA) jet aircraft at 70 airports throughout the U.S.; • MIC Hawaii: comprising a company that processes and distributes gas and provides related services (Hawaii Gas) and several smaller businesses collectively engaged in efforts to reduce the cost and improve the reliability and sustainability of energy in Hawaii; and • Corporate and Other: comprising MIC Corporate (holding company headquarters in New York City) and a shared services center in Plano, Texas. Effective October 1, 2018, the Bayonne Energy Center (BEC) and substantially all of the Company’s portfolio of solar and wind power generation businesses were classified as discontinued operations and the Company’s Contracted Power segment was eliminated. All periods reflect this change. In July 2019, the Company completed the sales of its wind power generating portfolio and all but one of the assets in its solar power generating portfolio. The sale of the remaining solar facility closed during September 2019. On January 1, 2019, the Company also classified its majority interest in a renewable power development business as a discontinued operation, the sale of which closed in July 2019. A remaining relationship with a third-party developer of renewable power facilities has been reported as a component of Corporate and Other through the expiration of the relationship in July 2019. For additional information, see Note 4, “Discontinued Operations and Dispositions”. In October 2019, in addition to the active management of the existing portfolio of businesses, the Board resolved to simultaneously pursue strategic alternatives including potentially a sale of the Company or its operating businesses as a means of unlocking additional value for stockholders. The Company has not set a timetable for completing any transaction and there can be no assurance that any transaction(s) will occur on favorable terms or at all. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the U.S. and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP 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. The consolidated balance sheet at December 31, 2019 has been derived from audited financial statements but does not include all of the information and notes required by GAAP for complete financial statements. Certain reclassifications were made to the financial statements for the prior period to conform to current period presentation. 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, 2019 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 25, 2020. Operating results for the quarter ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or for any future interim periods. Use of Estimates The preparation of unaudited consolidated condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures related thereto at the date of the unaudited consolidated condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates these estimates and assumptions on an ongoing basis. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited interim consolidated condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. Financial Instruments The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and variable-rate senior debt, are carried at cost, which approximates their fair value because of either the short-term maturity or competitive interest rates assigned to these financial instruments. The fair values of the Company’s other debt instruments fall within level 1 or level 2 of the fair value hierarchy. At December 31, 2019, the Company had $40 million of commercial paper included in cash and cash equivalents . Commercial paper consists of maturities of three months or less and are issued by counterparties with Standard & Poor's rating of A1+ or higher. The Company did not have any commercial paper at March 31, 2020. Income Taxes The Company files a consolidated federal income tax return that includes the financial results of IMTT, Atlantic Aviation and MIC Hawaii. Pursuant to a tax sharing agreement these businesses pay MIC an amount equal to the federal income tax each would pay on a standalone basis as if they were not part of the consolidated federal income tax return. In addition, the businesses file income tax returns and may pay taxes in the state and local jurisdictions in which they operate. In calculating its state income tax provision, the Company has provided a valuation allowance for certain state income tax net operating loss (NOL) carryforwards, the use of which is uncertain. The Company expects to incur a federal taxable loss for the year ended December 31, 2020. Under the U.S. Coronavirus Aid, Relief and Economic Security (CARES) Act, any NOL generated in 2020 may be carried back five years. The Company is currently assessing the impact of this provision of the CARES Act. Recently Issued Accounting Standards In August 2018, the FASB issued ASU No. 2018-14, Compensation — Retirement Benefits — Defined Benefit Plans — General (Subtopic 715-20): Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans . The amendments in ASU 2018-14 update disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments in this update are effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The Company will include appropriate disclosures related to defined benefit plans in accordance with the standard when it adopts the provisions of this ASU. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement |
Impact of COVID-19 Impact of CO
Impact of COVID-19 Impact of COVID-19 | 3 Months Ended |
Mar. 31, 2020 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Impact of COVID-19 | Impact of COVID-19 Impact to MIC Businesses The impact of COVID-19 has varied across the Company’s businesses. The reduction in consumption of refined petroleum products associated with the slowing of economic activity, together with increased production of crude oil, has for the time being resulted in increased demand for storage of these products and driven improved performance at IMTT. Conversely, stay-at-home orders and limitations on travel have abruptly reduced demand for the products and services provided by Atlantic Aviation and MIC Hawaii. The petroleum storage industry has, in general, performed well during the pandemic while the travel and tourism industries, and the businesses reliant on them, have been significantly negatively affected. The Company continues to closely monitor the effects of COVID-19 and is actively managing its response placing a priority on the health and safety of its employees, contractors, their families, customers and the broader communities in which it operates. MIC businesses are classified as essential services and remain operational and there have been no service disruptions related to the pandemic. The Company has implemented a pandemic response plan and has taken actions that allow it to continue to provide services in a safe and effective manner. Procedures implemented include: (i) a work from home policy for all employees that are able to do so; (ii) limiting operations to only those required to meet safety, regulatory or customer needs; (iii) enhanced cleaning and disinfection of facilities; (iv) limiting interactions between employees through social distancing; (v) increased usage of personal protective equipment; (vi) modification of shift schedules to reduce exposure between shifts; (vii) limiting IMTT terminals access to essential personnel; and (viii) requiring all individuals who enter the IMTT terminals submit to temperature scans. The Company is also reviewing the benefits that may be available under the CARES Act. The Act includes provisions for federal grants or government-backed loans to businesses, employee benefits and retention credits, easing of certain income tax rules and a payroll tax deferral, among others. Several of these provisions may be applicable to the Company or to its operating businesses. Initial indications are that these are likely to be immaterial to the business’ results of operations. In light of the ongoing impacts of the pandemic on the Company, the reduced level of economic activity and uncertainty around the timing of any recovery from the impact of the pandemic, the Company withdrew its financial guidance it had provided to the market on February 25, 2020. The Company has visibility into the financial performance of IMTT given the contracted nature of its storage revenue although these may be partially offset by reduction in revenue related to the provision of ancillary services including blending, packaging or throughput. The uncontracted nature of the majority of the revenue generated by each of Atlantic Aviation and MIC Hawaii means that the Company has extraordinarily limited visibility into the prospects for these businesses over the short to medium term. A relaxation of travel restrictions and stay-at-home orders will likely be an early indication that the Company could expect improved performance from Atlantic Aviation and MIC Hawaii, although the rate of any improvement is highly unpredictable given the inability to forecast the consumer response in a post-COVID-19 environment. Given the significant decline in jet fuel sales at Atlantic Aviation and gas sales at MIC Hawaii in April 2020, the Company does not currently anticipate meaningful improvement during the second quarter of 2020. Impact to Liquidity and Balance Sheet In light of the disruption in the global markets and the unpredictability of the sustained impact to its businesses caused by COVID-19, during March and April 2020, the Company took certain measures to preserve financial flexibility and increase the strength of its balance sheet and its liquidity position. In March 2020, the Company suspended its cash dividend. The suspension will result in the retention of approximately $260 million should it remain in place through the end of 2020. In addition, in March 2020, the Company drew down a total of $874 million on revolving credit facilities including $599 million on its MIC holding company level revolving credit facility and $275 million on the Atlantic Aviation revolving credit facility. The proceeds were additive to the approximately $300 million of cash already on hand. Although the Company has and continues to have no immediate need for the additional liquidity, the drawdowns were deemed prudent to preserve financial flexibility. On April 30, 2020, Atlantic Aviation fully repaid the outstanding balance on its revolving credit facility and effective May 4, 2020, reduced the commitments on this facility to $10 million . The $10 million revolving commitments are in place solely with respect to letters of credit currently outstanding (and such commitments will be reduced after each existing letter of credit expires or otherwise terminates). In connection with the repayment of the revolving credit facility and reduction in commitments, Atlantic Aviation and its lenders amended the credit agreement to remove the covenant requiring the Company to maintain a ratio of net debt/EBITDA at or below 5.5 x over a trailing twelve-month period. Such financial covenant will not be applicable so long as letters of credit issued under the credit facility are cash collateralized and rolled over to stand-alone letter of credit facilities upon renewal. With the steps taken to strengthen its financial position summarized above, the Company has no immediate need for additional capital. Subsequent to the repayment and reduction in commitments related to the Atlantic revolving credit facility, the Company has approximately $1,530 million of liquidity available comprised of cash on hand and undrawn balances on its revolving credit facilities. Over the next twelve months, the Company currently expects to fund its operations, service its debt, make state tax payments, fund essential maintenance capital expenditures, deploy growth capital and make required principal repayments using cash generated from the operations of its businesses and cash on hand. At March 31, 2020, each of the operating businesses and MIC Corporate were in compliance with their financial covenants in accordance with its debt agreements. Impact to Goodwill and Long-Lived Assets |
Discontinued Operations and Dis
Discontinued Operations and Dispositions | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Dispositions | Discontinued Operations and Dispositions The Company accounts for disposals that represent a strategic shift that should have or will have a major effect on operations as discontinued operations in the consolidated condensed statement of operations for current and prior periods commencing in the period in which the business or group of businesses meets the criteria of a discontinued operation. These results include any gain or loss recognized on disposal or adjustment of the carrying amount to fair value less cost to sell. Renewable Businesses Sale During the fourth quarter of 2018, the Company commenced a sale process involving its portfolios of 142 megawatts (MW) (gross) of solar generation assets and 203 MW (gross) of wind generation assets. In July 2019, the Company completed the sales of its wind power generating portfolio and all but one of the assets in its solar power generating portfolio. The sale of the remaining solar facility closed during September 2019. Upon closing of the transactions involving the portfolios of operating solar and wind assets, MIC deconsolidated $295 million of long-term debt. In July 2019, the Company also completed the sale of its majority interest in a renewable power development business. The Company may be entitled to a deferred purchase price from the sale of its interest in the renewable power development business based on the sale of certain projects by the purchaser in the future. The aggregate gross proceeds to the Company from the above sales were approximately $275 million , or approximately $223 million net of taxes and transaction related expenses. Upon closing of the transactions, the Company recorded a pre-tax gain of approximately $80 million excluding any transaction costs. The Company incurred approximately $10 million in professional fees in relation to these transactions, which is included in Selling, General and Administrative Expenses in the consolidated condensed statement of operations. In 2019, the Company recorded $42 million in current tax expense primarily related to the gain on sale. The combination of the disposal of BEC in October 2018 and the commencement of the sale process of substantially all of its portfolio of solar and wind facilities represented a strategic shift for the Company that will have a major effect on operations. Accordingly, beginning in the fourth quarter of 2018 , these businesses were classified as discontinued operations and the Contracted Power segment was eliminated. There was no write-down of the carrying amount of the solar and wind facility assets as a result of this change in classification. The assets and liabilities of the solar and wind facilities have been classified as held for sale in the consolidated condensed balance sheets up until the date those assets are disposed. All prior periods have been restated to reflect these changes. During the first quarter of 2019, the Company also commenced the sale of its majority interest in its renewable power development business that was reported as part of the Company’s Corporate and Other segment in the fourth quarter of 2018. Accordingly, beginning in the first quarter of 2019, the results of this business were classified as discontinued operations and the assets and liabilities of this business have been classified as held for sale in the consolidated condensed balance sheets through the date of sale. A remaining relationship with a third-party developer of renewable power facilities has been reported as a component of Corporate and Other through the expiration of the relationship in July 2019. Summarized financial information for discontinued operations included in the Company’s consolidated condensed statement of operations for the quarter ended March 31, 2019 is as follows ($ in millions): Quarter Ended March 31, 2019 Product revenue $ 16 Cost of product sales (3 ) Selling, general & administrative expenses (4 ) Interest expense, net (5 ) Other expense, net (1 ) Net income from discontinued operations before income taxes $ 3 Benefit for income taxes 2 Net income from discontinued operations $ 5 Less: net loss attributable to noncontrolling interests (1 ) Net income from discontinued operations attributable to MIC $ 6 |
Income per Share
Income per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Income per Share | Income per Share Following is a reconciliation of the basic and diluted income per share computations ($ in millions, except share and per share data): Quarter Ended March 31, 2020 2019 Numerator: Net income from continuing operations attributable to MIC $ 11 $ 64 Interest expense attributable to 2.875% Convertible Senior Notes due July 2019, net of taxes — 2 Interest expense attributable to 2.00% Convertible Senior Notes due October 2023, net of taxes — 3 Diluted net income from continuing operations attributable to MIC $ 11 $ 69 Basic and diluted net income from discontinued operations attributable to MIC $ — $ 6 Denominator: Weighted average number of shares outstanding: basic 86,686,972 85,872,132 Dilutive effect of restricted stock unit grants (1) 31,095 23,646 Dilutive effect of 2.875% Convertible Senior Notes due July 2019 (2) — 4,383,316 Dilutive effect of 2.00% Convertible Senior Notes due October 2023 — 3,634,173 Weighted average number of shares outstanding: diluted 86,718,067 93,913,267 ___________ (1) Dilutive effect of restricted stock unit grants includes grants to independent directors under the 2014 Independent Directors' Equity Plan and certain employees of the Company's operating businesses under the 2016 Omnibus Employee Incentive Plan. (2) On July 15, 2019, the Company fully repaid the outstanding balance on the 2.875% Convertible Senior Notes due July 2019 at maturity using cash on hand. Quarter Ended March 31, 2020 2019 Income per share: Basic income per share from continuing operations attributable to MIC $ 0.13 $ 0.75 Basic income per share from discontinued operations attributable to MIC — 0.07 Basic income per share attributable to MIC $ 0.13 $ 0.82 Diluted income per share from continuing operations attributable to MIC $ 0.13 $ 0.73 Diluted income per share from discontinued operations attributable to MIC — 0.06 Diluted income per share attributable to MIC $ 0.13 $ 0.79 The following represents the weighted average potential dilutive shares of common stock that were excluded from the diluted income per share calculation: Quarter Ended March 31, 2020 2019 2.00% Convertible Senior Notes due October 2023 3,634,173 — |
Property, Equipment, Land and L
Property, Equipment, Land and Leasehold Improvements | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment, Land and Leasehold Improvements | Property, Equipment, Land and Leasehold Improvements Property, equipment, land and leasehold improvements at March 31, 2020 and December 31, 2019 consisted of the following ($ in millions): March 31, December 31, 2019 Land $ 319 $ 319 Buildings 40 40 Leasehold and land improvements 828 813 Machinery and equipment 2,962 2,951 Furniture and fixtures 53 52 Construction in progress 182 143 4,384 4,318 Less: accumulated depreciation (1,164 ) (1,116 ) Property, equipment, land and leasehold improvements, net $ 3,220 $ 3,202 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets at March 31, 2020 and December 31, 2019 consisted of the following ($ in millions): March 31, 2020 December 31, 2019 Contractual arrangements $ 923 $ 921 Non-compete agreements 14 14 Customer relationships 352 352 Trade names 16 16 Technology 9 9 1,314 1,312 Less: accumulated amortization (597 ) (583 ) Intangible assets, net $ 717 $ 729 The goodwill balance by reportable segments as of March 31, 2020 is comprised of the following ($ in millions): IMTT Atlantic Aviation MIC Hawaii Total Goodwill acquired in business combinations, net of disposals, at December 31, 2019 $ 1,430 $ 619 $ 123 $ 2,172 Accumulated impairment charges — (123 ) (3 ) (126 ) Other (2 ) (1 ) — (3 ) Balance at December 31, 2019 1,428 495 120 2,043 Goodwill related to 2020 acquisition — 1 — 1 Balance at March 31, 2020 $ 1,428 $ 496 $ 120 $ 2,044 The Company tests for goodwill impairment at the reporting unit level on an annual basis on October 1 st of each year and between annual tests if a triggering event indicates impairment. The Company monitors changing business conditions as well as industry and economic factors, among others, for events which could trigger the need for an interim impairment analysis. During the quarter ended March 31, 2020, the Company performed a goodwill triggering event analysis of its reportable segments and the Company as a whole due to the decline in its market capitalization and the impact and uncertainty around COVID-19. At September 30, 2019, the Company performed an impairment analysis resulting in the fair value of its reporting units exceeding its aggregate book value by $2.2 billion , or 33% . Approximately $1.9 billion of the excess was attributed to Atlantic Aviation, approximately $280 million to Hawaii Gas and approximately $20 million to IMTT. At IMTT, the Company looked at the impact of the supply and demand imbalance in the petroleum market and the significant decline in pricing on crude oil. In addition, COVID-19 and the resulting slowdown in economic activity, led to an oversupply of petroleum and other liquid products stored and handled by IMTT. These factors have increased the utilization levels at IMTT to the low to mid 90s percent and accelerated renewal on some customer contracts. Given the positive impacts to IMTT, the Company concluded there were no triggering events at IMTT. At Atlantic Aviation and Hawaii Gas, using the market approach performed in the September 2019 impairment analysis, the Company performed sensitivities to EBITDA and concluded that it was not more likely than not that the book value of the businesses was greater than the fair value. The Company currently expects these businesses will begin to show business recovery starting within six months and therefore the decrease in business activity is not permanent. The Company concluded that at March 31, 2020, there were no triggering events at Atlantic Aviation and Hawaii Gas. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt At March 31, 2020 and December 31, 2019 , the Company’s consolidated long-term debt balance comprised of the following ($ in millions): March 31, December 31, 2019 IMTT $ 1,109 $ 1,109 Atlantic Aviation 1,287 1,015 MIC Hawaii 194 195 MIC Corporate 988 388 Total 3,578 2,707 Current portion (286 ) (12 ) Long-term portion 3,292 2,695 Unamortized deferred financing costs (1) (39 ) (41 ) Long-term portion less unamortized debt discount and deferred financing costs $ 3,253 $ 2,654 ___________ (1) The weighted average remaining life of the deferred financing costs at March 31, 2020 was 5.1 years . At March 31, 2020 , the total undrawn capacity on the revolving credit facilities was $736 million excluding letters of credit outstanding of $12 million . On March 17, 2020, the Company drew down a total of $874 million on two revolving credit facilities. This comprised of $599 million on its $600 million holding company level revolving credit facility and $275 million on the $350 million revolving credit facility at Atlantic Aviation. Although the Company does not have immediate need for the additional liquidity, the drawdowns were deemed prudent to preserve financial flexibility in light of the disruption in the global markets and the unpredictability of the sustained impact to its businesses caused by COVID-19. See Atlantic Aviation below for discussions on subsequent repayment and amendment to its revolving credit facility. MIC Corporate At March 31, 2020, MIC Corporate had $599 million of its $600 million senior secured revolving credit facility drawn. The proceeds of this borrowing may be used for working capital, general corporate or other purposes. The senior secured revolving credit facility was undrawn at December 31, 2019. 2.00% Convertible Senior Notes due October 2023 ( 2.00% Convertible Senior Notes) At March 31, 2020 and December 31, 2019 , the Company had $389 million and $388 million , respectively, outstanding on its seven -year, 2.00% Convertible Senior Notes. At March 31, 2020 and December 31, 2019, the fair value of the liability component of the Notes was approximately $310 million and $370 million , respectively. At March 31, 2020, the conversion rate was 9.0290 shares of common stock per $1,000 principal amount. The 2.00% Convertible Senior Notes consisted of the following ($ in millions): March 31, December 31, 2019 Liability Component: Principal $ 403 $ 403 Unamortized debt discount (14 ) (15 ) Long-term debt, net of unamortized debt discount 389 388 Unamortized deferred financing costs (6 ) (6 ) Net carrying amount $ 383 $ 382 Equity Component $ 27 $ 27 For the quarters ended March 31, 2020 and 2019 , the Company incurred interest expense of $3 million related to the 2.00% Convertible Senior Notes, of which $1 million primarily related to the amortization of debt discount. IMTT At March 31, 2020 and December 31, 2019 , IMTT had $600 million of fixed rate senior notes, $509 million of Tax-Exempt Bonds, and $600 million in revolving credit facilities that remained undrawn. At March 31, 2020 and December 31, 2019, the fair value of the fixed rate senior notes was approximately $540 million and $635 million , respectively. Atlantic Aviation At March 31, 2020 and December 2019, Atlantic Aviation had $1,012 million and $1,015 million , respectively, outstanding on its seven -year senior secured first lien term loan facility. Atlantic Aviation also had a five -year, $350 million senior secured first lien revolving credit facility that was undrawn at December 31, 2019. During the quarter ended March 31, 2020 , Atlantic Aviation borrowed $275 million on its revolving credit facility. On April 30, 2020, Atlantic Aviation fully repaid the outstanding balance on its revolving credit facility and effective May 4, 2020, reduced the commitments on this facility to $10 million solely with respect to letters of credit currently outstanding. The amendment of the facility eliminates any leverage-based maintenance covenant on the Atlantic Aviation term loan as long as the letters of credit issued under the facility are cash collateralized and rolled over to standalone letters of credit facilities upon renewal. MIC Hawaii At March 31, 2020 and December 2019, Hawaii Gas had $100 million of fixed rate senior notes outstanding, that had a fair value of approximately $100 million and $105 million , respectively. Hawaii Gas also had an $80 million term loan outstanding and a $60 million revolving credit facility that was undrawn at March 31, 2020 and December 31, 2019 . In addition, MIC Hawaii's solar facilities had a term loan outstanding of $14 million and $15 million |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities Interest Rate Contracts The Company and certain of its businesses have in place variable-rate debt. Management believes that it is prudent to limit the variability of a portion of the business’ interest payments. To meet this objective, the Company enters into interest rate agreements, primarily using interest rate swaps and from time to time using interest rate caps, to manage fluctuations in cash flows resulting from interest rate risk on a portion of its debt with a variable-rate component. Interest rate swaps change the variable-rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the interest rate swaps, the Company receives variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed-rate debt for the portion of the debt that is swapped. At March 31, 2020 , the Company had $3,592 million of current and long-term debt, of which $865 million was economically hedged with interest rate contracts, $1,103 million was fixed rate debt and $1,624 million was unhedged. The Company does not use hedge accounting. All movements in the fair value of the interest rate derivatives are recorded directly through earnings. Commodity Price Contracts The risks associated with fluctuations in the prices that Hawaii Gas, a business within the MIC Hawaii reportable segment, pays for liquefied petroleum gas (LPG) is principally a result of market forces reflecting changes in supply and demand for LPG and other energy commodities. Hawaii Gas’ gross margin (revenue less cost of product sales excluding depreciation and amortization) is sensitive to changes in LPG supply costs and Hawaii Gas may not always be able to pass through cost increases fully or on a timely basis, particularly when product costs rise rapidly. In order to reduce the volatility of the business’ LPG market price risk, Hawaii Gas has used and expects to continue to use over-the-counter commodity derivative instruments. Hawaii Gas does not use commodity derivative instruments for speculative or trading purposes. Over-the-counter derivative instruments used by Hawaii Gas to hedge forecasted purchases of LPG are generally settled at expiration of the contract. Financial Statement Location Disclosure for Derivative Instruments The Company measures derivative instruments at fair value using the income approach which discounts the future net cash settlements expected under the derivative contracts to a present value. These valuations use primarily observable (level 2) inputs, including contractual terms, interest rates and yield curves observable at commonly quoted intervals. The Company’s fair value measurements of its derivative instruments and the related location of the assets and liabilities within the consolidated condensed balance sheets at March 31, 2020 and December 31, 2019 were ($ in millions): Assets (Liabilities) at Fair Value Balance Sheet Classification March 31, December 31, 2019 Fair value of derivative instruments - other current assets $ — $ 3 Fair value of derivative instruments - other noncurrent assets — 2 Total derivative contracts - assets $ — $ 5 Fair value of derivative instruments - current liabilities $ (13 ) $ (7 ) Fair value of derivative instruments - other noncurrent liabilities (2 ) — Total derivative contracts – liabilities $ (15 ) $ (7 ) The Company’s hedging activities for the quarters ended March 31, 2020 and 2019 and the related location within the consolidated condensed statements of operations were ($ in millions): Income Statement Classification Amount of (Loss) Gain Recognized in Consolidated Condensed Statements of Operations for the Quarters Ended March 31, 2020 2019 Interest expense - interest rate caps $ (3 ) $ (2 ) Interest expense - interest rate swaps (6 ) (2 ) Cost of product sales - commodity swaps (5 ) 1 Total $ (14 ) $ (3 ) |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity 2016 Omnibus Employee Incentive Plan (2016 Plan) On May 18, 2016, the Company adopted the 2016 Plan. The 2016 Plan provides for the issuance of equity awards to attract, retain, and motivate employees, consultants and others who perform services for the Company and its subsidiaries. Under the 2016 Plan, the Compensation Committee determines the persons who will receive awards, the time at which they are granted and the terms of the awards. Type of awards include stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, cash-based awards and other stock-based awards. Shares of common stock underlying forfeited awards and the shares withheld for the employee portion for taxes on vested awards are available for future grants. On March 28, 2019, the Company’s Board adopted Amendment No. 1 to the 2016 Plan (the Amendment), which was approved in May 2019 by the Company’s stockholders at the 2019 Annual Meeting of Shareholders. The Amendment, among other things, increased the number of shares of common stock available for grant under the 2016 Plan from 500,000 to 1,500,000 . Macquarie Infrastructure Corporation Short-Term Incentive Plan (STIP) for MIC Operating Businesses — Restricted Stock Units (RSUs) During the first quarter of 2019 , the Company established the STIP to provide cash and stock-based incentives to eligible employees of its operating businesses under the Company’s 2016 Plan. In general, the cash component comprises approximately 75% of any incentive award and is paid in a lump-sum. The remaining 25% of any incentive award is in the form of RSUs representing an interest in the common stock of the Company. RSUs are granted following assessment of performance against Key Performance Indicators post the one -year performance period and vest in two equal annual installments following the grant date. The following represents unvested STIP RSU grants through March 31, 2020 : STIP Grants Number of RSUs (in units) Weighted Average Grant-Date Fair Value (per share) Unvested balance at December 31, 2019 — $ — Granted 55,661 24.50 Unvested balance at March 31, 2020 55,661 $ 24.50 At March 31, 2020, the grant date fair value of the unvested awards was approximately $1 million , of which an insignificant amount of compensation expense was recorded for the quarter ended March 31, 2020. At March 31, 2020 , the unrecognized compensation cost related to unvested RSU awards is expected to be recognized over a weighted-average period of 1.5 years. From time to time, the Company can issue RSUs to award or retain employees, or to attract new employees, or other reasons by providing special grants of RSUs. Vesting dates and terms can vary for each award at the discretion of the Company. The following represents unvested Special RSU grants through March 31, 2020: Special Grants Number of RSUs (in units) Weighted Average Grant-Date Fair Value (per share) Unvested balance at December 31, 2018 — $ — Granted 6,067 40.30 Unvested balance at December 31, 2019 6,067 40.30 Vested (1,100) 40.30 Unvested balance at March 31, 2020 4,967 $ 40.30 Compensation expense related to the Special RSU grants for the quarter ended March 31, 2020 was not significant and is expected to be recognized over a weighted-average period of 1.0 years . Macquarie Infrastructure Corporation Long-Term Incentive Plan (LTIP) for MIC Operating Businesses — Performance Stock Units (PSUs) During the first quarter of 2019, the Company established the LTIP pursuant to which it may make stock-based incentive awards to eligible employees of its operating businesses. The awards would take the form of PSUs convertible into common stock of the Company as authorized under its 2016 Plan. The number of PSUs a participant may be awarded reflects a target level of performance by the participant. The participant may be awarded more (over performance limit) or less (threshold limit) than the target number of PSUs based on their achievements relative to Key Performance Indicators during the three -year performance period. Following finalization of the participant’s performance review at the end of the third year of the program, the Company may award the PSUs. The following represents unvested LTIP PSU grants through March 31, 2020 at the target level of performance: LTIP (at Target) Number of PSUs (in units) Weighted Average Grant-Date Fair Value (per share) Unvested balance at December 31, 2018 — $ — Granted 134,671 39.59 Forfeited (9,477) 39.26 Unvested balance at December 31, 2019 125,194 39.62 Forfeited (2,952 ) 39.26 Unvested balance at March 31, 2020 122,242 $ 39.63 At March 31, 2020 , depending upon actual performance, the number of PSUs to be issued will vary from zero to 225,400 , net of forfeitures. At March 31, 2020 , the grant date fair value of the unvested awards was approximately $5 million , reflecting target performance by all participants. During the quarter ended March 31, 2020 , the Company recognized an insignificant amount of compensation expense related to the LTIP. At March 31, 2020 , the unrecognized compensation cost related to unvested PSU awards was approximately $4 million at target level performance. If target level performance is achieved, the unrecognized cost is expected to be recognized over a weighted-average period of 1.8 years. Accumulated Other Comprehensive Loss, net of taxes The following represents the changes and balances to the components of accumulated other comprehensive loss, net of taxes, for the quarters ended March 31, 2020 and 2019 ($ in millions): Post-Retirement Benefit Plans, net of taxes Translation Adjustment, net of taxes (1) Total Stockholders’ Accumulated Other Comprehensive Loss, net of taxes Balance at December 31, 2018 $ (16 ) $ (14 ) $ (30 ) Balance at March 31, 2019 $ (16 ) $ (14 ) $ (30 ) Balance at December 31, 2019 $ (25 ) $ (12 ) $ (37 ) Translation adjustment — (3 ) (3 ) Balance at March 31, 2020 $ (25 ) $ (15 ) $ (40 ) ___________ (1) Translation adjustment is presented net of tax benefit of $1 million for the quarter ended March 31, 2020 . |
Reportable Segments
Reportable Segments | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Reportable Segments | Reportable Segments At March 31, 2020 , the Company’s businesses consisted of four reportable segments: IMTT, Atlantic Aviation, MIC Hawaii and Corporate and Other. Effective October 1, 2018, BEC and substantially all of the Company’s portfolio of solar and wind power generation businesses were classified as discontinued operations and the Company’s Contracted Power segment was eliminated. All periods reflect this change. In July 2019, the Company completed the sales of its wind power generating portfolio and all but one of the assets in its solar power generating portfolio. The sale of the remaining solar facility closed during September 2019. On January 1, 2019, the Company also classified its majority interest in a renewable power development business as a discontinued operation, the sale of which closed in July 2019. A remaining relationship with a third-party developer of renewable power facilities has been reported as a component of Corporate and Other through the expiration of the relationship in July 2019. For additional information, see Note 4, “Discontinued Operations and Dispositions”. IMTT IMTT provides bulk liquid storage, handling and other services in North America through 17 terminals located in the U.S., one terminal in Quebec, Canada and one partially owned terminal in Newfoundland, Canada. IMTT derives the majority of its revenue from storage and handling of refined petroleum products, various chemicals, renewable fuels, and vegetable and tropical oils. Based on storage capacity, IMTT operates one of the largest third-party bulk liquid terminals businesses in the U.S. Revenue from IMTT is generated from the following sources and recorded in service revenue. Lease . These are contracts with predominantly non-cancelable terms for access to and the use of storage capacity at the various terminals owned and operated by the business. These contracts generally require payments in exchange for the provision of storage capacity and product movement (throughput) throughout their term based on a fixed rate per barrel of capacity leased. A majority of the contracts include terms that adjust the fixed rate annually for inflation. These contracts are accounted for as operating leases and the related lease income is recognized in service revenue over the term of the contract based upon the rate specified. Revenue is recognized in accordance with ASC 842, Leases. Terminal services . Revenue from the provision of ancillary services includes activities such as heating, mixing and blending, and is recognized as the related services are performed (point in time) based on contract rates. Other terminal services also include payments received prior to the related services being performed or as a reimbursement for specific fixed asset additions or improvements related to a customer’s contract and are recorded as deferred revenue and ratably recognized as revenues over the contract term. Other . Other revenue is comprised primarily of railroad operations. These revenues are generally recognized at a point in time as services are performed. Atlantic Aviation Atlantic Aviation derives the majority of its revenue from jet fuel delivery services and from other airport services, including de-icing and aircraft hangar rental. All of the revenue of Atlantic Aviation is generated at airports in the U.S. The business currently operates at 70 airports. Revenue from Atlantic Aviation is recorded in service revenue. Services provided by Atlantic Aviation include: Fuel . Revenue from jet fuel sales is recognized at a point in time as services are performed. Fuel services are recorded net of discounts and rebates. Hangar . Hangar rentals includes both month-to-month rentals and rentals from longer term contracts. Hangar rental revenue excludes transient customer overnight hangar usage (see Other FBO services below). Other FBO services . Other fixed based operation (FBO) services consist principally of de-icing services, landing, concession, transient overnight hangar usage, terminal use and fuel distribution fees that are recognized as sales of services. Revenue from these transactions is recorded based on the service fee earned. MIC Hawaii MIC Hawaii primarily comprises: (i) Hawaii Gas, Hawaii’s only government-franchised gas utility and an unregulated LPG distribution business providing gas and related services to commercial, residential and governmental customers; and (ii) controlling interests in two solar facilities on Oahu. Revenue from the Hawaii Gas business is generated from the distribution and sales of synthetic natural gas (SNG), LPG, liquefied natural gas (LNG) and renewable natural gas (RNG). Revenue is primarily a function of the amount of SNG, LPG, LNG and RNG consumed by customers and the price per British Thermal Unit or gallon charged to customers. Revenue levels, without organic growth, will generally track global commodity prices, namely petroleum and natural gas, as its products are derived from these commodities. Revenue from Hawaii Gas is recorded in product revenue. Hawaii Gas recognizes revenue when products are delivered. Sales of gas to customers are billed on a monthly-cycle basis. Earned but unbilled revenue is accrued and included in accounts receivable and revenue. This is based on the amount of gas that has been delivered but not billed to customers from the latest meter reading or billed delivery date to the end of an accounting period. The related costs are charged to expense. The renewables projects within MIC Hawaii sell substantially all of the electricity generated at a fixed price to primarily electric utility customers pursuant to long-term power purchase agreements (PPAs) of 20 years. Substantially all of the PPAs are accounted for as operating leases and have no minimum lease payments and all of the lease income under these leases is recorded within product revenue when the electricity is delivered. Corporate and Other Corporate and Other comprises MIC Corporate (holding company headquarters in New York City) and a shared services center in Plano, Texas. All of the MIC business segments are managed separately and management has chosen to organize the Company around the distinct products and services offered. Selected information by segment is presented in the following tables. Revenue from external customers for the Company’s consolidated reportable segments were ($ in millions): Quarter Ended March 31, 2020 IMTT Atlantic Aviation MIC Hawaii Total Reportable Segments Service revenue Terminal services $ 37 $ — $ — $ 37 Lease 93 — — 93 Fuel — 150 — 150 Hangar — 25 — 25 Other 2 49 — 51 Total service revenue $ 132 $ 224 $ — $ 356 Product revenue Lease $ — $ — $ 1 $ 1 Gas — — 57 57 Other — — 2 2 Total product revenue $ — $ — $ 60 $ 60 Total revenue $ 132 $ 224 $ 60 $ 416 Quarter Ended March 31, 2019 IMTT Atlantic Aviation MIC Hawaii Intercompany Adjustments Total Reportable Segments Service revenue Terminal services $ 24 $ — $ — $ — $ 24 Lease 135 — — (1 ) 134 Fuel — 181 — — 181 Hangar — 23 — — 23 Other 2 54 — — 56 Total service revenue $ 161 $ 258 $ — $ (1 ) $ 418 Product revenue Lease $ — $ — $ 1 $ — $ 1 Gas — — 60 — 60 Other — — 3 — 3 Total product revenue $ — $ — $ 64 $ — $ 64 Total revenue $ 161 $ 258 $ 64 $ (1 ) $ 482 In accordance with ASC 280, Segment Reporting , the Company has disclosed earnings before interest, taxes, depreciation and amortization (EBITDA) excluding non-cash items as a key performance indicator for the businesses. EBITDA excluding non-cash items is reflective of the businesses’ ability to effectively manage the amount 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 its businesses. The Company 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. EBITDA excluding non-cash items for the Company’s consolidated reportable segments from continuing operations is shown in the tables below ($ in millions). Allocations of corporate expenses, intercompany fees and the tax effect have been excluded as they are eliminated in consolidation. Quarter Ended March 31, 2020 IMTT Atlantic Aviation MIC Hawaii Corporate and Other Total Reportable Segments Net income (loss) $ 18 $ 14 $ 3 $ (24 ) $ 11 Interest expense, net 15 19 3 5 42 Provision (benefit) for income taxes 7 5 2 (5 ) 9 Depreciation 31 16 4 — 51 Amortization of intangibles 3 11 — — 14 Fees to Manager-related party — — — 7 7 Other non-cash expense, net 3 1 3 — 7 EBITDA excluding non-cash items $ 77 $ 66 $ 15 $ (17 ) $ 141 Quarter Ended March 31, 2019 IMTT Atlantic Aviation MIC Hawaii Corporate and Other Total Reportable Segments Net income (loss) $ 41 $ 25 $ 8 $ (10 ) $ 64 Interest expense, net 13 19 3 4 39 Provision (benefit) for income taxes 16 9 3 (4 ) 24 Depreciation 29 15 4 — 48 Amortization of intangibles 4 11 — — 15 Fees to Manager-related party — — — 8 8 Other non-cash expense, net 1 — 2 1 4 EBITDA excluding non-cash items $ 104 $ 79 $ 20 $ (1 ) $ 202 Reconciliations of total reportable segments’ EBITDA excluding non-cash items to consolidated net income from continuing operations before income taxes were ($ in millions): Quarter Ended March 31, 2020 2019 Total reportable segments EBITDA excluding non-cash items $ 141 $ 202 Interest income — 3 Interest expense (42 ) (42 ) Depreciation (51 ) (48 ) Amortization of intangibles (14 ) (15 ) Fees to Manager-related party (7 ) (8 ) Other expense, net (7 ) (4 ) Total consolidated net income from continuing operations before income taxes $ 20 $ 88 Capital expenditures, on a cash basis, for the Company’s reportable segments were ($ in millions): Quarter Ended March 31, 2020 2019 IMTT $ 55 $ 26 Atlantic Aviation 11 13 MIC Hawaii 5 5 Total capital expenditures of reportable segments $ 71 $ 44 Property, equipment, land and leasehold improvements, net, and total assets for the Company’s reportable segments and its reconciliation to consolidated total assets were ($ in millions): Property, Equipment, Land and Leasehold Improvements, net Total Assets March 31, December 31, 2019 March 31, December 31, 2019 IMTT $ 2,337 $ 2,323 $ 4,098 $ 4,172 Atlantic Aviation 568 567 1,967 2,060 MIC Hawaii 302 301 519 537 Corporate and other 13 11 1,042 92 Total consolidated assets $ 3,220 $ 3,202 $ 7,626 $ 6,861 |
Long-Term Contracted Revenue
Long-Term Contracted Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Contractors [Abstract] | |
Long-Term Contracted Revenue | Long-Term Contracted Revenue Long-term contracted revenue consists of revenue from future minimum lease revenue accounted in accordance with ASC 842, Leases , and estimated revenue to be recognized in the future related to performance conditions that are unsatisfied or partially unsatisfied accounted for in accordance with ASC 606, Revenue from Contracts with Customers . The recognition pattern for contracts that are considered leases is generally consistent with the recognition pattern that would apply if such contracts were not accounted for as leases and were instead accounted for under ASC Topic 606. Accordingly, the Company has combined the required lessor disclosures for future lease income with the disclosures for contracted revenue in the table below. The following long-term contracted revenue were in existence at March 31, 2020 ($ in millions): Lease Revenue (ASC 842) Contract Revenue (ASC 606) Total Long-Term Revenue 2020 remaining $ 251 $ 59 $ 310 2021 181 39 220 2022 103 31 134 2023 70 22 92 2024 28 9 37 Thereafter 115 19 134 Total $ 748 $ 179 $ 927 The above table does not include the future minimum lease revenue from the renewable businesses within the MIC Hawaii reportable segment. The payments from these leases are considered variable as they are based on the output of the underlying assets (i.e. energy generated). |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Management Services At March 31, 2020 and December 31, 2019, the Manager held 13,467,156 shares and 13,253,791 shares, respectively, of the Company’s common stock. Pursuant to the terms of the Third Amended and Restated Management Services Agreement (Management Services Agreement), the Manager may sell these shares at any time. Under the Management Services Agreement, the Manager, at its option, may reinvest base management fees and performance fees, if any, in shares of the Company. The Manager’s holdings at March 31, 2020 represented 15.51% of the Company's outstanding common stock. Since January 1, 2019, the Company paid the Manager cash dividends on shares held for the following periods: Declared Period Covered $ per Record Date Payable Date Cash Paid to Manager February 14, 2020 Fourth quarter 2019 $ 1.00 March 6, 2020 March 11, 2020 $ 13 October 29, 2019 Third quarter 2019 1.00 November 11, 2019 November 14, 2019 13 July 30, 2019 Second quarter 2019 1.00 August 12, 2019 August 15, 2019 13 April 29, 2019 First quarter 2019 1.00 May 13, 2019 May 16, 2019 13 February 14, 2019 Fourth quarter 2018 1.00 March 4, 2019 March 7, 2019 13 Under the Management Services Agreement, subject to the oversight and supervision of the Company’s Board, the Manager is responsible for and oversees the management of the Company’s operating businesses. In addition, the Manager has the right to appoint the Chairman of the Board, subject to minimum equity ownership, and to assign, or second, to the Company, two of its employees to serve as chief executive officer and chief financial officer of the Company and seconds or makes other personnel available as required. In accordance with the Management Services Agreement, the Manager is entitled to a monthly base management fee based primarily on the Company’s market capitalization, and potentially a quarterly performance fee based on total stockholder returns relative to a U.S. utilities index. Currently, the Manager has elected to reinvest the future base management fees and performance fees, if any, in additional shares. For the quarters ended March 31, 2020 and 2019 , the Company incurred base management fees of $ 7 million and $ 8 million , respectively. The Company did not incur any performance fees for the quarters ended March 31, 2020 and 2019 . Effective November 1, 2018, the Manager waived two elements of the base management fee to which it was entitled under the terms of the Management Services Agreement. In effect, the waivers cap the base management fee at 1% of the Company’s equity market capitalization less any cash balances at the holding company. The waiver applies only to the calculation of the base management fees and not to the remainder of the Management Services Agreement. The Manager reserves the right to revoke the waivers and revert to the prior terms of the Management Services Agreement, subject to providing the Company with not less than a one year notice. A revocation of the waiver would not trigger a recapture of previously waived fees. As part of the Disposition Agreement entered into between the Company and its Manager, discussed below, the Manager has agreed not to revoke the waiver during the term of the Disposition Agreement. Disposition Agreement To facilitate the Company’s pursuit of strategic alternatives, the Company announced that it has entered into a Disposition Agreement (Disposition Agreement) with its Manager on October 30, 2019 (see Exhibit 10.3 of the Form 10-K filed on February 25, 2020). Outside of the Disposition Agreement, the Company has limited ability to terminate the Management Services Agreement. The Disposition Agreement provides for the termination of the Company’s external management relationship with its Manager as to any businesses, or substantial portions thereof, that are sold (including if the Company itself is sold). In connection therewith, the Company will make a payment to its Manager of approximately 2.9% to 6.1% of the net proceeds generated in the event of such sales, subject to a minimum amount of payments for all sales in the aggregate in the event of a Qualifying Termination Event (QTE) of (i) $50 million plus (ii) 1.5% multiplied by proceeds in excess of $500 million in the aggregate. A ‘‘QTE’’ means (i) the sale of the Company or (ii) a transaction or series of transactions resulting in a third party or parties acquiring all the assets of the Company. The Disposition Agreement provides that the Management Services Agreement will terminate upon the occurrence of a QTE or upon mutual agreement of the parties. If the Management Services Agreement has not been terminated prior to the sixth anniversary of the Disposition Agreement, its Manager and its independent directors will engage in reasonable, good faith discussions regarding a potential internalization or other framework for a termination of the Management Services Agreement. The Disposition Agreement provides that if a QTE occurs on or prior to January 1, 2022 (subject to extension under certain circumstances for up to six months thereafter), then the Company will pay its Manager an additional payment of $25 million . The Disposition Agreement further provides that its Manager will receive a make-whole payment following a QTE, to the extent that the aggregate management fees paid to its Manager through the date of the QTE were less than (i) $20 million per year for the two years following the date of the Disposition Agreement and (ii) $10 million per year for any period thereafter. In addition, following a QTE, its Manager will be paid in cash all accrued and unpaid management fees, including fees of $8.5 million waived in accordance with the Limited Waiver, which waived fees would have been payable through October 31, 2019. The Manager has agreed not to exercise its right to retract the Limited Waiver for periods after October 31, 2019 and prior to the termination of the Disposition Agreement. The Disposition Agreement will terminate on the earlier to occur of (i) the termination of the Management Services Agreement and (ii) the sixth anniversary of the agreement, subject to extension under certain circumstances if a transaction is pending. The unpaid portion of the base management fees and performance fees, if any, at the end of each reporting period is included in Due to Manager-related party in the consolidated condensed balance sheets. The following table shows the Manager's reinvestment of its base management fees and performance fees, if any, in shares: Period Base Management Fee Amount ($ in millions) Performance Fee Amount ($ in millions) Shares Issued 2020 Activities: First quarter 2020 $ 7 $ — 181,617 (1) 2019 Activities: Fourth quarter 2019 $ 9 $ — 208,881 Third quarter 2019 8 — 201,827 Second quarter 2019 7 — 192,103 First quarter 2019 8 — 184,448 ___________ (1) The Manager elected to reinvest all of the monthly base management fees for the first quarter of 2020 in new primary shares. The Company issued 181,617 shares for the quarter ended March 31, 2020 , including 39,206 shares that were issued in April 2020 for the March 2020 monthly base management fee. The Manager is not entitled to any other compensation and all costs incurred by the Manager, including compensation of seconded staff, are paid by the Manager out of its base management fee. However, the Company is responsible for other direct costs including, but not limited to, expenses incurred in the administration or management of the Company and its subsidiaries, income taxes, audit and legal fees, acquisitions and dispositions and its compliance with applicable laws and regulations. During the quarters ended March 31, 2020 and 2019, the Manager charged the Company $ 288,000 and $246,000 , respectively, for reimbursement of out-of-pocket expenses. The unpaid portion of the out-of-pocket expenses at the end of the reporting period is included in Due to Manager-related party in the consolidated condensed balance sheets. Macquarie Group - Other Services The Company uses the resources of the Macquarie Group with respect to a range of advisory, procurement, insurance, hedging, lending and other services. Engagements involving members of the Macquarie Group are reviewed and approved by the Audit Committee of the Company’s Board. Macquarie Group affiliates are engaged on an arm’s length basis and frequently as a member of a syndicate of providers whose other members establish the terms of the interaction. Advisory Services The Macquarie Group, and wholly-owned subsidiaries within the Macquarie Group, including Macquarie Bank Limited (MBL) and Macquarie Capital (USA) Inc. (MCUSA) have provided various advisory and other services and incurred expenses in connection with the Company’s equity raising activities, acquisitions and debt structuring for the Company and its businesses. Underwriting fees are recorded in stockholders’ equity as a direct cost of equity offerings. Advisory fees and out-of-pocket expenses relating to acquisitions are expensed as incurred. Debt arranging fees are deferred and amortized over the term of the credit facility. Long-Term Debt The Company has a $600 million senior secured revolving credit facility at the holding company level where Macquarie Capital Funding LLC has a $40 million commitment. For the quarters ended March 31, 2020 and 2019, the Company incurred interest expense of $87,000 and $34,000 , respectively, related to Macquarie Capital Funding LLC’s portion of the MIC senior secured revolving credit facility. Other Transactions From time to time, indirect subsidiaries within Macquarie Group may enter into contracts with IMTT to lease capacity. For the quarter ended March 31, 2020 , revenue from these contracts totaled approximately $1 million . Other Related Party Transactions In the quarter ended March 31, 2020, the Company incurred $25,000 for advisory services from a former Board member. |
Legal Proceedings and Contingen
Legal Proceedings and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings and Contingencies | Legal Proceedings and Contingencies The Company and its subsidiaries are subject to legal proceedings arising in the ordinary course of business. In management’s opinion, the Company has adequate legal defenses and/or insurance coverage with respect to the eventuality of such actions and does not believe the outcome of any pending legal proceedings will be material to the Company’s financial position or result of operations. Shareholder Litigation On April 23, 2018, a complaint captioned City of Riviera Beach General Employees Retirement System v. Macquarie Infrastructure Corp., et al., Case 1:18-cv-03608 (VSB), was filed in the United States District Court for the Southern District of New York. A substantially identical complaint captioned Daniel Fajardo v. Macquarie Infrastructure Corporation, et al. , Case No. 1:18-cv-03744 (VSB) was filed in the same court on April 27, 2018. Both complaints asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder on behalf of a putative class consisting of all purchasers of MIC common stock between February 22, 2016 and February 21, 2018. The named defendants in both cases were the Company and four current or former officers of MIC and one of its subsidiaries, IMTT Holdings LLC. The complaints in both actions allege that the Company and the individual defendants knowingly made material misstatements and omitted material facts in its public disclosures concerning the Company’s and IMTT’s business and the sustainability of the Company’s dividend to stockholders. On January 30, 2019, the Court issued an opinion and order consolidating the two cases, appointing Moab Partners, L.P. (Moab) as Lead Plaintiff and approving Moab’s selection of lead counsel. On February 20, 2019, Moab filed a consolidated class action complaint. In addition to the claims noted above, the consolidated class action complaint also asserts claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 relating to the Company’s November 2016 secondary public offering of common stock. The consolidated amended complaint also adds Macquarie Infrastructure Management (USA) Inc., Barclays Capital Inc. and seven additional current or former officers or directors of MIC as defendants. On April 22, 2019, the Company and the other defendants filed motions to dismiss the consolidated class action complaint in its entirety, with prejudice. Briefing concluded on July 22, 2019. The Company intends to continue to vigorously contest the claims asserted, which the Company believes are entirely meritless. On August 9, 2018, a shareholder derivative complaint captioned Phyllis Wright v. Liam Stewart, et al. , Case No. 1:18-cv-07174 (VSB), was filed in the United States District Court for the Southern District of New York. A substantially identical complaint captioned Raymond Greenlee v. James Hooke, et al. , Case No. 1:18-cv-09339 (VSB) was filed in the same court on October 12, 2018. A third and substantially similar shareholder derivative complaint captioned Kim Johnson v. Liam Stewart, et al., Case No. 1:18-cv-011062 (VSB) was filed in the same court on November 27, 2018. Each of the shareholder derivative complaints assert derivative claims on behalf of the Company against certain of its current and former officers and directors arising out of the same subject matter at issue in the City of Riviera Beach and Fajardo complaints discussed above. The causes of action asserted include violation of Section 14(a) of the Securities Exchange Act of 1934, breach of fiduciary duties, waste of corporate assets, unjust enrichment, and aiding and abetting breach of fiduciary duty. A motion to consolidate the three actions is currently pending. Proceedings in the Wright, Greenlee and Johnson cases are otherwise stayed pending resolution of the motions to dismiss the securities class actions described above. The Company expects that the named defendants will vigorously contest the claims asserted in the Wright , Greenlee and Johnson complaints. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of unaudited consolidated condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures related thereto at the date of the unaudited consolidated condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates these estimates and assumptions on an ongoing basis. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited interim consolidated condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. |
Financial Instruments | Financial Instruments The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and variable-rate senior debt, are carried at cost, which approximates their fair value because of either the short-term maturity or competitive interest rates assigned to these financial instruments. The fair values of the Company’s other debt instruments fall within level 1 or level 2 of the fair value hierarchy. |
Income Taxes | Income Taxes The Company files a consolidated federal income tax return that includes the financial results of IMTT, Atlantic Aviation and MIC Hawaii. Pursuant to a tax sharing agreement these businesses pay MIC an amount equal to the federal income tax each would pay on a standalone basis as if they were not part of the consolidated federal income tax return. In addition, the businesses file income tax returns and may pay taxes in the state and local jurisdictions in which they operate. In calculating its state income tax provision, the Company has provided a valuation allowance for certain state income tax net operating loss (NOL) carryforwards, the use of which is uncertain. The Company expects to incur a federal taxable loss for the year ended December 31, 2020. Under the U.S. Coronavirus Aid, Relief and Economic Security (CARES) Act, any NOL generated in 2020 may be carried back five years. The Company is currently assessing the impact of this provision of the CARES Act. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2018, the FASB issued ASU No. 2018-14, Compensation — Retirement Benefits — Defined Benefit Plans — General (Subtopic 715-20): Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans . The amendments in ASU 2018-14 update disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments in this update are effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The Company will include appropriate disclosures related to defined benefit plans in accordance with the standard when it adopts the provisions of this ASU. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement . The amendments in ASU 2018-13 update the disclosure requirements on fair value measurements, including the consideration of costs and benefits. The disclosure modifications focused on Level 3 fair value measurements, and also eliminate the minimum disclosure requirements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted this ASU effective January 1, 2020 and had no impact to the consolidated condensed financial statements. |
Discontinued Operations and D_2
Discontinued Operations and Dispositions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Contracted Power segment | Summarized financial information for discontinued operations included in the Company’s consolidated condensed statement of operations for the quarter ended March 31, 2019 is as follows ($ in millions): Quarter Ended March 31, 2019 Product revenue $ 16 Cost of product sales (3 ) Selling, general & administrative expenses (4 ) Interest expense, net (5 ) Other expense, net (1 ) Net income from discontinued operations before income taxes $ 3 Benefit for income taxes 2 Net income from discontinued operations $ 5 Less: net loss attributable to noncontrolling interests (1 ) Net income from discontinued operations attributable to MIC $ 6 |
Income per Share (Tables)
Income per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Reconciliation of Earnings (Loss) per Share | Following is a reconciliation of the basic and diluted income per share computations ($ in millions, except share and per share data): Quarter Ended March 31, 2020 2019 Numerator: Net income from continuing operations attributable to MIC $ 11 $ 64 Interest expense attributable to 2.875% Convertible Senior Notes due July 2019, net of taxes — 2 Interest expense attributable to 2.00% Convertible Senior Notes due October 2023, net of taxes — 3 Diluted net income from continuing operations attributable to MIC $ 11 $ 69 Basic and diluted net income from discontinued operations attributable to MIC $ — $ 6 Denominator: Weighted average number of shares outstanding: basic 86,686,972 85,872,132 Dilutive effect of restricted stock unit grants (1) 31,095 23,646 Dilutive effect of 2.875% Convertible Senior Notes due July 2019 (2) — 4,383,316 Dilutive effect of 2.00% Convertible Senior Notes due October 2023 — 3,634,173 Weighted average number of shares outstanding: diluted 86,718,067 93,913,267 ___________ (1) Dilutive effect of restricted stock unit grants includes grants to independent directors under the 2014 Independent Directors' Equity Plan and certain employees of the Company's operating businesses under the 2016 Omnibus Employee Incentive Plan. (2) On July 15, 2019, the Company fully repaid the outstanding balance on the 2.875% Convertible Senior Notes due July 2019 at maturity using cash on hand. Quarter Ended March 31, 2020 2019 Income per share: Basic income per share from continuing operations attributable to MIC $ 0.13 $ 0.75 Basic income per share from discontinued operations attributable to MIC — 0.07 Basic income per share attributable to MIC $ 0.13 $ 0.82 Diluted income per share from continuing operations attributable to MIC $ 0.13 $ 0.73 Diluted income per share from discontinued operations attributable to MIC — 0.06 Diluted income per share attributable to MIC $ 0.13 $ 0.79 |
Schedule of Antidilutive Securities | The following represents the weighted average potential dilutive shares of common stock that were excluded from the diluted income per share calculation: Quarter Ended March 31, 2020 2019 2.00% Convertible Senior Notes due October 2023 3,634,173 — |
Property, Equipment, Land and_2
Property, Equipment, Land and Leasehold Improvements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment, Land and Leasehold Improvements | Property, equipment, land and leasehold improvements at March 31, 2020 and December 31, 2019 consisted of the following ($ in millions): March 31, December 31, 2019 Land $ 319 $ 319 Buildings 40 40 Leasehold and land improvements 828 813 Machinery and equipment 2,962 2,951 Furniture and fixtures 53 52 Construction in progress 182 143 4,384 4,318 Less: accumulated depreciation (1,164 ) (1,116 ) Property, equipment, land and leasehold improvements, net $ 3,220 $ 3,202 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets at March 31, 2020 and December 31, 2019 consisted of the following ($ in millions): March 31, 2020 December 31, 2019 Contractual arrangements $ 923 $ 921 Non-compete agreements 14 14 Customer relationships 352 352 Trade names 16 16 Technology 9 9 1,314 1,312 Less: accumulated amortization (597 ) (583 ) Intangible assets, net $ 717 $ 729 |
Schedule of Goodwill | The goodwill balance by reportable segments as of March 31, 2020 is comprised of the following ($ in millions): IMTT Atlantic Aviation MIC Hawaii Total Goodwill acquired in business combinations, net of disposals, at December 31, 2019 $ 1,430 $ 619 $ 123 $ 2,172 Accumulated impairment charges — (123 ) (3 ) (126 ) Other (2 ) (1 ) — (3 ) Balance at December 31, 2019 1,428 495 120 2,043 Goodwill related to 2020 acquisition — 1 — 1 Balance at March 31, 2020 $ 1,428 $ 496 $ 120 $ 2,044 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | At March 31, 2020 and December 31, 2019 , the Company’s consolidated long-term debt balance comprised of the following ($ in millions): March 31, December 31, 2019 IMTT $ 1,109 $ 1,109 Atlantic Aviation 1,287 1,015 MIC Hawaii 194 195 MIC Corporate 988 388 Total 3,578 2,707 Current portion (286 ) (12 ) Long-term portion 3,292 2,695 Unamortized deferred financing costs (1) (39 ) (41 ) Long-term portion less unamortized debt discount and deferred financing costs $ 3,253 $ 2,654 ___________ (1) The weighted average remaining life of the deferred financing costs at March 31, 2020 was 5.1 years . |
Convertible Debt | The 2.00% Convertible Senior Notes consisted of the following ($ in millions): March 31, December 31, 2019 Liability Component: Principal $ 403 $ 403 Unamortized debt discount (14 ) (15 ) Long-term debt, net of unamortized debt discount 389 388 Unamortized deferred financing costs (6 ) (6 ) Net carrying amount $ 383 $ 382 Equity Component $ 27 $ 27 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments | The Company’s fair value measurements of its derivative instruments and the related location of the assets and liabilities within the consolidated condensed balance sheets at March 31, 2020 and December 31, 2019 were ($ in millions): Assets (Liabilities) at Fair Value Balance Sheet Classification March 31, December 31, 2019 Fair value of derivative instruments - other current assets $ — $ 3 Fair value of derivative instruments - other noncurrent assets — 2 Total derivative contracts - assets $ — $ 5 Fair value of derivative instruments - current liabilities $ (13 ) $ (7 ) Fair value of derivative instruments - other noncurrent liabilities (2 ) — Total derivative contracts – liabilities $ (15 ) $ (7 ) |
Schedule of Location of Hedging Activities | The Company’s hedging activities for the quarters ended March 31, 2020 and 2019 and the related location within the consolidated condensed statements of operations were ($ in millions): Income Statement Classification Amount of (Loss) Gain Recognized in Consolidated Condensed Statements of Operations for the Quarters Ended March 31, 2020 2019 Interest expense - interest rate caps $ (3 ) $ (2 ) Interest expense - interest rate swaps (6 ) (2 ) Cost of product sales - commodity swaps (5 ) 1 Total $ (14 ) $ (3 ) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Nonvested Restricted Stock Units Activity | The following represents unvested STIP RSU grants through March 31, 2020 : STIP Grants Number of RSUs (in units) Weighted Average Grant-Date Fair Value (per share) Unvested balance at December 31, 2019 — $ — Granted 55,661 24.50 Unvested balance at March 31, 2020 55,661 $ 24.50 The following represents unvested Special RSU grants through March 31, 2020: Special Grants Number of RSUs (in units) Weighted Average Grant-Date Fair Value (per share) Unvested balance at December 31, 2018 — $ — Granted 6,067 40.30 Unvested balance at December 31, 2019 6,067 40.30 Vested (1,100) 40.30 Unvested balance at March 31, 2020 4,967 $ 40.30 |
Schedule of Nonvested Performance-based Units Activity | The following represents unvested LTIP PSU grants through March 31, 2020 at the target level of performance: LTIP (at Target) Number of PSUs (in units) Weighted Average Grant-Date Fair Value (per share) Unvested balance at December 31, 2018 — $ — Granted 134,671 39.59 Forfeited (9,477) 39.26 Unvested balance at December 31, 2019 125,194 39.62 Forfeited (2,952 ) 39.26 Unvested balance at March 31, 2020 122,242 $ 39.63 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following represents the changes and balances to the components of accumulated other comprehensive loss, net of taxes, for the quarters ended March 31, 2020 and 2019 ($ in millions): Post-Retirement Benefit Plans, net of taxes Translation Adjustment, net of taxes (1) Total Stockholders’ Accumulated Other Comprehensive Loss, net of taxes Balance at December 31, 2018 $ (16 ) $ (14 ) $ (30 ) Balance at March 31, 2019 $ (16 ) $ (14 ) $ (30 ) Balance at December 31, 2019 $ (25 ) $ (12 ) $ (37 ) Translation adjustment — (3 ) (3 ) Balance at March 31, 2020 $ (25 ) $ (15 ) $ (40 ) ___________ (1) Translation adjustment is presented net of tax benefit of $1 million for the quarter ended March 31, 2020 . |
Reportable Segments (Tables)
Reportable Segments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Revenue From External Customers | Revenue from external customers for the Company’s consolidated reportable segments were ($ in millions): Quarter Ended March 31, 2020 IMTT Atlantic Aviation MIC Hawaii Total Reportable Segments Service revenue Terminal services $ 37 $ — $ — $ 37 Lease 93 — — 93 Fuel — 150 — 150 Hangar — 25 — 25 Other 2 49 — 51 Total service revenue $ 132 $ 224 $ — $ 356 Product revenue Lease $ — $ — $ 1 $ 1 Gas — — 57 57 Other — — 2 2 Total product revenue $ — $ — $ 60 $ 60 Total revenue $ 132 $ 224 $ 60 $ 416 Quarter Ended March 31, 2019 IMTT Atlantic Aviation MIC Hawaii Intercompany Adjustments Total Reportable Segments Service revenue Terminal services $ 24 $ — $ — $ — $ 24 Lease 135 — — (1 ) 134 Fuel — 181 — — 181 Hangar — 23 — — 23 Other 2 54 — — 56 Total service revenue $ 161 $ 258 $ — $ (1 ) $ 418 Product revenue Lease $ — $ — $ 1 $ — $ 1 Gas — — 60 — 60 Other — — 3 — 3 Total product revenue $ — $ — $ 64 $ — $ 64 Total revenue $ 161 $ 258 $ 64 $ (1 ) $ 482 |
Schedule of EBITDA for Reportable Segments | Quarter Ended March 31, 2020 IMTT Atlantic Aviation MIC Hawaii Corporate and Other Total Reportable Segments Net income (loss) $ 18 $ 14 $ 3 $ (24 ) $ 11 Interest expense, net 15 19 3 5 42 Provision (benefit) for income taxes 7 5 2 (5 ) 9 Depreciation 31 16 4 — 51 Amortization of intangibles 3 11 — — 14 Fees to Manager-related party — — — 7 7 Other non-cash expense, net 3 1 3 — 7 EBITDA excluding non-cash items $ 77 $ 66 $ 15 $ (17 ) $ 141 Quarter Ended March 31, 2019 IMTT Atlantic Aviation MIC Hawaii Corporate and Other Total Reportable Segments Net income (loss) $ 41 $ 25 $ 8 $ (10 ) $ 64 Interest expense, net 13 19 3 4 39 Provision (benefit) for income taxes 16 9 3 (4 ) 24 Depreciation 29 15 4 — 48 Amortization of intangibles 4 11 — — 15 Fees to Manager-related party — — — 8 8 Other non-cash expense, net 1 — 2 1 4 EBITDA excluding non-cash items $ 104 $ 79 $ 20 $ (1 ) $ 202 Reconciliations of total reportable segments’ EBITDA excluding non-cash items to consolidated net income from continuing operations before income taxes were ($ in millions): Quarter Ended March 31, 2020 2019 Total reportable segments EBITDA excluding non-cash items $ 141 $ 202 Interest income — 3 Interest expense (42 ) (42 ) Depreciation (51 ) (48 ) Amortization of intangibles (14 ) (15 ) Fees to Manager-related party (7 ) (8 ) Other expense, net (7 ) (4 ) Total consolidated net income from continuing operations before income taxes $ 20 $ 88 |
Schedule of Capital Expenditures | Capital expenditures, on a cash basis, for the Company’s reportable segments were ($ in millions): Quarter Ended March 31, 2020 2019 IMTT $ 55 $ 26 Atlantic Aviation 11 13 MIC Hawaii 5 5 Total capital expenditures of reportable segments $ 71 $ 44 |
Schedule of Reconciliation of Assets of Reportable Segments | Property, equipment, land and leasehold improvements, net, and total assets for the Company’s reportable segments and its reconciliation to consolidated total assets were ($ in millions): Property, Equipment, Land and Leasehold Improvements, net Total Assets March 31, December 31, 2019 March 31, December 31, 2019 IMTT $ 2,337 $ 2,323 $ 4,098 $ 4,172 Atlantic Aviation 568 567 1,967 2,060 MIC Hawaii 302 301 519 537 Corporate and other 13 11 1,042 92 Total consolidated assets $ 3,220 $ 3,202 $ 7,626 $ 6,861 |
Long-Term Contracted Revenue (T
Long-Term Contracted Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Contractors [Abstract] | |
Schedule of Financing Receivables, Minimum Payments | The following long-term contracted revenue were in existence at March 31, 2020 ($ in millions): Lease Revenue (ASC 842) Contract Revenue (ASC 606) Total Long-Term Revenue 2020 remaining $ 251 $ 59 $ 310 2021 181 39 220 2022 103 31 134 2023 70 22 92 2024 28 9 37 Thereafter 115 19 134 Total $ 748 $ 179 $ 927 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Dividends Paid to Manager | Since January 1, 2019, the Company paid the Manager cash dividends on shares held for the following periods: Declared Period Covered $ per Record Date Payable Date Cash Paid to Manager February 14, 2020 Fourth quarter 2019 $ 1.00 March 6, 2020 March 11, 2020 $ 13 October 29, 2019 Third quarter 2019 1.00 November 11, 2019 November 14, 2019 13 July 30, 2019 Second quarter 2019 1.00 August 12, 2019 August 15, 2019 13 April 29, 2019 First quarter 2019 1.00 May 13, 2019 May 16, 2019 13 February 14, 2019 Fourth quarter 2018 1.00 March 4, 2019 March 7, 2019 13 |
Schedule of Base Management Fees and Performance Fees | The following table shows the Manager's reinvestment of its base management fees and performance fees, if any, in shares: Period Base Management Fee Amount ($ in millions) Performance Fee Amount ($ in millions) Shares Issued 2020 Activities: First quarter 2020 $ 7 $ — 181,617 (1) 2019 Activities: Fourth quarter 2019 $ 9 $ — 208,881 Third quarter 2019 8 — 201,827 Second quarter 2019 7 — 192,103 First quarter 2019 8 — 184,448 ___________ (1) The Manager elected to reinvest all of the monthly base management fees for the first quarter of 2020 in new primary shares. The Company issued 181,617 shares for the quarter ended March 31, 2020 , including 39,206 shares that were issued in April 2020 for the March 2020 |
Organization and Description _2
Organization and Description of Business (Details) | 3 Months Ended |
Mar. 31, 2020terminalairportsegment | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of reportable segments | segment | 4 |
IMTT | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of marine terminals | 17 |
Canada- IMTT | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of marine terminals | 2 |
Atlantic Aviation | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of airport locations | airport | 70 |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Commercial paper | $ 0 | $ 40,000,000 |
Impact of COVID-19 - Narrative
Impact of COVID-19 - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | May 04, 2020USD ($) | May 01, 2020USD ($) | Mar. 17, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2019USD ($) | |
Impact of COVID-19 [Line Items] | ||||||||
Cash and cash equivalents | $ 1,156 | $ 1,156 | $ 300 | $ 357 | $ 603 | |||
Letters of credit | 12 | 12 | ||||||
Revolving Credit Facility | ||||||||
Impact of COVID-19 [Line Items] | ||||||||
Proceeds from line of credit | 874 | |||||||
MIC Corporate | Revolving Credit Facility | ||||||||
Impact of COVID-19 [Line Items] | ||||||||
Proceeds from line of credit | 599 | 599 | ||||||
Atlantic Aviation | Revolving Credit Facility | ||||||||
Impact of COVID-19 [Line Items] | ||||||||
Proceeds from line of credit | $ 275 | $ 275 | ||||||
Subsequent Event | ||||||||
Impact of COVID-19 [Line Items] | ||||||||
Liquidity available, cash on hand and revolving credit facilities | $ 1,530 | |||||||
Subsequent Event | Atlantic Aviation | ||||||||
Impact of COVID-19 [Line Items] | ||||||||
Letters of credit | $ 10 | |||||||
Forecast | ||||||||
Impact of COVID-19 [Line Items] | ||||||||
Cash retained in suspension of dividend | $ 260 | |||||||
Maximum | Subsequent Event | Atlantic Aviation | ||||||||
Impact of COVID-19 [Line Items] | ||||||||
Debt Covenant, Debt to EBITDA Ratio, Net | 5.5 |
Discontinued Operations and D_3
Discontinued Operations and Dispositions (Narrative) (Details) - Disposal Group, Disposed of by Sale $ in Millions | 3 Months Ended | ||
Sep. 30, 2019USD ($) | Dec. 31, 2018MW | Dec. 31, 2019USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Transaction costs on business disposal | $ 10 | ||
Accrued income tax payable, current | $ 42 | ||
Solar and wind Facilities | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Debt assumed by buyer from divestiture of business | 295 | ||
Proceeds from divestiture of business | 275 | ||
Cash consideration net of transaction costs and taxes | 223 | ||
Gain (loss) on disposition of business | $ 80 | ||
Solar Generating Assets | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Capacity of plant | MW | 142 | ||
Wind Generation Assets | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Capacity of plant | MW | 203 |
Discontinued Operations and D_4
Discontinued Operations and Dispositions (Statement of Operations) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net income from discontinued operations before income taxes | [1] | $ 0 | $ 3 |
Benefit for income taxes | [1] | 0 | 2 |
Net income from discontinued operations | [1] | 0 | 5 |
Less: net loss attributable to noncontrolling interests | 0 | (1) | |
Net income from discontinued operations attributable to MIC | $ 0 | 6 | |
Contracted Power Segment | Discontinued Operations, Held-for-sale or Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Product revenue | 16 | ||
Cost of product sales | (3) | ||
Selling, general & administrative expenses | (4) | ||
Interest expense, net | (5) | ||
Other expense, net | (1) | ||
Net income from discontinued operations before income taxes | 3 | ||
Benefit for income taxes | 2 | ||
Net income from discontinued operations | 5 | ||
Less: net loss attributable to noncontrolling interests | (1) | ||
Net income from discontinued operations attributable to MIC | $ 6 | ||
[1] | See Note 4, “Discontinued Operations and Dispositions”, for discussions on businesses classified as held for sale. |
Income per Share (Schedule of R
Income per Share (Schedule of Reconciliation of the basic and diluted income (loss) per share computations (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Jul. 15, 2019 | |
Numerator: | |||
Net income from continuing operations attributable to MIC | $ 11 | $ 64 | |
Diluted net income from continuing operations attributable to MIC | 11 | 69 | |
Basic and diluted net income from discontinued operations attributable to MIC | $ 0 | $ 6 | |
Denominator: | |||
Weighted average number of shares outstanding: basic (in shares) | 86,686,972 | 85,872,132 | |
Dilutive effect of restricted stock unit grants (in shares) | 31,095 | 23,646 | |
Weighted average number of shares outstanding: diluted (in shares) | 86,718,067 | 93,913,267 | |
Income per share: | |||
Basic income per share from continuing operations attributable to MIC (in dollars per share) | $ 0.13 | $ 0.75 | |
Basic income per share from discontinued operations attributable to MIC (in dollars per share) | 0 | 0.07 | |
Basic income per share attributable to MIC (in dollars per share) | 0.13 | 0.82 | |
Diluted income per share from continuing operations attributable to MIC (in dollars per share) | 0.13 | 0.73 | |
Diluted income per share from discontinued operations attributable to MIC (in dollars per share) | 0 | 0.06 | |
Diluted income per share attributable to MIC (in dollars per share) | $ 0.13 | $ 0.79 | |
2.875% Convertible Senior Notes July 2019 | |||
Class of Stock [Line Items] | |||
Interest rate, stated percentage | 2.875% | 2.875% | |
Numerator: | |||
Interest expense attributable to convertible Senior Notes, net of taxes | $ 0 | $ 2 | |
Denominator: | |||
Dilutive effect of convertible Senior Notes (in shares) | 0 | 4,383,316 | |
2.00% Convertible Senior Notes due October 2023 | |||
Class of Stock [Line Items] | |||
Interest rate, stated percentage | 2.00% | ||
Numerator: | |||
Interest expense attributable to convertible Senior Notes, net of taxes | $ 0 | $ 3 | |
Denominator: | |||
Dilutive effect of convertible Senior Notes (in shares) | 0 | 3,634,173 |
Income per Share (Schedule of S
Income per Share (Schedule of Shares Excluded from Calculation) (Details) - 2.00% Convertible Senior Notes due October 2023 - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 3,634,173 | 0 |
Interest rate, stated percentage | 2.00% |
Property, Equipment, Land and_3
Property, Equipment, Land and Leasehold Improvements (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 4,384 | $ 4,318 |
Less: accumulated depreciation | (1,164) | (1,116) |
Property, equipment, land and leasehold improvements, net | 3,220 | 3,202 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 319 | 319 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 40 | 40 |
Leasehold and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 828 | 813 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 2,962 | 2,951 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 53 | 52 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 182 | $ 143 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Schedule of Intangible Assets) (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 1,314 | $ 1,312 |
Less: accumulated amortization | (597) | (583) |
Intangible assets, net | 717 | 729 |
Contractual arrangements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 923 | 921 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 14 | 14 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 352 | 352 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 16 | 16 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 9 | $ 9 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Schedule of Goodwill) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||
Beginning balance | $ 2,043 | |
Accumulated impairment charges | $ (126) | |
Other | (3) | |
Goodwill acquired | 1 | 2,172 |
Ending balance | 2,044 | 2,043 |
IMTT | ||
Goodwill [Line Items] | ||
Beginning balance | 1,428 | |
Accumulated impairment charges | 0 | |
Other | (2) | |
Goodwill acquired | 0 | 1,430 |
Ending balance | 1,428 | 1,428 |
Atlantic Aviation | ||
Goodwill [Line Items] | ||
Beginning balance | 495 | |
Accumulated impairment charges | (123) | |
Other | (1) | |
Goodwill acquired | 1 | 619 |
Ending balance | 496 | 495 |
MIC Hawaii | ||
Goodwill [Line Items] | ||
Beginning balance | 120 | |
Accumulated impairment charges | (3) | |
Other | 0 | |
Goodwill acquired | 0 | 123 |
Ending balance | $ 120 | $ 120 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Narrative) (Details) $ in Millions | Sep. 30, 2019USD ($) |
Goodwill [Line Items] | |
Amount of fair value in excess of carrying amount | $ 2,200 |
Percentage of fair value in excess of carrying amount | 33.00% |
Atlantic Aviation | |
Goodwill [Line Items] | |
Amount of fair value in excess of carrying amount | $ 1,900 |
MIC Hawaii | |
Goodwill [Line Items] | |
Amount of fair value in excess of carrying amount | 280 |
IMTT | |
Goodwill [Line Items] | |
Amount of fair value in excess of carrying amount | $ 20 |
Long-Term Debt (Schedule of Lon
Long-Term Debt (Schedule of Long-Term Debt) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Total | $ 3,578 | $ 2,707 |
Current portion | (286) | (12) |
Long-term portion | 3,292 | 2,695 |
Unamortized deferred financing costs | (39) | (41) |
Long-term portion less unamortized debt discount and deferred financing costs | $ 3,253 | 2,654 |
Weighted average life of deferred financing costs | P5Y1M6D | |
IMTT | ||
Debt Instrument [Line Items] | ||
Total | $ 1,109 | 1,109 |
Atlantic Aviation | ||
Debt Instrument [Line Items] | ||
Total | 1,287 | 1,015 |
MIC Hawaii | ||
Debt Instrument [Line Items] | ||
Total | 194 | 195 |
MIC Corporate | ||
Debt Instrument [Line Items] | ||
Total | $ 988 | $ 388 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | May 04, 2020USD ($) | Mar. 17, 2020USD ($) | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | ||||||
Letters of credit | $ 12,000,000 | $ 12,000,000 | ||||
Current and long-term debt | 3,578,000,000 | 3,578,000,000 | $ 2,707,000,000 | |||
Amortization of debt discount | 1,000,000 | $ 1,000,000 | ||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Undrawn portion of line of credit | 736,000,000 | $ 736,000,000 | ||||
Line of credit | $ 874,000,000 | |||||
Proceeds from line of credit | $ 874,000,000 | |||||
Convertible Senior Notes Due October 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 2.00% | 2.00% | ||||
Debt instrument, term | 7 years | |||||
Current and long-term debt | $ 389,000,000 | $ 389,000,000 | 388,000,000 | |||
Fair value of convertible senior notes | 310,000,000 | $ 310,000,000 | 370,000,000 | |||
Conversion rate | 9.0290 | |||||
Debt instrument, face amount | 1,000 | $ 1,000 | ||||
Interest expense | 3,000,000 | 3,000,000 | ||||
Amortization of debt discount | 1,000,000 | $ 1,000,000 | ||||
MIC Corporate | ||||||
Debt Instrument [Line Items] | ||||||
Current and long-term debt | 988,000,000 | 988,000,000 | 388,000,000 | |||
MIC Corporate | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from line of credit | 599,000,000 | 599,000,000 | ||||
Borrowing capacity | 600,000,000 | 600,000,000 | ||||
MIC Corporate | Convertible Senior Notes Due October 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Current and long-term debt | 389,000,000 | 389,000,000 | 388,000,000 | |||
IMTT | ||||||
Debt Instrument [Line Items] | ||||||
Current and long-term debt | 1,109,000,000 | 1,109,000,000 | 1,109,000,000 | |||
IMTT | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity | 600,000,000 | 600,000,000 | 600,000,000 | |||
Debt instrument, fair value disclosure | 540,000,000 | 540,000,000 | 635,000,000 | |||
IMTT | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity | 600,000,000 | 600,000,000 | 600,000,000 | |||
IMTT | Tax Exempt Bonds | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity | 509,000,000 | 509,000,000 | 509,000,000 | |||
Atlantic Aviation | ||||||
Debt Instrument [Line Items] | ||||||
Current and long-term debt | 1,287,000,000 | 1,287,000,000 | 1,015,000,000 | |||
Atlantic Aviation | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from line of credit | 275,000,000 | 275,000,000 | ||||
Borrowing capacity | 350,000,000 | $ 350,000,000 | ||||
Debt instrument, term | 5 years | |||||
Atlantic Aviation | Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, term | 7 years | |||||
Current and long-term debt | 1,012,000,000 | $ 1,012,000,000 | 1,015,000,000 | |||
Hawaii Gas Business | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, fair value disclosure | 100,000,000 | 100,000,000 | 105,000,000 | |||
Long-term debt | 100,000,000 | 100,000,000 | 100,000,000 | |||
Hawaii Gas Business | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Undrawn portion of line of credit | 60,000,000 | 60,000,000 | 60,000,000 | |||
Hawaii Gas Business | Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity | 80,000,000 | 80,000,000 | 80,000,000 | |||
Hawaii Gas Business | Term Loan Facility | Solar facilities | ||||||
Debt Instrument [Line Items] | ||||||
Current and long-term debt | $ 14,000,000 | $ 14,000,000 | $ 15,000,000 | |||
Subsequent Event | Atlantic Aviation | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit | $ 10,000,000 |
Long-Term Debt (Schedule of 2.0
Long-Term Debt (Schedule of 2.00% Convertible Senior Notes) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Total | $ 3,578 | $ 2,707 |
Unamortized deferred financing costs | (39) | (41) |
Long-term portion less unamortized debt discount and deferred financing costs | 3,253 | 2,654 |
MIC Corporate | ||
Total | 988 | 388 |
Convertible Senior Notes Due October 2023 | ||
Total | 389 | 388 |
Convertible Senior Notes Due October 2023 | MIC Corporate | ||
Principal | 403 | 403 |
Unamortized debt discount | (14) | (15) |
Total | 389 | 388 |
Unamortized deferred financing costs | (6) | (6) |
Long-term portion less unamortized debt discount and deferred financing costs | 383 | 382 |
Equity Component | $ 27 | $ 27 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities (Narrative) (Details) $ in Millions | Mar. 31, 2020USD ($) |
Derivative [Line Items] | |
Current and long-term debt | $ 3,592 |
Fixed rate debt | 1,103 |
Unhedged debt | 1,624 |
Interest Rate Contracts | |
Derivative [Line Items] | |
Debt economically hedged with interest rate contracts | $ 865 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities (Schedule of Fair Value of Derivative Instruments) (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Fair value of derivative instruments - other current assets | $ 0 | $ 3 |
Fair value of derivative instruments - other noncurrent assets | 0 | 2 |
Total derivative contracts - assets | 0 | 5 |
Fair value of derivative instruments - current liabilities | (13) | (7) |
Fair value of derivative instruments - other noncurrent liabilities | (2) | 0 |
Total derivative contracts – liabilities | $ (15) | $ (7) |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities (Schedule of Location of Hedging Activities) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivative instruments | $ (14) | $ (3) |
Interest Expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivative instruments | (9) | (4) |
Interest Expense | Interest expense - interest rate caps | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivative instruments | (3) | (2) |
Interest Expense | Interest expense - interest rate swaps | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivative instruments | (6) | (2) |
Cost of product sales | Cost of product sales - commodity swaps | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivative instruments | $ (5) | $ 1 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 28, 2019 | Mar. 27, 2019 | Dec. 31, 2018 | |
Restricted Stock Units (RSUs) | |||||
Shares Activity [Line Items] | |||||
Weighted average period of unrecognized compensation costs | 1 year | ||||
Granted (in shares) | 4,967 | 6,067 | 0 | ||
Performance Shares | |||||
Shares Activity [Line Items] | |||||
Weighted average period of unrecognized compensation costs | 1 year 9 months 18 days | ||||
Granted (in shares) | 122,242 | 125,194 | 0 | ||
Grant date fair value of awards | $ 5 | ||||
Unrecognized compensation costs | $ 4 | ||||
Minimum | Performance Shares | |||||
Shares Activity [Line Items] | |||||
Granted (in shares) | 0 | ||||
Maximum | Performance Shares | |||||
Shares Activity [Line Items] | |||||
Granted (in shares) | 225,400 | ||||
Omnibus Employee Incentive Plan 2016 | |||||
Shares Activity [Line Items] | |||||
Number of shares authorized (in shares) | 1,500,000 | 500,000 | |||
2019 Short Term Incentive Plan | Restricted Stock Units (RSUs) | |||||
Shares Activity [Line Items] | |||||
Cash component of an incentive award | 75.00% | ||||
Stock component of an incentive award | 25.00% | ||||
Share-based payment award performance period | 1 year | ||||
Vesting period | 2 years | ||||
Weighted average period of unrecognized compensation costs | 1 year 6 months | ||||
Weighted average grant date fair value of nonvested awards | $ 1 | ||||
Granted (in shares) | 55,661 | 0 | |||
2019 Short Term Incentive Plan | Tranche 1 | Restricted Stock Units (RSUs) | |||||
Shares Activity [Line Items] | |||||
Vesting percentage | 50.00% | ||||
2019 Short Term Incentive Plan | Tranche 2 | Restricted Stock Units (RSUs) | |||||
Shares Activity [Line Items] | |||||
Vesting percentage | 50.00% | ||||
2019 Long Term Incentive Plan | |||||
Shares Activity [Line Items] | |||||
Share-based payment award performance period | 3 years |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule of Unvested Stock Unit) (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Restricted Stock Units (RSUs) | ||
Number of Units | ||
Beginning balance (in shares) | 6,067 | 0 |
Granted (in shares) | 6,067 | |
Vested (in shares) | (1,100) | |
Ending balance (in shares) | 4,967 | 6,067 |
Weighted Average Grant-Date Fair Value (per share) | ||
Beginning balance (in dollars per share) | $ 40.30 | $ 0 |
Granted (in dollars per share) | 40.30 | |
Vested (in dollars per share) | 40.30 | |
Ending balance (in dollars per share) | $ 40.30 | $ 40.30 |
Performance Shares | ||
Number of Units | ||
Beginning balance (in shares) | 125,194 | 0 |
Granted (in shares) | 134,671 | |
Forfeited (in shares) | (2,952) | (9,477) |
Ending balance (in shares) | 122,242 | 125,194 |
Weighted Average Grant-Date Fair Value (per share) | ||
Beginning balance (in dollars per share) | $ 39.62 | $ 0 |
Granted (in dollars per share) | 39.59 | |
Forfeited (in dollars per share) | 39.26 | 39.26 |
Ending balance (in dollars per share) | $ 39.63 | $ 39.62 |
2019 Short Term Incentive Plan | Restricted Stock Units (RSUs) | ||
Number of Units | ||
Beginning balance (in shares) | 0 | |
Granted (in shares) | 55,661 | |
Ending balance (in shares) | 55,661 | 0 |
Weighted Average Grant-Date Fair Value (per share) | ||
Beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 24.50 | |
Ending balance (in dollars per share) | $ 24.50 | $ 0 |
Stockholders' Equity (Schedul_2
Stockholders' Equity (Schedule of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 2,811 | [1] | $ 3,117 | |
Translation adjustment | [2] | (3) | 0 | |
Ending balance | 2,744 | [1] | 3,106 | |
Translation adjustment, net of tax expense (benefit) | (1) | |||
Total Stockholders’ Accumulated Other Comprehensive Loss, net of taxes | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (37) | (30) | ||
Ending balance | (40) | (30) | ||
Post-Retirement Benefit Plans, net of taxes | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (25) | (16) | ||
Translation adjustment | 0 | |||
Ending balance | (25) | (16) | ||
Translation Adjustment, net of taxes | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (12) | (14) | ||
Translation adjustment | (3) | |||
Ending balance | $ (15) | $ (14) | ||
[1] | The Company is authorized to issue the following classes of stock: (i) 500,000,000 shares of common stock, par value $0.001 per share. At March 31, 2020 and December 31, 2019 , the Company had 86,814,466 shares and 86,600,302 shares of common stock issued and outstanding, respectively; (ii) 100,000,000 shares of preferred stock, par value $0.001 per share authorized. At March 31, 2020 and December 31, 2019 , no preferred stocks were issued or outstanding; and (iii) 100 shares of special stock, par value $0.001 per share, issued and outstanding to its Manager as at March 31, 2020 and December 31, 2019 . | |||
[2] | Translation adjustment is presented net of tax benefit of $1 million for the quarter ended March 31, 2020 . See Note 10, "Stockholders' Equity", for further discussions. |
Reportable Segments (Narrative)
Reportable Segments (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2020terminalairportsegmentfacility | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | segment | 4 |
Canada- IMTT | |
Segment Reporting Information [Line Items] | |
Number of marine terminals | 2 |
Canada- IMTT | Quebec Marine Terminal | |
Segment Reporting Information [Line Items] | |
Number of marine terminals | 1 |
Canada- IMTT | Newfoundland Marine Terminal | Partially Owned | |
Segment Reporting Information [Line Items] | |
Number of marine terminals | 1 |
IMTT | |
Segment Reporting Information [Line Items] | |
Number of marine terminals | 17 |
Atlantic Aviation | |
Segment Reporting Information [Line Items] | |
Number of airport locations | airport | 70 |
MIC Hawaii | |
Segment Reporting Information [Line Items] | |
Number of solar projects | facility | 2 |
MIC Hawaii | Minimum | |
Segment Reporting Information [Line Items] | |
Life of purchase power agreements | 20 years |
Reportable Segments (Revenue fr
Reportable Segments (Revenue from external customers for the Company's consolidated reportable segments) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 416 | $ 482 |
Total service revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 356 | 418 |
Terminal services | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 37 | 24 |
Lease | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 93 | 134 |
Fuel | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 150 | 181 |
Hangar | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 25 | 23 |
Other | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 51 | 56 |
Total product revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 60 | 64 |
Lease | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1 | 1 |
Gas | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 57 | 60 |
Other | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 2 | 3 |
Operating Segments | IMTT | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 132 | 161 |
Operating Segments | Atlantic Aviation | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 224 | 258 |
Operating Segments | MIC Hawaii | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 60 | 64 |
Operating Segments | Total service revenue | IMTT | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 132 | 161 |
Operating Segments | Total service revenue | Atlantic Aviation | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 224 | 258 |
Operating Segments | Total service revenue | MIC Hawaii | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Terminal services | IMTT | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 37 | 24 |
Operating Segments | Terminal services | Atlantic Aviation | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Terminal services | MIC Hawaii | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Lease | IMTT | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 93 | 135 |
Operating Segments | Lease | Atlantic Aviation | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Lease | MIC Hawaii | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Fuel | IMTT | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Fuel | Atlantic Aviation | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 150 | 181 |
Operating Segments | Fuel | MIC Hawaii | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Hangar | IMTT | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Hangar | Atlantic Aviation | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 25 | 23 |
Operating Segments | Hangar | MIC Hawaii | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Other | IMTT | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 2 | 2 |
Operating Segments | Other | Atlantic Aviation | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 49 | 54 |
Operating Segments | Other | MIC Hawaii | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Total product revenue | IMTT | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Total product revenue | Atlantic Aviation | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Total product revenue | MIC Hawaii | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 60 | 64 |
Operating Segments | Lease | IMTT | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Lease | Atlantic Aviation | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Lease | MIC Hawaii | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1 | 1 |
Operating Segments | Gas | IMTT | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Gas | Atlantic Aviation | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Gas | MIC Hawaii | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 57 | 60 |
Operating Segments | Other | IMTT | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Other | Atlantic Aviation | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Other | MIC Hawaii | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 2 | 3 |
Intercompany Adjustments | ||
Segment Reporting Information [Line Items] | ||
Total revenue | (1) | |
Intercompany Adjustments | Total service revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | (1) | |
Intercompany Adjustments | Terminal services | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | |
Intercompany Adjustments | Lease | ||
Segment Reporting Information [Line Items] | ||
Total revenue | (1) | |
Intercompany Adjustments | Fuel | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | |
Intercompany Adjustments | Hangar | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | |
Intercompany Adjustments | Other | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | |
Intercompany Adjustments | Total product revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | |
Intercompany Adjustments | Lease | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | |
Intercompany Adjustments | Gas | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | |
Intercompany Adjustments | Other | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 0 |
Reportable Segments (Schedule o
Reportable Segments (Schedule of EBITDA for Reportable Segments) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Net income from continuing operations | $ 11 | $ 64 |
Interest expense, net | 42 | 39 |
Provision (benefit) for income taxes | 9 | 24 |
Depreciation | 51 | 48 |
Amortization of intangibles | 14 | 15 |
Fees to Manager-related party | 7 | 8 |
Other non-cash expense | 7 | 4 |
EBITDA excluding non-cash items | 141 | 202 |
IMTT | ||
Segment Reporting Information [Line Items] | ||
Net income from continuing operations | 18 | 41 |
Interest expense, net | 15 | 13 |
Provision (benefit) for income taxes | 7 | 16 |
Depreciation | 31 | 29 |
Amortization of intangibles | 3 | 4 |
Fees to Manager-related party | 0 | 0 |
Other non-cash expense | 3 | 1 |
EBITDA excluding non-cash items | 77 | 104 |
Atlantic Aviation | ||
Segment Reporting Information [Line Items] | ||
Net income from continuing operations | 14 | 25 |
Interest expense, net | 19 | 19 |
Provision (benefit) for income taxes | 5 | 9 |
Depreciation | 16 | 15 |
Amortization of intangibles | 11 | 11 |
Fees to Manager-related party | 0 | 0 |
Other non-cash expense | 1 | 0 |
EBITDA excluding non-cash items | 66 | 79 |
MIC Hawaii | ||
Segment Reporting Information [Line Items] | ||
Net income from continuing operations | 3 | 8 |
Interest expense, net | 3 | 3 |
Provision (benefit) for income taxes | 2 | 3 |
Depreciation | 4 | 4 |
Amortization of intangibles | 0 | 0 |
Fees to Manager-related party | 0 | 0 |
Other non-cash expense | 3 | 2 |
EBITDA excluding non-cash items | 15 | 20 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Net income from continuing operations | (24) | (10) |
Interest expense, net | 5 | 4 |
Provision (benefit) for income taxes | (5) | (4) |
Depreciation | 0 | 0 |
Amortization of intangibles | 0 | 0 |
Fees to Manager-related party | 7 | 8 |
Other non-cash expense | 0 | 1 |
EBITDA excluding non-cash items | $ (17) | $ (1) |
Reportable Segments (Schedule_2
Reportable Segments (Schedule of Reconciliation of EBITDA for Reportable Segments) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Segment Reporting [Abstract] | |||
Total reportable segments EBITDA excluding non-cash items | $ 141 | $ 202 | |
Interest income | 0 | 3 | |
Interest expense | [1] | (42) | (42) |
Depreciation | (51) | (48) | |
Amortization of intangibles | (14) | (15) | |
Fees to Manager-related party | (7) | (8) | |
Other expense, net | (7) | (4) | |
Net income from continuing operations before income taxes | $ 20 | $ 88 | |
[1] | Interest expense includes losses on derivative instruments of $9 million and $4 million for the quarters ended March 31, 2020 and 2019 , respectively. |
Reportable Segments (Schedule_3
Reportable Segments (Schedule of Capital Expenditures) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 71 | $ 44 |
IMTT | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 55 | 26 |
Atlantic Aviation | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 11 | 13 |
MIC Hawaii | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 5 | $ 5 |
Reportable Segments (Schedule_4
Reportable Segments (Schedule of Assets of Reportable Segments) (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | ||
Property, Equipment, Land and Leasehold Improvements, net | $ 3,220 | $ 3,202 |
Total Assets | 7,626 | 6,861 |
IMTT | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Property, Equipment, Land and Leasehold Improvements, net | 2,337 | 2,323 |
Total Assets | 4,098 | 4,172 |
Atlantic Aviation | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Property, Equipment, Land and Leasehold Improvements, net | 568 | 567 |
Total Assets | 1,967 | 2,060 |
MIC Hawaii | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Property, Equipment, Land and Leasehold Improvements, net | 302 | 301 |
Total Assets | 519 | 537 |
Corporate and Other | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Property, Equipment, Land and Leasehold Improvements, net | 13 | 11 |
Total Assets | $ 1,042 | $ 92 |
Long-Term Contracted Revenue (D
Long-Term Contracted Revenue (Details) $ in Millions | Mar. 31, 2020USD ($) |
Total Long-Term Revenue | |
2020 remaining | $ 310 |
2021 | 220 |
2022 | 134 |
2023 | 92 |
2024 | 37 |
Thereafter | 134 |
Total | 927 |
Lease Revenue (ASC 842) | |
Lease Revenue (ASC 842) | |
2020 remaining | 251 |
2021 | 181 |
2022 | 103 |
2023 | 70 |
2024 | 28 |
Thereafter | 115 |
Total lease payment | 748 |
Contract Revenue (ASC 606) | |
Contract Revenue (ASC 606) | |
2020 remaining | 59 |
2021 | 39 |
2022 | 31 |
2023 | 22 |
2024 | 9 |
Thereafter | 19 |
Total | $ 179 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | Oct. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2020 |
Related Party Transaction [Line Items] | |||||||
Percentage of shares held by manager related party | 15.51% | 15.51% | |||||
Base management fees to be settled | $ 7,000,000 | $ 9,000,000 | $ 8,000,000 | $ 7,000,000 | $ 8,000,000 | ||
Percentage of cap on base management fee | 1.00% | ||||||
Disposition agreement, qualifying termination event, minimum due upon sale or sales of businesses | $ 50,000,000 | ||||||
Disposition agreement, qualifying termination event, perccentage applied above threshold | 1.50% | ||||||
Disposition agreement, qualifying termination event, threshold, net proceeds | $ 500,000,000 | ||||||
Disposition agreement, potential extension period for additional payment subject to qualifying termination event occurring on or prior to January 1, 2022 | 6 months | ||||||
Disposition agreement, qualifying termination event, additional payment | $ 25,000,000 | ||||||
Disposition agreement, minimum management fee for years one and two | $ 20,000,000 | ||||||
Disposition agreement, minimum management fee for years one and two | 2 years | ||||||
Disposition agreement, minimum management fee for years three through six | $ 10,000,000 | ||||||
Recapture amount of previously waived management fees | $ 8,500,000 | ||||||
Disposition agreement, maximum period without qualifying termination event | sixth anniversary | ||||||
Shares Issued (in shares) | 181,617 | 208,881 | 201,827 | 192,103 | 184,448 | ||
MIC Corporate | Revolving Credit Facility | |||||||
Related Party Transaction [Line Items] | |||||||
Borrowing capacity | $ 600,000,000 | $ 600,000,000 | |||||
Management | |||||||
Related Party Transaction [Line Items] | |||||||
Shares of the Company held by Manager, a related party (in shares) | 13,467,156 | 13,253,791 | 13,467,156 | ||||
Base management fees to be settled | $ 7,000,000 | $ 8,000,000 | |||||
Related party transaction, expenses | 288,000 | 246,000 | |||||
Macquarie Capital Funding LLC | Revolving Credit Facility | |||||||
Related Party Transaction [Line Items] | |||||||
Borrowing capacity | 40,000,000 | $ 40,000,000 | |||||
Macquarie Capital Funding LLC | MIC Corporate | Revolving Credit Facility | |||||||
Related Party Transaction [Line Items] | |||||||
Interest costs incurred | 87,000 | $ 34,000 | |||||
Indirect Subsidiaries Within Macquarie Group | IMTT | |||||||
Related Party Transaction [Line Items] | |||||||
Revenues | 1,000,000 | ||||||
Advisory Services | Former Board of Director | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, expenses | $ 25,000 | ||||||
Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Disposition agreement, percentage of net proceeds due upon sale or sales of businesses | 2.90% | ||||||
Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Disposition agreement, percentage of net proceeds due upon sale or sales of businesses | 6.10% |
Related Party Transactions (Sch
Related Party Transactions (Schedule of Dividends Paid to Manager) (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | |||||
Cash dividend declared per share (in dollars per share) | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 |
Cash Paid to Manager | $ 13 | $ 13 | $ 13 | $ 13 | $ 13 |
Related Party Transactions (S_2
Related Party Transactions (Schedule of Base Management Fees and Performance Fees) (Details) - USD ($) $ in Millions | 3 Months Ended | ||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |||||
Base Management Fee Amount | $ 7 | $ 9 | $ 8 | $ 7 | $ 8 |
Performance Fee Amount | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Shares Issued (in shares) | 181,617 | 208,881 | 201,827 | 192,103 | 184,448 |
Shares issued subsequent for base management fees to manager for April 2020 (in shares) | 39,206 |
Uncategorized Items - mic-20200
Label | Element | Value | |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | $ 1,000,000 | |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | 23,000,000 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Disposal Group, Including Discontinued Operations | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsDisposalGroupIncludingDiscontinuedOperations | 21,000,000 | [1] |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Disposal Group, Including Discontinued Operations | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsDisposalGroupIncludingDiscontinuedOperations | $ 0 | [1] |
[1] | Represents cash, cash equivalents and restricted cash related to businesses classified as held for sale. See Note 4, “Discontinued Operations and Dispositions”, for further discussion. |