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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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46-1347456
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1906 Towne Centre Blvd, Suite 370
Annapolis, Maryland
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21401
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(Address of principal executive offices)
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(Zip code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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•
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our expected returns and performance of our investments;
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•
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the state of government legislation, regulation and policies that support or enhance the economic feasibility of sustainable infrastructure projects, including energy efficiency and renewable energy projects and the general market demands for such projects;
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•
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market trends in our industry, energy markets, commodity prices, interest rates, the debt and lending markets or the general economy;
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•
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our business and investment strategy;
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•
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availability of opportunities to invest in projects that reduce greenhouse gas emissions or mitigate the impact of climate change including energy efficiency and renewable energy projects and our ability to complete potential new opportunities in our pipeline;
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•
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our relationships with originators, investors, market intermediaries and professional advisers;
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•
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competition from other providers of capital;
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•
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our or any other companies’ projected operating results;
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•
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actions and initiatives of the federal, state and local governments and changes to federal, state and local government policies, regulations, tax laws and rates and the execution and impact of these actions, initiatives and policies;
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•
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the state of the U.S. economy generally or in specific geographic regions, states or municipalities, economic trends and economic recoveries;
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•
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our ability to obtain and maintain financing arrangements on favorable terms, including securitizations;
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•
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general volatility of the securities markets in which we participate;
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•
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changes in the value of our assets, our portfolio of assets and our investment and underwriting process;
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•
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the impact of weather conditions, natural disasters, accidents or equipment failures or other events that disrupt the operation of our investments or negatively impact the value our assets;
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•
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rates of default or decreased recovery rates on our assets;
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•
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interest rate and maturity mismatches between our assets and any borrowings used to fund such assets;
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•
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changes in interest rates, including the flattening of the yield curve, and the market value of our assets and target assets;
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•
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changes in commodity prices, including continued low natural gas prices;
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•
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effects of hedging instruments on our assets or liabilities;
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•
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the degree to which our hedging strategies may or may not protect us from risks, such as interest rate volatility;
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•
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impact of and changes in accounting guidance and similar matters;
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•
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our ability to maintain our qualification as a real estate investment trust for U.S. federal income tax purposes (a “REIT”);
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•
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our ability to maintain our exemption from registration under the Investment Company Act of 1940, as amended (the “1940 Act”);
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•
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availability of and our ability to attract and retain qualified personnel;
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•
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estimates relating to our ability to generate sufficient cash in the future to operate our business and to make distributions to our stockholders; and
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•
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our understanding of our competition.
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Page
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Item 1.
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Item 2.
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||
Item 3.
|
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Item 4.
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Item 1.
|
||
Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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March 31, 2018 (unaudited)
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December 31, 2017
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||||
Assets
|
|
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|
||||
Equity method investments
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$
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490,297
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$
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522,615
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Government receivables
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514,348
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519,485
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Commercial receivables
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471,077
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473,452
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Receivables held-for-sale
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16,080
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19,081
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Real estate
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340,092
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340,824
|
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Investments
|
151,920
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|
151,209
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|
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Cash and cash equivalents
|
47,150
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57,274
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|
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Other assets
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189,751
|
|
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166,232
|
|
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Total Assets
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$
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2,220,715
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$
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2,250,172
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Liabilities and Stockholders’ Equity
|
|
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|
||||
Liabilities:
|
|
|
|
||||
Accounts payable, accrued expenses and other
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$
|
26,528
|
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$
|
25,645
|
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Deferred funding obligations
|
136,505
|
|
|
153,308
|
|
||
Credit facility
|
69,953
|
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69,922
|
|
||
Non-recourse debt (secured by assets of $1,528 million and $1,545 million, respectively)
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1,214,612
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1,210,861
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Convertible notes
|
146,165
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147,655
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|
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Total Liabilities
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1,593,763
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1,607,391
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|
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Stockholders’ Equity:
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|
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||||
Preferred stock, par value $0.01 per share, 50,000,000 shares authorized, no shares issued and outstanding
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—
|
|
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—
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|
||
Common stock, par value $0.01 per share, 450,000,000 shares authorized, 51,826,553 and 51,665,449 shares issued and outstanding, respectively
|
518
|
|
|
517
|
|
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Additional paid in capital
|
770,922
|
|
|
770,983
|
|
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Accumulated deficit
|
(150,052
|
)
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|
(131,251
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)
|
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Accumulated other comprehensive income (loss)
|
2,086
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(1,065
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)
|
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Non-controlling interest
|
3,478
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|
3,597
|
|
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Total Stockholders’ Equity
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626,952
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642,781
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|
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Total Liabilities and Stockholders’ Equity
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$
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2,220,715
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$
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2,250,172
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For the Three Months Ended March 31,
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||||||
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2018
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2017
|
||||
Revenue
|
|
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|
||||
Interest income, receivables
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$
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12,849
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$
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14,118
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Interest income, investments
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1,541
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|
|
942
|
|
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Rental income
|
5,941
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4,110
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|
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Gain on sale of receivables and investments
|
6,256
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3,949
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Fee income
|
1,321
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|
|
681
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|
||
Total revenue
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27,908
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23,800
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Expenses
|
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|
||||
Interest expense
|
18,711
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13,783
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|
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Compensation and benefits
|
5,321
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4,726
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|
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General and administrative
|
2,801
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2,188
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|
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Total expenses
|
26,833
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|
20,697
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|
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Income before equity method investments
|
1,075
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3,103
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|
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Income (loss) from equity method investments
|
(2,285
|
)
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|
4,171
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|
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Income (loss) before income taxes
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(1,210
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)
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|
7,274
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|
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Income tax (expense) benefit
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(18
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)
|
|
(32
|
)
|
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Net income (loss)
|
$
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(1,228
|
)
|
|
$
|
7,242
|
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Net income (loss) attributable to non-controlling interest holders
|
(5
|
)
|
|
43
|
|
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Net income (loss) attributable to controlling stockholders
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$
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(1,223
|
)
|
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$
|
7,199
|
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Basic earnings per common share
|
$
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(0.03
|
)
|
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$
|
0.14
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Diluted earnings per common share
|
$
|
(0.03
|
)
|
|
$
|
0.14
|
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Weighted average common shares outstanding—basic
|
51,710,910
|
|
|
47,497,107
|
|
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Weighted average common shares outstanding—diluted
|
51,710,910
|
|
|
47,497,107
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|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net income (loss)
|
$
|
(1,228
|
)
|
|
$
|
7,242
|
|
Unrealized gain (loss) on available-for-sale securities, net of tax benefit (provision) of $0.0 million in 2018 and 2017
|
(2,728
|
)
|
|
473
|
|
||
Unrealized gain (loss) on interest rate swaps, net of tax benefit (provision) of $0.0 million in 2018 and 2017
|
5,897
|
|
|
989
|
|
||
Comprehensive income (loss)
|
1,941
|
|
|
8,704
|
|
||
Less: Comprehensive income (loss) attributable to non-controlling interest holders
|
12
|
|
|
52
|
|
||
Comprehensive income (loss) attributable to controlling stockholders
|
$
|
1,929
|
|
|
$
|
8,652
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income (loss)
|
$
|
(1,228
|
)
|
|
$
|
7,242
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,731
|
|
|
2,745
|
|
||
Equity-based compensation
|
1,845
|
|
|
2,569
|
|
||
Equity method investments
|
9,052
|
|
|
(1,118
|
)
|
||
Non-cash gain on securitization
|
(7,256
|
)
|
|
(4,223
|
)
|
||
Gain on sale of receivables and investments
|
—
|
|
|
300
|
|
||
Changes in receivables held-for-sale
|
3,243
|
|
|
—
|
|
||
Changes in accounts payable and accrued expenses
|
(866
|
)
|
|
(742
|
)
|
||
Other
|
(3,174
|
)
|
|
(1,529
|
)
|
||
Net cash provided by (used in) operating activities
|
5,347
|
|
|
5,244
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Equity method investments
|
—
|
|
|
(97,656
|
)
|
||
Equity method distributions received
|
23,387
|
|
|
13,847
|
|
||
Purchases of receivables
|
(3,441
|
)
|
|
(35,505
|
)
|
||
Principal collections from receivables
|
10,275
|
|
|
32,222
|
|
||
Proceeds from sales of receivables
|
—
|
|
|
12,084
|
|
||
Purchases of real estate
|
—
|
|
|
(106,854
|
)
|
||
Purchases of investments
|
(3,826
|
)
|
|
(10,106
|
)
|
||
Principal collections from investments
|
744
|
|
|
48
|
|
||
Funding of escrow accounts
|
(9,655
|
)
|
|
—
|
|
||
Withdrawal from escrow accounts
|
8,647
|
|
|
—
|
|
||
Other
|
(297
|
)
|
|
(29,905
|
)
|
||
Net cash provided by (used in) investing activities
|
25,834
|
|
|
(221,825
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from credit facilities
|
—
|
|
|
235,612
|
|
||
Principal payments on credit facilities
|
—
|
|
|
(112,228
|
)
|
||
Proceeds from issuance of non-recourse debt
|
30,952
|
|
|
114,424
|
|
||
Principal payments on non-recourse debt
|
(28,787
|
)
|
|
(15,803
|
)
|
||
Payments on deferred funding obligations
|
(16,993
|
)
|
|
(30,369
|
)
|
||
Net proceeds of common stock issuances
|
—
|
|
|
67,840
|
|
||
Payments of dividends and distributions
|
(17,606
|
)
|
|
(15,850
|
)
|
||
Other
|
(367
|
)
|
|
(3,379
|
)
|
||
Net cash provided by (used in) financing activities
|
(32,801
|
)
|
|
240,247
|
|
||
Increase (decrease) in cash, cash equivalents, and restricted cash
|
(1,620
|
)
|
|
23,666
|
|
||
Cash, cash equivalents, and restricted cash at beginning of period
|
118,177
|
|
|
59,144
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
116,557
|
|
|
$
|
82,810
|
|
Interest paid
|
$
|
17,427
|
|
|
$
|
11,526
|
|
Non-cash changes in deferred funding obligations (financing activity)
|
—
|
|
|
33,822
|
|
||
Non-cash changes in receivables and investments (investing activity)
|
—
|
|
|
(33,822
|
)
|
||
Non-cash changes in residual assets (investing activity)
|
(7,761
|
)
|
|
(4,223
|
)
|
1.
|
The Company
|
•
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Equity investments in either preferred or common structures in unconsolidated entities;
|
•
|
Government and commercial receivables, such as loans for renewable energy and energy efficiency projects;
|
•
|
Real estate, such as land or other assets leased for use by sustainable infrastructure projects typically under long term leases; and
|
•
|
Investments in debt securities of renewable energy or energy efficiency projects.
|
2.
|
Summary of Significant Accounting Policies
|
3.
|
Fair Value Measurements
|
•
|
Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the measurement date.
|
•
|
Level 2 — Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.
|
•
|
Level 3 — Unobservable inputs are used when little or no market data is available.
|
|
As of March 31, 2018
|
||||||||
|
Fair Value
|
|
Carrying
Value |
|
Level
|
||||
|
(in millions)
|
||||||||
Assets
|
|
|
|
|
|
||||
Government receivables
|
$
|
497
|
|
|
$
|
514
|
|
|
Level 3
|
Commercial receivables
|
452
|
|
|
471
|
|
|
Level 3
|
||
Receivables held-for-sale
|
16
|
|
|
16
|
|
|
Level 3
|
||
Investments
(1)
|
152
|
|
|
152
|
|
|
Level 3
|
||
Securitization residual assets
(2)
|
53
|
|
|
53
|
|
|
Level 3
|
||
Derivative assets
|
6
|
|
|
6
|
|
|
Level 2
|
||
Liabilities
|
|
|
|
|
|
||||
Credit facility
|
$
|
70
|
|
|
$
|
70
|
|
|
Level 3
|
Non-recourse debt
(3)
|
1,225
|
|
|
1,241
|
|
|
Level 3
|
||
Convertible notes
(3)
|
144
|
|
|
151
|
|
|
Level 2
|
(1)
|
The amortized cost of our investments as of
March 31, 2018
was
$157
million.
|
(2)
|
Included in other assets on the consolidated balance sheet.
|
(3)
|
Fair value and carrying value excludes unamortized debt issuance costs.
|
|
As of December 31, 2017
|
||||||||
|
Fair Value
|
|
Carrying
Value |
|
Level
|
||||
|
(in millions)
|
||||||||
Assets
|
|
|
|
|
|
||||
Government receivables
|
$
|
519
|
|
|
$
|
519
|
|
|
Level 3
|
Commercial receivables
|
464
|
|
|
473
|
|
|
Level 3
|
||
Receivables held-for-sale
|
20
|
|
|
19
|
|
|
Level 3
|
||
Investments
(1)
|
151
|
|
|
151
|
|
|
Level 3
|
||
Securitization residual assets
(2)
|
45
|
|
|
45
|
|
|
Level 3
|
||
Liabilities
|
|
|
|
|
|
||||
Credit facility
|
$
|
70
|
|
|
$
|
70
|
|
|
Level 3
|
Non-recourse debt
(3)
|
1,239
|
|
|
1,238
|
|
|
Level 3
|
||
Convertible notes
(3)
|
156
|
|
|
152
|
|
|
Level 2
|
(1)
|
The amortized cost of our investments as of
December 31, 2017
was
$153
million.
|
(2)
|
Included in other assets on the consolidated balance sheet.
|
(3)
|
Fair value and carrying value excludes unamortized debt issuance costs.
|
|
For the three months ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Balance, beginning of period
|
$
|
151
|
|
|
$
|
58
|
|
Purchases of investments
|
4
|
|
|
66
|
|
||
Unrealized gains (losses) on investments recorded in AOCI
|
(3
|
)
|
|
1
|
|
||
Balance, end of period
|
$
|
152
|
|
|
$
|
125
|
|
|
Estimated Fair Value
|
|
Unrealized Losses
(1)
|
||||||||
|
Securities with a loss shorter than 12 months
|
|
Securities with a loss longer than 12 months
|
|
Securities with a loss shorter than 12 months
|
|
Securities with a loss longer than 12 months
|
||||
|
(in millions)
|
||||||||||
March 31, 2018
|
103
|
|
|
44
|
|
|
2
|
|
|
3
|
|
December 31, 2017
|
26
|
|
|
46
|
|
|
1
|
|
|
2
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(in millions)
|
||||||
Cash deposits
|
$
|
47
|
|
|
$
|
57
|
|
Restricted cash deposits (included in other assets)
|
70
|
|
|
61
|
|
||
Total cash deposits
|
$
|
117
|
|
|
$
|
118
|
|
Amount of cash deposits in excess of amounts federally insured
|
$
|
114
|
|
|
$
|
116
|
|
4.
|
Non-Controlling Interest
|
5.
|
Securitization of Receivables
|
|
As of and for the three months ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Gains on securitizations
|
$
|
6
|
|
|
$
|
4
|
|
Purchase of receivables securitized
|
129
|
|
|
87
|
|
||
Proceeds from securitizations
|
135
|
|
|
91
|
|
||
Residual and servicing assets included in other assets
|
53
|
|
|
22
|
|
||
Cash received from residual and servicing assets
|
1
|
|
|
2
|
|
6.
|
Our Portfolio
|
|
Investment Grade
|
|
|
|
|
|
|
||||||||||||||||
|
Government
(1)
|
|
Commercial Investment Grade
(2)
|
|
Commercial Non-Investment Grade
(3)
|
|
Subtotal,
Debt and Real Estate |
|
Equity
Method Investments |
|
Total
|
||||||||||||
|
(dollars in millions)
|
||||||||||||||||||||||
Equity investments in renewable energy projects
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
469
|
|
|
$
|
469
|
|
Receivables
(4)
|
514
|
|
|
463
|
|
|
8
|
|
|
985
|
|
|
—
|
|
|
985
|
|
||||||
Receivables held-for-sale
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||
Investments
|
103
|
|
|
49
|
|
|
—
|
|
|
152
|
|
|
—
|
|
|
152
|
|
||||||
Real estate
(5)
|
—
|
|
|
340
|
|
|
—
|
|
|
340
|
|
|
21
|
|
|
361
|
|
||||||
Total
|
$
|
633
|
|
|
$
|
852
|
|
|
$
|
8
|
|
|
$
|
1,493
|
|
|
$
|
490
|
|
|
$
|
1,983
|
|
% of Debt and real estate portfolio
|
42
|
%
|
|
57
|
%
|
|
1
|
%
|
|
100
|
%
|
|
N/A
|
|
|
N/A
|
|
||||||
Average remaining balance
(6)
|
11
|
|
|
9
|
|
|
4
|
|
|
10
|
|
|
18
|
|
|
11
|
|
(1)
|
Transactions where the ultimate obligor is the U.S. federal government or state or local governments where the obligors are rated investment grade (either by an independent rating agency or based upon our internal credit analysis). This amount includes
$394
million of U.S. federal government transactions and
$239
million of transactions where the ultimate obligors are state or local governments. Transactions may have guaranties of energy savings from third party service providers, which typically are entities rated investment grade by an independent rating agency.
|
(2)
|
Transactions where the projects or the ultimate obligors are commercial entities that have been rated investment grade (either by an independent rating agency or based on our internal credit analysis). Of this total,
$10
million of the transactions have been rated investment grade by an independent rating agency. Commercial investment grade receivables include
$312
million of internally rated residential solar loans made on a non-recourse basis to special purpose subsidiaries of the SunPower Corporation (“SunPower”), for which we rely on certain limited indemnities, warranties, and other obligations of SunPower or its other subsidiaries.
|
(3)
|
Transactions where the projects or the ultimate obligors are commercial entities that have ratings below investment grade (either by an independent rating agency or using our internal credit analysis).
|
(4)
|
Total reconciles to the total of the government receivables and commercial receivables lines of the consolidated balance sheets.
|
(5)
|
Includes the real estate and the lease intangible assets (including those held through equity method investments) from which we receive scheduled lease payments, typically under long-term triple net lease agreements.
|
(6)
|
Excludes approximately
140
transactions each with outstanding balances that are less than
$1 million
and that in the aggregate total
$54
million.
|
Investment Date
|
|
Investee
|
|
Carrying Value
|
||
|
|
|
|
(in millions)
|
||
Various
|
|
Vento I, LLC
|
|
$
|
115
|
|
Various
|
|
Northern Frontier, LLC
|
|
113
|
|
|
December 2015
|
|
Buckeye Wind Energy Class B Holdings, LLC
|
|
65
|
|
|
October 2016
|
|
Invenergy Gunsight Mountain Holdings, LLC
|
|
37
|
|
|
June 2016
|
|
MM Solar Holdings, LLC
|
|
27
|
|
|
Various
|
|
Helix Fund I, LLC
|
|
24
|
|
|
Various
|
|
Other transactions
|
|
109
|
|
|
|
|
Total equity method investments
|
|
$
|
490
|
|
|
Total
|
|
Less than 1
year |
|
1-5 years
|
|
5-10 years
|
|
More than 10
years |
||||||||||
|
(dollars in millions)
|
||||||||||||||||||
Receivables
|
|
|
|
|
|
|
|
|
|
||||||||||
Maturities by period
|
$
|
985
|
|
|
$
|
2
|
|
|
$
|
19
|
|
|
$
|
64
|
|
|
$
|
900
|
|
Weighted average yield by period
|
5.1
|
%
|
|
5.9
|
%
|
|
5.8
|
%
|
|
4.7
|
%
|
|
5.1
|
%
|
|||||
Investments
|
|
|
|
|
|
|
|
|
|
||||||||||
Maturities by period
|
$
|
152
|
|
|
$
|
—
|
|
|
$
|
65
|
|
|
$
|
14
|
|
|
$
|
73
|
|
Weighted average yield by period
|
4.0
|
%
|
|
—
|
%
|
|
3.6
|
%
|
|
4.0
|
%
|
|
4.3
|
%
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(in millions)
|
||||||
Real estate
|
|
|
|
||||
Land
|
$
|
247
|
|
|
$
|
247
|
|
Lease intangibles
|
99
|
|
|
99
|
|
||
Accumulated amortization of lease intangibles
|
(6
|
)
|
|
(5
|
)
|
||
Real estate
|
$
|
340
|
|
|
$
|
341
|
|
|
Future Amortization Expense
|
|
Minimum Rental Income Payments
|
||||
|
(in millions)
|
||||||
From April 1, 2018 to December 31, 2018
|
$
|
2
|
|
|
$
|
15
|
|
2019
|
3
|
|
|
20
|
|
||
2020
|
3
|
|
|
20
|
|
||
2021
|
3
|
|
|
20
|
|
||
2022
|
3
|
|
|
20
|
|
||
2023
|
3
|
|
|
22
|
|
||
Thereafter
|
76
|
|
|
720
|
|
||
Total
|
$
|
93
|
|
|
$
|
837
|
|
7.
|
Credit Facility
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(dollars in millions)
|
||||||
Outstanding balance
|
$
|
70
|
|
|
$
|
70
|
|
Value of collateral pledged to credit facility
|
248
|
|
|
252
|
|
||
Weighted average short-term borrowing rate
|
3.2
|
%
|
|
3.0
|
%
|
8.
|
Long-term Debt
|
|
Outstanding Balance
as of |
|
|
|
|
|
|
|
|
|
Value of Assets Pledged
as of |
|
|
|||||||||||||||
|
March 31, 2018
|
|
December 31, 2017
|
|
Interest
Rate |
|
|
|
Maturity Date
|
|
Anticipated
Balance at Maturity |
|
March 31, 2018
|
|
December 31, 2017
|
|
Description
of Assets Pledged |
|||||||||||
|
(dollars in millions)
|
|
|
|||||||||||||||||||||||||
HASI Sustainable Yield Bond 2013-1
|
$
|
67
|
|
|
$
|
67
|
|
|
2.79
|
%
|
|
|
|
December 2019
|
|
$
|
57
|
|
|
$
|
86
|
|
|
$
|
86
|
|
|
Receivables
|
ABS Loan Agreement
|
80
|
|
|
81
|
|
|
5.74
|
%
|
|
|
|
September 2021
|
|
17
|
|
|
75
|
|
|
79
|
|
|
Equity interest in Strong Upwind Holdings I, LLC
|
|||||
HASI Sustainable Yield Bond 2015-1A
|
93
|
|
|
94
|
|
|
4.28
|
%
|
|
|
|
October 2034
|
|
—
|
|
|
136
|
|
|
137
|
|
|
Receivables, real estate and real estate intangibles
|
|||||
HASI Sustainable Yield Bond 2015-1B Note
|
14
|
|
|
14
|
|
|
5.41
|
%
|
|
|
|
October 2034
|
|
—
|
|
|
136
|
|
|
137
|
|
|
Class B Bond of HASI Sustainable Yield Bond 2015-1
|
|||||
2017 Credit Agreement
|
165
|
|
|
180
|
|
|
4.12
|
%
|
|
|
|
January 2023
|
|
—
|
|
|
202
|
|
|
226
|
|
|
Equity interests in Strong Upwind Holdings I, II, III, and IV LLC, and Northern Frontier, LLC
|
|||||
HASI SYB Loan Agreement 2015-2
|
34
|
|
|
36
|
|
|
6.39
|
%
|
|
(1)
|
|
December 2023
|
|
—
|
|
|
65
|
|
|
68
|
|
|
Equity interest in Buckeye Wind Energy Class B Holdings LLC, related interest rate swap
|
|||||
HASI SYB Loan Agreement 2015-3
|
141
|
|
|
143
|
|
|
4.92
|
%
|
|
|
|
December 2020
|
|
127
|
|
|
169
|
|
|
171
|
|
|
Residential solar receivables, related interest rate swaps
|
|||||
HASI SYB Loan Agreement 2016-1
|
120
|
|
|
121
|
|
|
4.83
|
%
|
|
(1)
|
|
November 2021
|
|
106
|
|
|
142
|
|
|
143
|
|
|
Residential solar receivables, related interest rate swaps
|
|||||
HASI SYB Trust 2016-2
|
82
|
|
|
81
|
|
|
4.35
|
%
|
|
|
|
April 2037
|
|
—
|
|
|
86
|
|
|
86
|
|
|
Receivables
|
|||||
2017 Master Repurchase Agreement
|
41
|
|
|
35
|
|
|
3.99
|
%
|
|
(1)
|
|
July 2019
|
|
36
|
|
|
44
|
|
|
38
|
|
|
Receivables and investments
|
|||||
HASI ECON 101 Trust
|
134
|
|
|
134
|
|
|
3.57
|
%
|
|
|
|
May 2041
|
|
—
|
|
|
139
|
|
|
140
|
|
|
Receivables and investments
|
|||||
HASI SYB Trust 2017-1
|
161
|
|
|
162
|
|
|
3.86
|
%
|
|
|
|
March 2042
|
|
—
|
|
|
208
|
|
|
209
|
|
|
Receivables, real estate and real estate intangibles
|
|||||
Other non-recourse debt
(2)
|
109
|
|
|
90
|
|
|
2.26% -
7.45 |
|
|
|
|
2018 to 2046
|
|
19
|
|
|
176
|
|
|
162
|
|
|
Receivables
|
|||||
Debt issuance costs
|
(26
|
)
|
|
(27
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Non-recourse debt
(3)
|
$
|
1,215
|
|
|
$
|
1,211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Interest rate represents the current period’s LIBOR based rate plus the spread. Also see the interest rate swap contracts shown in the table below, the value of which are not included in the book value of assets pledged or the interest rate of the debt instrument.
|
(2)
|
Other non-recourse debt consists of various debt agreements used to finance certain of our receivables for their term. Debt service payment requirements, in a majority of cases, are equal to or less than the cash flows received from the underlying receivables.
|
(3)
|
The total collateral pledged against our non-recourse debt was
$1,528
million and
$1,545
million as of
March 31, 2018
and
December 31, 2017
, respectively.
|
|
|
|
|
|
Notional Value as of
|
|
Fair Value as of
|
|
|
|||||||||||||
|
Base
Rate
|
|
Hedged
Rate
|
|
March 31, 2018
|
|
December 31, 2017
|
|
March 31, 2018
|
|
December 31, 2017
|
|
Term
|
|||||||||
|
|
|
|
|
(dollars in millions)
|
|
|
|||||||||||||||
HASI SYB Loan Agreement 2015-2
|
3 month Libor
|
|
1.52
|
%
|
|
$
|
31
|
|
|
$
|
31
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
December 2015 to December 2018
|
HASI SYB Loan Agreement 2015-2
|
3 month Libor
|
|
2.55
|
%
|
|
29
|
|
|
29
|
|
|
0.1
|
|
|
(0.2
|
)
|
|
December 2018 to December 2024
|
||||
HASI SYB Loan Agreement 2015-3
|
1 month Libor
|
|
2.34
|
%
|
|
119
|
|
|
119
|
|
|
1.7
|
|
|
—
|
|
|
November 2020 to August 2028
|
||||
HASI SYB Loan Agreement 2016-1
|
3 month Libor
|
|
1.88
|
%
|
|
113
|
|
|
120
|
|
|
2.7
|
|
|
1.1
|
|
|
November 2016 to
November 2021 |
||||
HASI SYB Loan Agreement 2016-1
|
3 month Libor
|
|
2.73
|
%
|
|
107
|
|
|
107
|
|
|
0.4
|
|
|
(1.1
|
)
|
|
November 2021 to October 2032
|
||||
2017 Master Repurchase Agreement
|
3 month Libor
|
|
2.42
|
%
|
|
32
|
|
|
32
|
|
|
0.5
|
|
|
—
|
|
|
August 2019 to March 2033
|
||||
Total
|
|
|
|
|
$
|
431
|
|
|
$
|
438
|
|
|
$
|
5.6
|
|
|
$
|
(0.1
|
)
|
|
|
|
Three months ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Total interest expense
|
$
|
18,711
|
|
|
$
|
13,783
|
|
Impact of hedging
|
55
|
|
|
333
|
|
|
Future minimum maturities
|
||
|
(in millions)
|
||
April 1, 2018 to December 31, 2018
|
$
|
54
|
|
2019
|
151
|
|
|
2020
|
181
|
|
|
2021
|
156
|
|
|
2022
|
27
|
|
|
2023
|
62
|
|
|
Thereafter
|
610
|
|
|
Total minimum maturities
|
$
|
1,241
|
|
Deferred financing costs, net
|
(26
|
)
|
|
Total non-recourse debt
|
$
|
1,215
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(in millions)
|
||||||
Principal
|
$
|
150
|
|
|
$
|
150
|
|
Accrued interest
|
1
|
|
|
3
|
|
||
Less:
|
|
|
|
||||
Unamortized financing costs
|
(5
|
)
|
|
(5
|
)
|
||
Carrying value of convertible notes
|
$
|
146
|
|
|
$
|
148
|
|
9.
|
Commitments and Contingencies
|
Announced Date
|
|
Record Date
|
|
Pay Date
|
|
Amount per
share |
|||
3/15/2017
|
|
4/5/2017
|
|
|
4/13/2017
|
|
$
|
0.33
|
|
6/1/2017
|
|
7/6/2017
|
|
|
7/13/2017
|
|
0.33
|
|
|
9/12/2017
|
|
10/5/2017
|
|
|
10/16/2017
|
|
0.33
|
|
|
12/12/2017
|
|
12/26/2017
|
(1)
|
|
1/11/2018
|
|
0.33
|
|
|
2/21/2018
|
|
4/4/2018
|
|
|
4/12/2018
|
|
0.33
|
|
(1)
|
This dividend was treated as a distribution in
2018
for tax purposes.
|
Closing Date
|
|
Common Stock Offerings
|
|
Shares Issued
(1)
|
|
Price Per Share
|
|
Net Proceeds
(2)
|
|||||||
|
|
|
|
(amounts in millions, except per share amounts)
|
|||||||||||
1/20/17 to 2/2/17
|
|
ATM
|
|
0.197
|
|
|
$
|
19.18
|
|
|
(4)
|
|
$
|
4
|
|
3/10/17
|
|
Public Offering
|
|
3.450
|
|
|
18.73
|
|
|
(3)
|
|
64
|
|
||
5/17/17 to 6/22/17
|
|
ATM
|
|
1.376
|
|
|
22.71
|
|
|
(4)
|
|
31
|
|
(1)
|
Includes shares issued in connection with the exercise of the underwriters’ option to purchase additional shares.
|
(2)
|
Net proceeds from the offerings is shown after deducting underwriting discounts, commissions and other offering costs.
|
(3)
|
Represents the price per share at which the underwriters in our public offerings purchased our shares.
|
(4)
|
Represents the average price per share at which investors in our ATM offerings purchased our shares.
|
|
Restricted Shares of Common Stock
|
|
Weighted Average Share Price
|
|
Value
|
|||||
|
|
|
|
|
(in millions)
|
|||||
Ending Balance — December 31, 2016
|
1,181,672
|
|
|
$
|
17.76
|
|
|
$
|
21.0
|
|
Granted
|
452,864
|
|
|
19.06
|
|
|
8.6
|
|
||
Vested
|
(230,424
|
)
|
|
14.41
|
|
|
(3.3
|
)
|
||
Forfeited
|
(4,519
|
)
|
|
18.72
|
|
|
(0.1
|
)
|
||
Ending Balance — December 31, 2017
|
1,399,593
|
|
|
$
|
18.73
|
|
|
$
|
26.2
|
|
Granted
|
49,620
|
|
|
18.68
|
|
|
0.9
|
|
||
Vested
|
(256,618
|
)
|
|
18.92
|
|
|
(4.8
|
)
|
||
Forfeited
|
(79,655
|
)
|
|
18.97
|
|
|
(1.5
|
)
|
||
Ending Balance — March 31, 2018
|
1,112,940
|
|
|
$
|
18.66
|
|
|
$
|
20.8
|
|
|
Restricted Stock Units
|
|
Weighted Average Share Price
|
|
Value
|
|||||
|
|
|
|
|
(in millions)
|
|||||
Ending Balance — December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Granted
|
257,284
|
|
|
18.99
|
|
|
4.9
|
|
||
Vested
|
(376
|
)
|
|
18.99
|
|
|
—
|
|
||
Forfeited
|
(1,202
|
)
|
|
18.99
|
|
|
—
|
|
||
Ending Balance — December 31, 2017
|
255,706
|
|
|
$
|
18.99
|
|
|
$
|
4.9
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
||
Vested
|
(868
|
)
|
|
18.99
|
|
|
—
|
|
||
Forfeited
|
(14,654
|
)
|
|
18.99
|
|
|
(0.3
|
)
|
||
Ending Balance — March 31, 2018
|
240,184
|
|
|
$
|
18.99
|
|
|
$
|
4.6
|
|
12.
|
Earnings per Share of Common Stock
|
|
Three Months Ended March 31,
|
||||||
Numerator:
|
2018
|
|
2017
|
||||
|
(in millions, except share and per share data)
|
||||||
Net income (loss) attributable to controlling stockholders and participating securities
|
$
|
(1.2
|
)
|
|
$
|
7.2
|
|
Less: Dividends paid on participating securities
|
(0.5
|
)
|
|
(0.6
|
)
|
||
Undistributed earnings attributable to participating securities
|
—
|
|
|
—
|
|
||
Net income (loss) attributable to controlling stockholders
|
$
|
(1.7
|
)
|
|
$
|
6.6
|
|
Denominator:
|
|
|
|
||||
Weighted-average number of common shares — basic
|
51,710,910
|
|
|
47,497,107
|
|
||
Weighted-average number of common shares — diluted
|
51,710,910
|
|
|
47,497,107
|
|
||
Basic earnings per common share
|
$
|
(0.03
|
)
|
|
$
|
0.14
|
|
Diluted earnings per common share
|
$
|
(0.03
|
)
|
|
$
|
0.14
|
|
Other Information:
|
|
|
|
||||
Weighted-average number of OP units
|
283,963
|
|
|
284,992
|
|
||
Unvested restricted common stock outstanding (i.e. participating securities)
|
1,112,940
|
|
|
1,551,243
|
|
|
Buckeye Wind Energy Class B Holdings, LLC
|
|
MM Solar Parent, LLC
|
|
Helix Fund I, LLC
|
|
Other Investments
(1)
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31, 2017
|
|||||||||||||||||||
Current assets
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
96
|
|
|
$
|
103
|
|
Total assets
|
286
|
|
|
85
|
|
|
28
|
|
|
2,686
|
|
|
3,085
|
|
|||||
Current liabilities
|
1
|
|
|
5
|
|
|
—
|
|
|
66
|
|
|
72
|
|
|||||
Total liabilities
|
11
|
|
|
37
|
|
|
—
|
|
|
324
|
|
|
372
|
|
|||||
Members' equity
|
275
|
|
|
48
|
|
|
28
|
|
|
2,362
|
|
|
2,713
|
|
|||||
As of December 31, 2016
|
|||||||||||||||||||
Current assets
|
5
|
|
|
3
|
|
|
—
|
|
|
73
|
|
|
81
|
|
|||||
Total assets
|
297
|
|
|
88
|
|
|
11
|
|
|
2,684
|
|
|
3,080
|
|
|||||
Current liabilities
|
1
|
|
|
4
|
|
|
—
|
|
|
39
|
|
|
44
|
|
|||||
Total liabilities
|
7
|
|
|
40
|
|
|
—
|
|
|
252
|
|
|
299
|
|
|||||
Members' equity
|
290
|
|
|
48
|
|
|
11
|
|
|
2,432
|
|
|
2,781
|
|
|||||
Income Statement
|
|
|
|
|
|
|
|
|
|
||||||||||
For the year ended December 31, 2017
|
|||||||||||||||||||
Revenue
|
12
|
|
|
11
|
|
|
2
|
|
|
270
|
|
|
295
|
|
|||||
Income from continuing operations
|
(8
|
)
|
|
4
|
|
|
1
|
|
|
(23
|
)
|
|
(26
|
)
|
|||||
Net income
|
(8
|
)
|
|
4
|
|
|
1
|
|
|
(23
|
)
|
|
(26
|
)
|
|||||
For the year ended December 31, 2016
|
|||||||||||||||||||
Revenue
|
13
|
|
|
12
|
|
|
—
|
|
|
262
|
|
|
287
|
|
|||||
Income from continuing operations
|
(6
|
)
|
|
5
|
|
|
—
|
|
|
18
|
|
|
17
|
|
|||||
Net income
|
(6
|
)
|
|
5
|
|
|
—
|
|
|
18
|
|
|
17
|
|
•
|
Energy
efficiency projects:
projects, typically undertaken by ESCOs, which reduce a building’s or facility’s energy usage or cost by improving or installing various building components, including heating, ventilation and air conditioning systems (“HVAC systems”), lighting, energy controls, roofs, windows, building shells, and/or combined heat and power systems;
|
•
|
Renewable energy projects
: projects that deploy cleaner energy sources, such as solar and wind to generate power production; and
|
•
|
Other sustainable infrastructure:
upgraded transmission or distribution systems, water and storm water infrastructure, seismic retrofits and other projects, that improve water or energy efficiency, increase energy system resiliency, positively impact the environment or more efficiently use natural resources.
|
•
|
Consolidation and equity method investments
|
•
|
Government and commercial receivables
|
•
|
Real estate
|
•
|
Investments
|
•
|
Securitization of receivables
|
•
|
Equity investments in either preferred or common structures in unconsolidated entities;
|
•
|
Government and commercial receivables, such as loans for renewable energy and energy efficiency projects;
|
•
|
Real estate, such as land or other assets leased for use by sustainable infrastructure projects typically under long term leases; and
|
•
|
Investments in debt securities of renewable energy or energy efficiency projects.
|
|
Balance
|
|
Maturity
|
||
|
(in millions)
|
|
|
||
Fixed-rate receivables, interest rates less than 5.00% per annum
|
$
|
422
|
|
|
2018 to 2046
|
Fixed-rate receivables, interest rates from 5.00% to 6.50% per annum
(1)
|
390
|
|
|
2020 to 2046
|
|
Fixed-rate receivables, interest rates greater than 6.50% per annum
|
173
|
|
|
2018 to 2069
|
|
Receivables
|
985
|
|
|
|
|
Allowance for credit losses
|
—
|
|
|
|
|
Receivables, net of allowance
|
985
|
|
|
|
|
Fixed-rate investments, interest rates of less than 5.00% per annum
|
138
|
|
|
2019 to 2043
|
|
Fixed-rate investments, interest rates from 5.00% to 6.50% per annum
|
14
|
|
|
2028 to 2048
|
|
Total receivables and investments
|
$
|
1,137
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(dollars in millions)
|
||||||
Interest income, receivables
|
$
|
13
|
|
|
$
|
14
|
|
Average monthly balance of receivables
|
$
|
980
|
|
|
$
|
1,048
|
|
Average interest rate from receivables
|
5.2
|
%
|
|
5.4
|
%
|
||
Interest income, investments
|
$
|
2
|
|
|
$
|
1
|
|
Average monthly balance of investments
|
$
|
153
|
|
|
$
|
87
|
|
Average interest rate of investments
|
4.0
|
%
|
|
4.3
|
%
|
||
Rental income
|
$
|
6
|
|
|
$
|
4
|
|
Average monthly balance of real estate
|
$
|
340
|
|
|
$
|
231
|
|
Average yield on real estate
|
7.0
|
%
|
|
7.1
|
%
|
||
Average monthly balance of Portfolio
|
$
|
1,473
|
|
|
$
|
1,367
|
|
Average yield from Portfolio
|
5.5
|
%
|
|
5.6
|
%
|
||
Interest expense
(1)
|
$
|
14
|
|
|
$
|
10
|
|
Average monthly balance of debt
(1)
|
$
|
1,225
|
|
|
$
|
904
|
|
Average interest rate from debt
(1)
|
4.7
|
%
|
|
4.5
|
%
|
||
Average interest spread
(1)
|
0.8
|
%
|
|
1.1
|
%
|
||
Net investment margin
(1)
|
1.6
|
%
|
|
2.6
|
%
|
(1)
|
Excludes the non-recourse debt used to finance the equity method investments in the renewable energy projects because our earnings from these equity investments are not included in total revenue.
|
|
Payment due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-5
years
|
|
5-10
years
|
|
More than
10 years
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Receivables
(1)
|
$
|
985
|
|
|
$
|
24
|
|
|
$
|
148
|
|
|
$
|
283
|
|
|
$
|
530
|
|
Investments
|
152
|
|
|
4
|
|
|
78
|
|
|
19
|
|
|
51
|
|
•
|
the anticipated maturity dates of our receivables and investments and the weighted average yield for each range of maturities as of
March 31, 2018
,
|
•
|
the term of our leases and a schedule of our future minimum rental income under our land lease agreements as of
March 31, 2018
,
|
•
|
the credit quality of our Portfolio, and
|
•
|
the receivables on non-accrual status.
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in millions)
|
|||||||||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Interest income, receivables
|
$
|
13
|
|
|
$
|
14
|
|
|
$
|
(1
|
)
|
|
(7
|
)%
|
Interest income, investments
|
2
|
|
|
1
|
|
|
1
|
|
|
100
|
%
|
|||
Rental income
|
6
|
|
|
4
|
|
|
2
|
|
|
50
|
%
|
|||
Gain on sale of receivables and investments
|
6
|
|
|
4
|
|
|
2
|
|
|
50
|
%
|
|||
Fee income
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
%
|
|||
Total revenue
|
28
|
|
|
24
|
|
|
4
|
|
|
17
|
%
|
|||
Expenses
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
19
|
|
|
14
|
|
|
5
|
|
|
36
|
%
|
|||
Compensation and benefits
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
%
|
|||
General and administrative
|
3
|
|
|
2
|
|
|
1
|
|
|
50
|
%
|
|||
Total expenses
|
27
|
|
|
21
|
|
|
6
|
|
|
29
|
%
|
|||
Income before equity method investments
|
1
|
|
|
3
|
|
|
(2
|
)
|
|
(67
|
)%
|
|||
Income (loss) from equity method investments
|
(2
|
)
|
|
4
|
|
|
(6
|
)
|
|
(150
|
)%
|
|||
Income (loss) before income taxes
|
(1
|
)
|
|
7
|
|
|
(8
|
)
|
|
(114
|
)%
|
|||
Income tax (expense) benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Net income (loss)
|
$
|
(1
|
)
|
|
$
|
7
|
|
|
$
|
(8
|
)
|
|
(114
|
)%
|
•
|
Net income decreased by approximately
$8
million as a result of a
$4 million
increase in total revenue, offset by a
$6
million decrease in income from equity method investments and a
$6 million
increase in total expenses. These results do not reflect the non-GAAP core earnings adjustment applied to our equity method investments, which is discussed in the non-GAAP financial measures section below.
|
•
|
A $1 million decrease in interest income from receivables was offset by a $1 million increase in interest income from investments.
|
•
|
Rental income grew by approximately
$2 million
due to incremental additions to the real estate portfolio. In addition, gain on sale of receivables and investments and fee income grew by
$2 million
primarily due to an increase in securitization activity during the three months ended
March 31, 2018
, when compared to the same period in
2017
.
|
•
|
Interest expense increased by
$5 million
primarily due to higher average outstanding borrowings, including higher fixed rate debt and an increase in interest rates during the three months ended
March 31, 2018
, when compared to the same period in
2017
.
|
•
|
General and administrative expenses increased by
$1
million due to an increase in transaction specific costs and other administrative costs.
|
•
|
Income from equity method investments decreased by
$6
million due primarily to the recognition of our portion of a project-level write-down which was recognized from one of our renewable energy investments.
|
|
Three Months Ended March 31,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
$
|
|
Per
Share
|
|
$
|
|
Per
Share
|
||||||||
|
(dollars in thousands, except per share amounts)
|
||||||||||||||
Net income (loss) attributable to controlling stockholders
|
$
|
(1,223
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
7,199
|
|
|
$
|
0.14
|
|
Core earnings adjustments:
|
|
|
|
|
|
|
|
||||||||
Reverse GAAP (income) loss from equity method investments
|
2,285
|
|
|
|
|
(4,171
|
)
|
|
|
||||||
Add back core equity method investments earnings
|
10,592
|
|
|
|
|
9,349
|
|
|
|
||||||
Non-cash equity-based compensation charges
|
1,845
|
|
|
|
|
2,569
|
|
|
|
||||||
Amortization of intangibles
|
783
|
|
|
|
|
507
|
|
|
|
||||||
Current year earnings attributable to non-controlling interest
|
(5
|
)
|
|
|
|
43
|
|
|
|
||||||
Core earnings
(1)
|
$
|
14,277
|
|
|
$
|
0.27
|
|
|
$
|
15,496
|
|
|
$
|
0.32
|
|
(1)
|
Core earnings per share is based on
53,549,878
shares for the
three
months ended
March 31, 2018
and
49,080,573
shares for the
three
months ended
March 31, 2017
, which represents the weighted average number of fully-diluted shares outstanding including our restricted stock awards and restricted stock units and the non-controlling interest in our Operating Partnership. We include any potential common stock issuance in this calculation related to our convertible notes using the treasury stock method.
|
|
As of
|
||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(dollars in millions)
|
||||||
Equity method investments
|
$
|
490
|
|
|
$
|
523
|
|
Government receivables
|
514
|
|
|
519
|
|
||
Commercial receivables
|
471
|
|
|
474
|
|
||
Receivables held-for sale
|
16
|
|
|
19
|
|
||
Real estate
|
340
|
|
|
341
|
|
||
Investments
|
152
|
|
|
151
|
|
||
Assets held in securitization trusts
|
2,790
|
|
|
2,709
|
|
||
Managed Assets
|
$
|
4,773
|
|
|
$
|
4,736
|
|
Credit losses as a percentage of assets under management
|
0.0
|
%
|
|
0.0
|
%
|
|
March 31, 2018
|
|
% of Total
|
|
December 31, 2017
|
|
% of Total
|
||||||
|
(in millions)
|
|
|
|
(in millions)
|
|
|
||||||
Floating-rate borrowings
|
$
|
120
|
|
|
8
|
%
|
|
$
|
110
|
|
|
8
|
%
|
Fixed-rate debt
|
1,311
|
|
|
92
|
%
|
|
1,318
|
|
|
92
|
%
|
||
Total debt
(1)
|
$
|
1,431
|
|
|
100
|
%
|
|
$
|
1,428
|
|
|
100
|
%
|
Equity
|
$
|
627
|
|
|
|
|
$
|
643
|
|
|
|
||
Leverage
|
2.3 to 1
|
|
|
|
|
2.2 to 1
|
|
|
|
(1)
|
Floating-rate borrowings include borrowings under our floating-rate credit facility and approximately
$50
million and $40 million of non-recourse debt with floating rate exposure as of
March 31, 2018
and
December 31, 2017
, respectively. Approximately
$32
million of the
March 31, 2018
and
December 31, 2017
floating rate exposure is hedged beginning in 2019. Fixed-rate debt also includes the present notional value of non-recourse debt that is hedged using interest rate swaps. Debt excludes securitizations that are not consolidated on our balance sheet.
|
Period
|
|
Total number of shares purchased
|
|
Average price
per share
|
|
Total number of shares purchased as part of publicly announced plans or programs
|
|
Maximum
number of
shares that
may yet be
purchased
under the
plans or programs
|
||
February 2018
|
|
2,879
|
|
|
20.54
|
|
|
N/A
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|
N/A
|
March 2018
|
|
97,206
|
|
|
18.13
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|
|
N/A
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|
N/A
|
Exhibit
number
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Exhibit description
|
|
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|
3.1
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|
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3.2
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3.3
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4.1
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4.2
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|
|
|
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4.3
|
|
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10.1*
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31.1*
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31.2*
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32.1**
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32.2**
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|
|
|
|
|
101.INS*
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|
XBRL Instance Document
|
|
|
|
101.SCH*
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|
XBRL Taxonomy Extension Schema
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101.CAL*
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|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase
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|
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|
101.LAB*
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|
XBRL Taxonomy Extension Label Linkbase
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|
|
|
101. PRE*
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|
XBRL Taxonomy Extension Presentation Linkbase
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|
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|
|
HANNON ARMSTRONG SUSTAINABLE
INFRASTRUCTURE CAPITAL, INC.
(Registrant)
|
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||
Date: May 4, 2018
|
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/s/ Jeffrey W. Eckel
|
|
|
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|
Jeffrey W. Eckel
|
|
|
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|
Chairman, Chief Executive Officer and President
|
|
|
|
||
Date: May 4, 2018
|
|
|
|
/s/ Charles W. Melko
|
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Charles W. Melko
|
|
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|
Chief Accounting Officer and Senior Vice President
|
1.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
2.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
3.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
4.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 4, 2018
|
By:
|
/s/ Jeffrey W. Eckel
|
|
Name:
Title:
|
Jeffrey W. Eckel
Chairman, Chief Executive Officer and President
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 4, 2018
|
By:
|
/s/ J. Brendan Herron
|
|
|
Name:
Title
|
J. Brendan Herron
Chief Financial Officer and Executive Vice President
|
1.
|
The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 4, 2018
|
By:
|
/s/ Jeffrey W. Eckel
|
|
Name:
Title:
|
Jeffrey W. Eckel
Chairman, Chief Executive Officer and President
|
1.
|
The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 4, 2018
|
By:
|
/s/ J. Brendan Herron
|
|
Name:
Title:
|
J. Brendan Herron
Chief Financial Officer and Executive Vice President
|