Amendment to file financial statements of non-consolidated investees significant in prior year in accordance with Regulation S-X, Rule 3-09.true--12-31FY20190001561894Hannon Armstrong Sustainable Infrastructure Capital, Inc. 0001561894 2019-01-01 2019-12-31 0001561894 2020-03-23 0001561894 2019-06-30 iso4217:USD xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 10-K/A
Amendment No. 1
 
 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-35877
 
HANNON ARMSTRONG SUSTAINABLE
INFRASTRUCTURE CAPITAL, INC.
(Exact name of registrant as specified in its charter)
 
 
Maryland
46-1347456
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1906 Towne Centre Blvd
21401
Suite 370
 
Annapolis
MD
 
(Address of principal executive offices)
(Zip Code)
(410) 571-9860
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
HASI
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ☐    No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
☒
Accelerated filer
☐
Non-accelerated filer
☐  
Smaller reporting company
☐
 
 
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐   No  ☒
As of June 30, 2019, the aggregate market value of the registrant’s common stock (includes unvested restricted stock) held by non-affiliates of the registrant was $1.8 billion based on the closing sales price of the registrant’s common stock on June 30, 2019 as reported on the New York Stock Exchange.
On March 23, 2020, the registrant had a total of 69,549,042 shares of common stock, $0.01 par value, outstanding (which includes 458,571 shares of unvested restricted common stock).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement for the 2020 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.



AMENDMENT NO. 1

EXPLANATORY NOTE

Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company,” “we,” “our,” or “us”) is filing this amendment (the “Form 10-K/A”) to our Annual Report on Form 10-K for the year ended December 31, 2019, originally filed with the Securities and Exchange Commission (“SEC”) on February 25, 2020 (the “Original Form 10-K”), solely for the purpose of complying with Regulation S-X, Rule 3-09 ("Rule 3-09"). Rule 3-09 requires that Form 10-K contain separate financial statements for unconsolidated subsidiaries and investees accounted for by the equity method when such entities are individually significant. We have determined that our equity method investment in Buckeye Wind Energy Class B Holdings, LLC and Subsidiaries, which is not consolidated in our financial statements was significant under the income test of Rule 3-09 in relationship to our financial results for the year ended December 31, 2018, and our equity method investment in Helix Fund I, LLC, which is also not consolidated in our financial statements, was significant under the income test of Rule 3-09 in relationship to our financial results for the year ended December 31, 2017. Since the financial statements as of and for the year ended December 31, 2019 of the aforementioned investees were not available until after the date of the filing of our Original Form 10-K, Rule 3-09 provides that the financial statements may be filed as an amendment to our Original Form 10-K within 90 days after the end of our fiscal year ended December 31, 2019. Therefore, this Form 10-K/A amends Item 15 of our Original Form 10-K filed on February 25, 2020 to include the following Exhibits: 

•
Exhibit 23.2 -- Consent of CohnReznick LLP for Helix Fund I, LLC,
•
Exhibit 23.3 -- Consent of Deloitte & Touche LLP for Buckeye Wind Energy Class B Holdings LLC,
•
Exhibit 99.1 -- Helix Fund I LLC, Financial statements as of and for the year ended December 31, 2019,
•
Exhibit 99.2 -- Helix Fund I LLC, Financial statements as of and for the years ended December 31, 2018,
•
Exhibit 99.3 -- Helix Fund I LLC, Financial Statements as of December 31, 2017 and January 1, 2017 and for the year ended December 31, 2017 and the period from December 2, 2016 (inception) through January 1, 2017, and
•
Exhibit 99.4 -- Buckeye Wind Energy Class B Holdings LLC and Subsidiaries, Consolidated Financial Statements as of December 31, 2019 and 2018 and for each of the three years in the period ended December 31, 2019

This Form 10-K/A does not amend or otherwise update any other information in the Original Form 10-K (including the exhibits to the Original Form 10-K, except for Exhibits 31.1, 31.2, 32.1 and 32.2). Accordingly, this Form 10-K/A should be read in conjunction with our Original Form 10-K. In addition, in accordance with applicable rules and regulations promulgated by the SEC, this Form 10-K/A includes updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1, 31.2, 32.1 and 32.2.

Item 15.
Exhibits and Financial Statement Schedules
Documents filed as part of the report
The following documents are filed as part of this Form 10-K/A in Part II, Item 8 and are incorporated by reference:
(a)(1) Financial Statements:
See index in Item 8—“Financial Statements and Supplementary Data,” filed with the Original Form 10-K for a list of financial statements.
 
(3)
Exhibits Files:



4.1
4.2
4.3
4.4
4.5
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13

- 3 -

10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
21.1
23.1
23.2*
23.3*
24.1
  31.1*
  31.2*
  32.1**

- 4 -

32.2**
99.1*
99.2*
99.3*
99.4*
101.SCH
Inline XBRL Taxonomy Extension Schema (incorporated by reference to Exhibit 101.SCH to the Registrant’s Form 10-K (No. 001-35877), filed on February 25, 2020)
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase (incorporated by reference to Exhibit 101.CAL to the Registrant’s Form 10-K (No. 001-35877), filed on February 25, 2020)
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase (incorporated by reference to Exhibit 101.DEF to the Registrant’s Form 10-K (No. 001-35877), filed on February 25, 2020)
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase (incorporated by reference to Exhibit 101.LAB to the Registrant’s Form 10-K (No. 001-35877), filed on February 25, 2020)
101 PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
104
Cover Page Interactive Data File Included as Exhibit 101 (embedded within the Inline XBRL document)
* Filed herewith.
** Furnished with this report.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
HANNON ARMSTRONG SUSTAINABLE
 
INFRASTRUCTURE CAPITAL, INC.
 
(Registrant)
 
 
Date: March 27, 2020
/s/ Jeffrey W. Eckel
 
Jeffrey W. Eckel
 
Chairman, Chief Executive Officer and President
 
 
 
/s/ Charles W. Melko
 
Charles W. Melko
 
Chief Accounting Officer and Senior Vice President

- 5 -
Exhibit 23.2 Consent of Independent Auditor We consent to the incorporation by reference in Registration Statement No. 333-198158 on Form S-3, No. 333-230546 on Form S-3ASR, and No. 333-230548 on Form S-8 of Hannon Armstrong Sustainable Infrastructure Capital, Inc. of our report dated March 21, 2018, on our audit of the consolidated financial statements of Helix Fund I, LLC as of December 31, 2017, and for the fiscal year ended December 31, 2017, which report is included in the Annual Report on Form 10-K/A of Hannon Armstrong Sustainable Infrastructure Capital, Inc. for the year ended December 31, 2019. Atlanta, Georgia March 26, 2020 1

 
CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-3 No. 333-198158) of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (2) Registration Statement (Form S-8 No. 333-230548) pertaining to Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan, and (3) Registration Statement (Form S-3 ASR No. 333-230546) of Hannon Armstrong Sustainable Infrastructure Capital, Inc. of our report dated March 5, 2020, relating to the consolidated financial statements of Buckeye Wind Energy Class B Holdings LLC and Subsidiaries as of December 31, 2019 and 2018, and for each of the three years in the period ended December 31, 2019 appearing in this Annual Report on Form 10-K/A of Hannon Armstrong Sustainable Infrastructure Capital, Inc. for the year ended December 31, 2019. Chicago, Illinois March 26, 2020

 


EXHIBIT 31.1
CERTIFICATIONS
I, Jeffrey W. Eckel, certify that:
1.
I have reviewed this Annual Report on Form 10-K/A 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: March 27, 2020

 
By:
/s/ Jeffrey W. Eckel
 
 
Name: Jeffrey W. Eckel
 
 
Title: Chief Executive Officer and President

Exh. 31.1-1




EXHIBIT 31.2
CERTIFICATIONS
I, Jeffrey A. Lipson, certify that:
1.
I have reviewed this Annual Report on Form 10-K/A 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: March 27, 2020

 
By:
/s/ Jeffrey A. Lipson
 
 
Name: Jeffrey A. Lipson
 
 
Title: Chief Financial Officer and Executive Vice President
 
Exh. 31.2-1




EXHIBIT 32.1
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002, 10 U.S.C. SECTION 1350
In connection with the Annual Report on Form 10-K/A of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company”) for the period ended December 31, 2019 to be filed with the Securities and Exchange Commission on or about the date hereof (the “report”), I, Jeffrey W. Eckel, Chief Executive Officer and President of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
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.
It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934.
Date: March 27, 2020

 
By:
/s/ Jeffrey W. Eckel
 
 
Name: Jeffrey W. Eckel
 
 
Title: Chief Executive Officer and President

Exh. 32.1-1




EXHIBIT 32.2
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002, 10 U.S.C. SECTION 1350
In connection with the Annual Report on Form 10-K/A of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company”) for the period ended December 31, 2019 to be filed with the Securities and Exchange Commission on or about the date hereof (the “report”), I, Jeffrey A. Lipson, Chief Financial Officer and Executive Vice President of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
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.
It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934.
Date: March 27, 2020
 
 
By:
/s/ Jeffrey A. Lipson
 
Name:
Jeffrey A. Lipson
 
Title:
Chief Financial Officer and Executive Vice President
 
Exh. 32.2-1


HELIX FUND I, LLC  Consolidated Financial Statements  December 31, 2019 

 
HELIX FUND I, LLC  Index  Page  Consolidated Balance Sheet  2  Consolidated Statement of Operations  3  Consolidated Statement of Members’ Equity  4  Consolidated Statement of Cash Flows  5  Notes to Consolidated Financial Statements  6  1

 
Helix Fund I, LLC Consolidated Balance Sheet December 31, 2019 (unaudited)        Assets Current assets Cash$                       70,043 Accounts receivable                         55,146 Unbilled receivable                       165,507 Prepaid expenses                       160,174 Total current assets                       450,870 Property and equipment, net                  29,021,155 Total assets$                29,472,025            Liabilities and Members' Equity Current liabilities Accrued expenses$                       97,700 Deferred revenue 142,519 Total current liabilities                       240,219 Equity      Members' equity                  29,231,806 Total liabilities and members' equity$                29,472,025 See notes to Consolidated Financial Statements. 2

 
HELIX FUND I, LLC Consolidated Statement of Operations Year ended December 31, 2019 (unaudited) 2019 Revenue from power purchase agreements$             1,768,522 Revenue from production incentives                      3,708 Revenue from the sale of renewable energy certificates                  910,696 Other revenue                         382 Total  revenue               2,683,308 Operating expenses   Depreciation               1,303,262   Professional Fees                    85,004   Operations and maintenance fees                  252,939   Insurance                    96,682   Management fees                    40,156   Miscellaneous expenses                         993   Property and other taxes                    20,994 Total operating expenses               1,800,030 Operating income                  883,278 Net income$                883,278 See notes to Consolidated Financial Statements. 3

 
HELIX FUND I, LLC Consolidated Statement of Members' Equity Year ended December 31, 2019 (unaudited) 2019 Members' equity  Balance, December 31, 2018         28,704,502   Net income              883,278   Contributions from members           1,963,000   Distributions to members          (2,318,974)  Balance, December 31, 2019$       29,231,806 See notes to Consolidated Financial Statements. 4

 
HELIX FUND I, LLC Consolidated Statement of Cash Flows Year ended December 31, 2019 (unaudited) 2019 Cash flows from operating activities: Net income $                    883,278 Reconciliation of  net income to net cash provided by operating activities:  Depreciation                    1,303,262 Changes in operating assets and liabilities: Accounts receivable                          (8,225) Unbilled receivable                         49,329 Prepaid expenses                        (79,752) Accounts payable and accrued expenses                        (12,781) Deferred revenue                       142,519 Net cash provided by operating activities                    2,277,630 Cash flows used in investing activities: Purchases of property and equipment                   (1,963,000) Net cash used in investing activities                   (1,963,000) Cash flows from financing activities: Contributions from members                    1,963,000 Distributions to members                   (2,832,441) Net cash provided by (used in) financing activities                      (869,441) Net change in cash                      (554,811) Cash at beginning of period                       624,854 Cash at end of period $                      70,043 See notes to Consolidated Financial Statements. 5

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2019 (Unaudited) Note 1 - Organization and nature of operations Helix Fund I, LLC ("Helix Fund") was formed on December 2, 2016 as a Delaware limited liability company. On December 5, 2016, the Class A Member and HA Helix LLC ("Class B Member") entered into a Limited Liability Company Agreement (the "LLC Agreement") to own one hundred percent (100%) of the Class A Interests and one hundred percent (100%) of the Class B Interests, respectively. On December 5, 2016, the Company, together with Class A Member, Class B Member, SunPower Helix I, LLC ("Seller"), SunPower Capital Services, LLC, and SunPower Corporation, Systems ("Contractor"), entered into a Purchase and Contribution Agreement ("PCA"), to acquire from Seller one hundred percent (100%) of the equity interests of certain limited liability companies (each, a "ProjectCo" and collectively with the Helix Fund, the "Company") that own and operate one or more photovoltaic solar energy generating systems (each, a "System" and collectively, "Systems"). The purchase of the ProjectCos was funded through contributions from the Members. On March 10, 2017, the PCA was amended and restated for the Members' contributions to Helix Fund to fund the acquisition of Helix Project I, LLC, Northstar Macys Nevada, LLC, Northstar Macys East Coast 2016, LLC and Northstar Macys Illinois, LLC and inclusion of closing deliverables and conditions precedent with their respective ProjectCos. On December 20, 2017, the LLC Agreement was amended and restated to admit SunPower Capital Services, LLC ("Class C Member"). The Class C Member was admitted to conduct administrative activities for the Company. No contributions were required as part of the agreement. On April 26, 2018, the PCA was amended and restated for the Members' contributions to Helix Fund to fund the acquisition of Helix Project III, LLC and inclusion of closing deliverables and conditions precedent with Helix Project III, LLC (a "ProjectCo"). On February 15, 2019, the PCA was amended and restated for the Members' contributions to Helix Fund to fund the acquisition of Helix Project IV, LLC and inclusion of closing deliverables and conditions precedent with Helix Project IV, LLC (a "ProjectCo"). As of December 31, 2019, Helix Fund has purchased eight ProjectCos and 20 Systems (see Note 3). Note 2 - Summary of Significant Accounting Policies Basis of accounting The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Principles of consolidation The consolidated financial statements include the accounts of Helix Fund I, LLC and its wholly owned subsidiaries, Northstar Macys US West 2016, LLC; Northstar Macys Colorado, LLC; Northstar Macys Nevada, LLC; Northstar Macys East Coast 2016, LLC; Northstar Macys Illinois, LLC; Helix Project I, LLC; Helix Project III, LLC, and Helix Project IV, LLC. All intercompany transactions and balances have been eliminated in consolidation. 6

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2019 (Unaudited) Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates include, among others, the estimates for future cash flow, fair value, and estimated useful life and salvage value of the systems. Actual results could materially differ from those estimates. Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company assesses whether an allowance for doubtful accounts is needed for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers the aging profile of outstanding receivables, and existing industry and other economic data. There is no allowance for doubtful accounts as of December 31, 2019. Property and equipment Property and equipment are carried at the acquisition price paid by the Company, less accumulated depreciation. Depreciation is accounted for using the straight-line method over the lesser of the Purchase Power Agreement ("PPA") term or the System's useful life, whichever is shorter. The depreciable lives ranged from 16 to 20 years starting on the respective System's commercial operating date. The salvage value is the expected fair value of the System at the end of the depreciation period. The salvage value shall be estimated at twenty percent (20%) of the purchase price, which is the fair market value at acquisition. Repairs and maintenance costs are expensed as incurred. Gains or losses related to retirements or disposition of property and equipment are recognized in the period incurred. Impairment of long-lived assets The Company evaluates its long-lived assets, such as property and equipment with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors considered important that could result in an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of use of acquired assets, and significant negative industry or economic trends. The impairment evaluation includes a review of the initial model used for acquisition that includes estimated future undiscounted net cash flows expected to be generated by the assets over the useful lives to ensure the future undiscounted net cash flows is sufficient to recover the carrying value of the assets over the remaining estimated useful lives. An impairment loss in the amount by which the carrying value of the assets exceeds the fair value would be recorded if the cash flows are not greater than the carrying value. For the year ended December 31, 2019, the Company did not record any impairment charges because no impairment trigger events occurred. Income taxes The Company has elected to be taxed as a partnership. Accordingly, the taxable income or loss of the Company is reported in the tax returns of the Members and no provision for federal or state income taxes is reflected in the accompanying consolidated financial statements. Tax years since 2016 for federal and state income tax returns are open to examination from the Internal Revenue Service. 7

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2019 (Unaudited) Asset retirement obligations and asset removal agreement The Company's asset retirement obligations (ARO) relate to the Company's contractual obligations to retire the solar facilities under the terms of site lease agreements with the offtaker, or affiliates of the offtakers, of its PPAs. The land and roof leases require that, in addition to retirement of the solar facilities upon lease termination, the leased land or roof be restored to an agreed-upon condition. On December 5, 2016, the Company entered into a System Removal Agreement with the Contractor, an affiliate of the Class C Member, requiring the Contractor to remove and administer the sale of the Systems at the Contractor's expense (asset removal rights). This System Removal Agreement was entered in conjunction with an O&M agreement with the Contractor. The Company recorded the present value of the estimated obligations as they were incurred. Upon initial recognition of the Company's ARO, the carrying amount of the solar facilities was also increased. The asset retirement obligations are accreted to their future value at the expected time of retirement and the capitalized amount to solar facilities is depreciated over the estimated useful life. The Company periodically reviews the estimated ARO related to its contractual obligations to retire the solar facilities from the leased sites upon which the solar facilities were built. No adjustments to the ARO were made during the year ended December 31, 2019. The asset removal rights from the Contractor is computed in the same manner as the ARO and effectively offsets the impacts of the ARO on the related asset removal cost included in the carrying amount of the solar facilities, the related depreciation expense of that asset removal cost, and the ARO accretion expense. The Company has elected to present the ARO net of the equally offsetting asset removal rights from the Contractor in the balance sheet. The following table reflects the changes in the asset retirement obligation: December 31, 2019 Asset retirement obligation, beginning:$ 664,386 Liabilities incurred 25,726 Accretion expense 122,634 Asset retirement obligation, ending:$ 812,746 Revenue recognition Effective January 1, 2019, the Company adopted Accounting Standards Update No. 2014-09— Revenue from Contracts with Customers (Topic 606), as amended ("ASC 606"). In accordance with Accounting Standards Codification, or ASC, 606: Revenue from Contracts with Customers, we recognize revenue according to the following steps: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract and (5) recognition of revenue when, or as, we satisfy a performance obligation. Our revenue is composed of customer agreements (PPAs) and incentives revenues, which include Renewable Energy Credits ("RECs") and California Solar Initiative (“CSI”) program revenues. 8

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2019 (Unaudited) Following the adoption of ASC 606, the revenue recognition for our principal sales arrangements, including PPAs, RECs and CSI programs, remained materially consistent, as noted below. The Company recognizes revenues from the sale of electricity under PPAs with various entities upon the delivery of power at pre-determined rates specified in each contract. The Company determined the PPAs do not meet the definition of a lease or derivative and are accounted for as executory contracts. As such, revenue on executory contracts is recognized when the underlying physical transaction is completed, assuming the other revenue recognition criteria discussed above are met. See Note 5 for further analysis of the PPAs. The Company recognizes revenue from the sale of REC contracts. The Company has elected an accounting policy to treat REC revenue as a form of output from the Systems. The Company has also elected to treat pre-determined pricing in its contracts as fixed prices. The Company has determined its long-term REC contracts do not meet the criteria to be defined as a lease or classified as a derivative. The Company recognizes revenues from the sale of RECs upon delivery of RECs to the buyer, assuming the other revenue recognition criteria discussed above are met. During the year ended December 31, 2019, the Company received a lump sum buyout in the amount of $205,228 for the remaining 36 months, beginning February 1, 2019, of the 5-year CSI program term. The buyout was calculated based on historical power production for the first 24 months of the program. The buyout has been deferred and is being recognized ratably over the remaining 36-month term. During the year ended December 31, 2019, $62,709 of CSI buyout revenue was recognized and included in revenue from the sale of renewable energy certificates on the accompanying consolidated statements of operations. As of December 31, 2019, $142,519 of the CSI buyout was deferred and included in deferred revenue on the accompanying consolidated balance sheets. Sales tax The Company has elected not to report sales taxes in revenues. The sales taxes are reported as accrued expenses. Leases Rents payable under operating leases are charged to operations on a straight-line basis over the term of the relevant lease. The excess of straight-line rent expense over scheduled rent payments is recorded as deferred rent. For the year ended December 31, 2019 no deferred rent was recorded. Fair value of assets and liabilities The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amounts of cash, accounts receivable, unbilled receivable, prepaid expenses, and accrued liabilities approximate their respective fair values as of December 31, 2019. Recent accounting pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASC606), to replace the existing revenue recognition criteria for contracts with customers and to establish the disclosure requirements for revenue from contracts with customers. Subsequent to the initial ASU, 9

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2019 (Unaudited) the FASB issued various related corrective and clarifying ASUs for the new revenue recognition standard, all of which have been codified in ASC 606. The update, as amended, requires the recognition of revenue related to the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, as well as additional qualitative and quantitative disclosures about revenues. ASC 606 is effective for private companies for annual periods beginning after December 15, 2018, with early adoption permitted. The Company adopted ASC 606 on January 1, 2019, electing the modified retrospective transition method provided under the new standard. Under the modified retrospective transition method, only contracts with customers open as of the adoption date are evaluated, with any cumulative effect recognized as an adjustment to opening accumulated earnings. The Company has not experienced significant changes to the pattern of revenue recognition for its contracts, the identification of contracts and performance obligations or the measurement of variable consideration as under the Company’s former accounting policy. Accordingly, the adoption of ASC 606 did not have an impact on the accompanying consolidated financial statements. In January 2017, the Financial Accounting Standards Board ("FASB") issued an update to the standards to clarify the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is effective for the Company no later than the first quarter of fiscal 2019 and requires a prospective approach to adoption. The Company adopted the update on January 1, 2019. In February 2016, the FASB issued an update to the standards to require lessees to recognize a lease liability and a right-of-use asset for all leases (lease terms of more than 12 months) at the commencement date. The new guidance is effective for the Company no later than the first quarter of fiscal 2020 and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is evaluating the potential impact of this standard on its consolidated financial statements and disclosures. Note 3 - Asset acquisition On February 15, 2019 and April 25, 2019, Helix Fund acquired 100% of the membership interest of the below ProjectCo from the Seller. The transaction included the acquisition of certain project contract rights, including PPAs and site leases. Pursuant to the PCA, Helix Fund paid an aggregate purchase price of $1,963,000 which was capitalized as part of property and equipment, net in the accompanying consolidated balance sheet. Helix Project IV, LLC$ 1,963,000 Total asset acquisition$ 1,963,000 10

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2019 (Unaudited) Note 4 - Property and equipment, net Property and equipment, net consisted of the following as of December 31, 2019: Property and equipment, cost$ 32,510,851 Accumulated depreciation (3,489,696) Property and equipment, net$ 29,021,155 Note 5 - Purchase power agreements The ProjectCos have entered into PPAs with various third-party off-takers. The terms of the PPAs range from 16 to 20 years starting on the respective System's commercial operation date. Throughout the term of the PPAs, the off-taker agrees to purchase all of the energy delivered by the Systems at rates specified in the PPA. The PPAs with two of the off-takers permit the off-taker to purchase the System at fair market value on the specified anniversaries of the Commercial Operation Date as defined in the PPA terms. Upon expiration of the initial term, the PPAs permit the off-taker to extend the PPA at the fair market price for electricity generated by solar PV systems, purchase the System at fair market value, or require the ProjectCo to remove the System. Note 6 - Related party transactions Purchase and contribution agreement On February 15, 2019,the Company amended and restated the PCA for the Members' contributions to Helix Fund to fund the acquisition of Helix Project IV, LLC with SunPower Helix I, LLC, an affiliate of the Class C Member. See Note 1. Management services On December 5, 2016, Helix Fund entered into a Management Agreement with the Class C Member to provide asset management services to the Company. The Management Agreement was amended on April 26, 2018. The agreement will automatically renew for one-year terms unless written notice is provided. The services provided for each System and ProjectCo shall terminate upon expiration of the respective PPA or the date in which the ProjectCo is ceases to be a subsidiary of Helix Fund. During the year ended 2019, Helix Fund incurred $40,156 of management fees. Operations and maintenance services On December 5, 2016, Helix Fund entered into an Operations and Maintenance ("O&M") Agreement with the Contractor, an affiliate of the Class C Member, to provide operation and maintenance services to the ProjectCos. The Company pays an annual fee up to $20,000 per system, which is payable in quarterly installments. The fee shall increase by two and a half percent (2.5%) annually. The term for each System commences on the Substantial Completion Date, as defined in the applicable Engineering, Procurement and Construction Agreement, and last for ten years. During the 11

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2019 (Unaudited) year ended 2019, Helix Fund incurred $252,939 of operations and maintenance fees. As of December 31, 2019, $1,233 of operations and maintenance fees were payable. Note 7 - Members' equity Members' contributions As of December 31, 2019, contributions made by the Members are as follows: December 5, 2016$ 10,057,747 December 23, 2016 1,069,611 March 10, 2017 14,602,885 March 30, 2017 2,394,598 April 26, 2018 495,602 October 5, 2018 1,927,408 February 15, 2019 392,600 April 25, 2019 1,570,400 Total capital contributions$ 32,510,851 No further contributions are required from the Members unless all of the Members consent thereto in writing. In no circumstances shall the Class C Member be required or permitted to make any contributions. Profit and losses allocation Profit and losses are allocated using the provisions of the LLC Agreement. Accordingly, all items of Company income, gain, loss and deduction (or items thereof) shall be allocated among the Capital Accounts of the Class A and B Members as follows: (i) Profits and losses generated during the period of time commencing on the Effective Date and ending on December 31, 2024 ("Allocation Period 1") shall be allocated 99% to the Class A Member and 1% to the Class B Member; (ii) Profits and losses generated during the period of time commencing on the day immediately following the last day of Allocation Period 1 and ending on December 31, 2025 ("Allocation Period 2") shall be allocated 84.5% to the Class A Member and 15.5% to the Class B Member; provided that if the Placed In Service Date for a Project occurs during 2017, then the Members may agree to adjust profit and loss allocation percentages during Allocation Period 2, and (iii) Profits and losses generated during the period of time commencing on the day immediately following the last day of Allocation Period 2 ("Allocation Period 3") shall be allocated 5% to the Class A Member and 95% with respect to the Class B Member. Items of Company deduction or loss shall be adjusted upon certain tax events. 12

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2019 (Unaudited) Beginning in 2023, the Class A Member shall be allocated sufficient income (but in no event, shall such allocation exceed 99% of the Company income) to reduce any deficit in such Class A Member's capital account. The Class C Member was admitted to conduct administrative activities for the Company. No contributions were required as part of the agreement. As a result, there was no profit and loss allocation to the Class C Member. Distributions Pursuant to the terms of the LLC Agreement, distributions of net cash flow from operations for each prior calendar quarter shall be made to the Members as follows: (i) Net Cash Flow attributable to the period commencing on the Effective Date and through the end of the PPA term of the ProjectCo shall be distributed to the Members as follows: (A) 98% to the Class B Member and (B) 2% to the Class A Member. (ii) Net Cash Flow attributable to the period commencing on the day after the PPA term of the ProjectCo shall be distributed to the Members as follows: (A) 55% to the Class B Members and (B) 45% to the Class A Members. As of December 31, 2019, distributions to the Class A Member and Class B Member totaled $113,492 and $5,359,038, respectively. As of December 31, 2019, all distributions had been paid. The Class C Member was admitted to conduct administrative activities for the Company. No contributions were required as part of the agreement. As a result, there were no distributions to the Class C Member. Members' equity allocation At December 31, 2019, consolidated members' equity of $29,231,806 was allocated $14,785,483 to the Class A Member, $14,446,323 to the Class B Member, and $0 to the Class C Member. Note 8 - Concentration of credit risk The Company maintains cash with financial institutions. At times, these balances may exceed the federal insurance limits; however, the Company has not experienced any losses with respect to its bank balances in excess of government provided insurance. Management believes that no significant concentration of credit risk exists with respect to these balances for the year ended December 31, 2019. Note 9 - Concentration risks Approximately 47 percent of the Company's total revenue is derived from PPAs for Macy's Corporate Services, Inc., for the year ended December 31, 2019. 13

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2019 (Unaudited) Note 10 - Commitments and contingencies Site agreements The ProjectCos have entered into site agreements with the offtaker or affiliate of the offtaker of the property upon which the Systems are located. The site leases commence on the Effective Date of the site agreements and extend for 20 years or until the PPA expires. The base rent due to the landlord is de minimis. Environmental contingencies The Company reviews its obligations as they relate to compliance with environmental laws, including site restoration and remediation. During the year ended December 31, 2019, there were no known environmental contingencies that required the Company to recognize a liability. Legal proceedings In the normal course of business, the Company may be notified of possible claims or assessments. The Company will record a provision for these claims when it is both probable that a liability has been incurred and the amount of the loss, or a range of the potential loss, can be reasonably estimated. These provisions are reviewed regularly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information or events pertaining to a particular case. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. Note 11 - Subsequent events Events that occur after the balance sheet date but before the financial statements were available to be issued must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at the balance sheet date are recognized in the accompanying financial statements. Subsequent events which provide evidence about conditions that existed after the balance sheet date, require disclosure in the accompanying notes. Management evaluated the activity of the Company through March 27, 2020 (the date the financial statements were available to be issued) and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements. 14

 
Helix Fund I, LLC Consolidated Financial Statements December 31, 2018

 
Helix Fund I, LLC Index Page Consolidated Financial Statements Consolidated Balance Sheet 2 Consolidated Statement of Operations 3 Consolidated Statement of Members' Equity 4 Consolidated Statement of Cash Flows 5 Notes to Consolidated Financial Statements 6 1

 
Helix Fund I, LLC Consolidated Balance Sheet December 31, 2018 (unaudited) Assets 2018 Current Assets Cash $ 624,854 Accounts receivable 46,921 Unbilled receivable 214,836 Prepaid expenses 80,422 Total current assets 967,033 Property and equipment, net 28,361,417 Total assets $ 29,328,450 Liabilities and Members' Equity Current liabilities Accounts payable $ 25,000 Accrued expenses 598,948 Total current liabilities 623,948 Equity Members' equity 28,704,502 Total liabilities and members' equity $ 29,328,450 See Notes to Consolidated Financial Statements. 2

 
Helix Fund I, LLC Consolidated Statement of Operations Year Ended December 31, 2018 (unaudited) 2018 Revenue from power purchase agreements $ 1,515,183 Revenue from production incentives 70,866 Revenue from the sale of renewable energy certificates 816,108 Other revenue 42,195 Total revenue 2,444,352 Operating expenses Depreciation 1,179,759 Professional fees 211,300 Operations and maintenance fees 193,400 Insurance 92,599 Management fees 32,029 Miscellaneous expenses 4,934 Property and other taxes 850 Total operating expenses 1,714,871 Operating income 729,481 Other expenses Interest expense - Net income $ 729,481 See Notes to Consolidated Financial Statements. 3

 
Helix Fund I, LLC Consolidated Statement of Members' Equity Year Ended December 31, 2018 (unaudited) 2018 Members' equity Balance, December 31, 2017 $ 27,774,444 Net income 729,481 Contributions from members 2,423,010 Distributions to members (1,708,966) Distributions payable (513,467) Balance, December 31, 2018 $ 28,704,502 See Notes to Consolidated Financial Statements. 4

 
Helix Fund I, LLC Consolidated Statement of Cash Flows Year Ended December 31, 2018 (unaudited) 2018 Cash flows from operating activities Net income $ 729,481 Reconciliation of net income to net cash provided by operating activites: Depreciation 1,179,759 Changes in operating assets and liabilities: Accounts receivable (12,635) Unbilled receivable 329,434 Prepaid expenses (47,280) Accounts payable and accrued expenses 86,674 Net cash provided by operating activities 2,265,433 Cash flows used in investing activities: Purchases of property and equipment (2,423,010) Net cash used in investing activities (2,423,010) Cash flows from financing activities: Contributions from members 2,423,010 Distributions to members (1,708,966) Net cash provided by financing activities 714,044 Net change in cash 556,467 Cash at beginning of period 68,387 Cash at end of period $ 624,854 Supplemental information: Cash paid for interest $ - Supplemental noncash investing and financing transactions: Accrued distributions to members $ 513,467 See Notes to Consolidated Financial Statements. 5

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2018 (unaudited) Note 1 - Organization and nature of operations Helix Fund I, LLC (”Helix Fund”) was formed on December 2, 2016 as a Delaware limited liability company. On December 5, 2016, the Class A Member and HA Helix LLC (“Class B Member”) entered into a Limited Liability Company Agreement (the “LLC Agreement”) to own one hundred percent (100%) of the Class A Interests and one hundred percent (100%) of the Class B Interests, respectively. On December 5, 2016, the Company, together with Class A Member, Class B Member, SunPower Helix I, LLC (“Seller”), SunPower Capital Services, LLC, and SunPower Corporation, Systems (“Contractor”), entered into a Purchase and Contribution Agreement (“PCA”), to acquire from Seller one hundred percent (100%) of the equity interests of certain limited liability companies (each, a “ProjectCo” and collectively with the Helix Fund, the “Company”) that own and operate one or more photovoltaic solar energy generating systems (each, a “System” and collectively, “Systems”). The purchase of the ProjectCos was funded through contributions from the Members. On March 10, 2017, the PCA was amended and restated for the Members’ contributions to Helix Fund to fund the acquisition of Helix Project I, LLC, Northstar Macys Nevada, LLC, Northstar Macys East Coast 2016, LLC and Northstar Macys Illinois, LLC and inclusion of closing deliverables and conditions precedent with their respective ProjectCos. On December 20, 2017, the LLC Agreement was amended and restated to admit SunPower Capital Services, LLC (“Class C Member”). The Class C Member was admitted to conduct administrative activities for the Company. No contributions were required as part of the agreement. On April 26, 2018, the PCA was amended and restated for the Members’ contributions to Helix Fund to fund the acquisition of Helix Project III, LLC and inclusion of closing deliverables and conditions precedent with Helix Project III, LLC (a “ProjectCo”). As of December 31, 2018, Helix Fund has purchased seven ProjectCos and 19 Systems (see Note 3). Note 2 - Summary of Significant Accounting Policies Basis of accounting The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Principles of consolidation The consolidated financial statements include the accounts of Helix Fund I, LLC and its wholly owned subsidiaries, Northstar Macys US West 2016, LLC; Northstar Macys Colorado, LLC; Northstar Macys Nevada, LLC; Northstar Macys East Coast 2016, LLC; Northstar Macys Illinois, LLC; Helix Project I, LLC; and Helix Project III, LLC. All intercompany transactions and balances have been eliminated in consolidation. Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates include, among others, the estimates for future cash flow, fair value, and estimated useful life and salvage value of the systems. Actual results could materially differ from those estimates. 6

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2018 (unaudited) Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company assesses whether an allowance for doubtful accounts is needed for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers the aging profile of outstanding receivables, and existing industry and other economic data. There is no allowance for doubtful accounts as of December 31, 2018. Property and equipment Property and equipment are carried at the acquisition price paid by the Company, less accumulated depreciation. Depreciation is accounted for using the straight-line method over the lesser of the Purchase Power Agreement (“PPA”) term or the System’s useful life, whichever is shorter. The depreciable lives ranged from 16 to 20 years starting on the respective System’s commercial operating date. The salvage value is the expected fair value of the System at the end of the depreciation period. The salvage value shall be estimated at twenty percent (20%) of the purchase price, which is the fair market value at acquisition. Repairs and maintenance costs are expensed as incurred. Gains or losses related to retirements or disposition of property and equipment are recognized in the period incurred. Impairment of long-lived assets The Company evaluates its long-lived assets, such as property and equipment with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors considered important that could result in an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of use of acquired assets, and significant negative industry or economic trends. The impairment evaluation includes a review of the initial model used for acquisition that includes estimated future undiscounted net cash flows expected to be generated by the assets over the useful lives to ensure the future undiscounted net cash flows is sufficient to recover the carrying value of the assets over the remaining estimated useful lives. An impairment loss in the amount by which the carrying value of the assets exceeds the fair value would be recorded if the cash flows are not greater than the carrying value. For the year ended December 31, 2018, the Company did not record any impairment charges because no impairment trigger events occurred. Income taxes The Company has elected to be taxed as a partnership. Accordingly, the taxable income or loss of the Company is reported in the tax returns of the Members and no provision for federal or state income taxes is reflected in the accompanying consolidated financial statements. Tax years since 2016 for federal and state income tax returns are open to examination from the Internal Revenue Service. Asset retirement obligations and asset removal agreement The Company's asset retirement obligations (ARO) relate to the Company's contractual obligations to retire the solar facilities under the terms of site lease agreements with the offtaker, or affiliates of the offtakers, of its PPAs. The land and roof leases require that, in addition to retirement of the solar facilities upon lease termination, the leased land or roof be restored to an agreed-upon condition. 7

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2018 (unaudited) On December 5, 2016, the Company entered into a System Removal Agreement with the Contractor, an affiliate of the Class C Member, requiring the Contractor to remove and administer the sale of the Systems at the Contractor’s expense (asset removal rights). This System Removal Agreement was entered in conjunction with an O&M agreement with the Contractor. The Company recorded the present value of the estimated obligations as they were incurred. Upon initial recognition of the Company's ARO, the carrying amount of the solar facilities was also increased. The asset retirement obligations are accreted to their future value at the expected time of retirement and the capitalized amount to solar facilities is depreciated over the estimated useful life. The Company periodically reviews the estimated ARO related to its contractual obligations to retire the solar facilities from the leased sites upon which the solar facilities were built. No adjustments to the ARO were made during the year ended December 31, 2018. The asset removal rights from the Contractor is computed in the same manner as the ARO and effectively offsets the impacts of the ARO on the related asset removal cost included in the carrying amount of the solar facilities, the related depreciation expense of that asset removal cost, and the ARO accretion expense. The Company has elected to present the ARO net of the equally offsetting asset removal rights from the Contractor in the balance sheet. The following table reflects the changes in the asset retirement obligation: Asset retirement obligation, beginning: $ 506,148 Liabilities incurred 48,494 Accretion expense 109,744 Asset retirement obligation, ending: $ 664,386 Revenue recognition The Company recognizes revenues from the sale of electricity under PPAs with various entities upon the delivery of power at pre-determined rates specified in each contract. The Company determined the PPAs do not meet the definition of a lease or derivative and are accounted for as executory contracts. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed, and collectability is reasonably assured. As such, revenue on executory contracts is recognized when the underlying physical transaction is completed. See Note 5 for further analysis of the PPAs. The Company recognizes revenue from the sale of Renewable Energy Credits (“RECs”) under Renewable Energy Credits (“REC”) contracts. The Company has elected an accounting policy to treat REC revenue as a form of output from the Systems. The Company has also elected to treat pre-determined pricing in its contracts as fixed prices. The Company has determined its long-term REC contracts do not meet the criteria to be defined as a lease or classified as a derivative. The Company recognizes revenues generated under the REC contracts when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed, and collectability is reasonably assured. Therefore, revenue is recognized from the sale of RECs upon the transfer of RECs to the buyer. The Company recognizes revenue from the California Solar Initiative (“CSI”) program upon the delivery of electricity. The Company has elected an accounting policy to treat revenue from the CSI program contracts as a government incentive and not as a form of output from the Systems. The Company recognizes revenues generated under the CSI program contracts when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed, and collectability is reasonably assured. Therefore, the Company recognizes revenue upon the delivery of electricity. 8

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2018 (unaudited) Sales tax The Company has elected not to report sales taxes in revenues. The sales taxes are reported as accrued expenses. Leases Rents payable under operating leases are charged to operations on a straight-line basis over the term of the relevant lease. The excess of straight-line rent expense over scheduled rent payments is recorded as deferred rent. For the year ended December 31, 2018, no deferred rent was recorded. Fair value of assets and liabilities The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amounts of cash, accounts receivable, unbilled receivable, prepaid expenses, and accrued liabilities approximate their respective fair values as of December 31, 2018. Recent accounting pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued an update to the standards to clarify the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is effective for the Company no later than the first quarter of fiscal 2019 and requires a prospective approach to adoption. Early adoption is permitted. The Company is evaluating the potential impact of this standard on its consolidated financial statements and disclosures. In February 2016, the FASB issued an update to the standards to require lessees to recognize a lease liability and a right-of-use asset for all leases (lease terms of more than 12 months) at the commencement date. The new guidance is effective for the Company no later than the first quarter of fiscal 2020 and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is evaluating the potential impact of this standard on its consolidated financial statements and disclosures. In May 2014, the FASB issued a new revenue recognition standard based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In August 2015, the FASB deferred the effective date of this standard for all entities by one year. The new revenue recognition standard becomes effective for the Company in the first quarter of fiscal 2019, and is to be applied retrospectively using one of two prescribed methods. The Company is evaluating the application method and impact on its consolidated financial statements and disclosures. Note 3 - Asset acquisition On April 26, 2018 and October 5, 2018, Helix Fund acquired 100% of the membership interest of the below ProjectCos from the Seller. The transaction included the acquisition of certain project contract rights, including PPAs and site leases. Pursuant to the PCA, Helix Fund paid an aggregate purchase price of $2,423,010 which was capitalized as part of property and equipment, net in the accompanying consolidated balance sheet. 9

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2018 (unaudited) Helix Project III, LLC $ 2,423,010 Total asset acquisition $ 2,423,010 Note 4 - Property and equipment, net Property and equipment, net consisted of the following as of December 31, 2018: Property and equipment, cost $ 30,547,851 Accumulated depreciation (2,186,434) Property and equipment, net $ 28,361,417 Note 5 - Purchase power agreements The ProjectCos have entered into PPAs with various third-party off-takers. The terms of the PPAs range from 16 to 20 years starting on the respective System’s commercial operation date. Throughout the term of the PPAs, the off-taker agrees to purchase all of the energy delivered by the Systems at rates specified in the PPA. The PPAs with two of the off-takers permit the off-taker to purchase the System at fair market value on the specified anniversaries of the Commercial Operation Date as defined in the PPA terms. Upon expiration of the initial term, the PPAs permit the off-taker to extend the PPA at the fair market price for electricity generated by solar PV systems, purchase the System at fair market value, or require the ProjectCo to remove the System. Note 6 - Related party transactions Purchase and contribution agreement On April 26, 2018, the Company amended and restated the PCA for the Members’ contributions to Helix Fund to fund the acquisition of Helix Project III, LLC with SunPower Helix I, LLC, an affiliate of the Class C Member. See Note 1. Management services On December 5, 2016, Helix Fund entered into a Management Agreement with the Class C Member to provide asset management services to the Company. The Management Agreement was amended on April 26, 2018. The agreement will automatically renew for one-year terms unless written notice is provided. The services provided for each System and ProjectCo shall terminate upon expiration of the respective PPA or the date in which the ProjectCo is ceases to be a subsidiary of Helix Fund. During the year ended 2018, Helix Fund incurred and paid $32,029 of management fees. Operations and maintenance services On December 5, 2016, Helix Fund entered into an Operations and Maintenance (“O&M”) Agreement with the Contractor, an affiliate of the Class C Member, to provide operation and maintenance services to the ProjectCos. The Company pays an annual fee up to $20,000 per system, which is payable in quarterly installments. The fee shall increase by two and a half percent (2.5%) annually. The term for each System commences on the Substantial Completion Date, as defined in the applicable Engineering, Procurement and Construction Agreement, and last for ten years. During the year ended 2018, Helix Fund incurred $193,400 of operations and maintenance fees. 10

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2018 (unaudited) Note 7 - Members’ equity Members’ contributions As of December 31, 2018, contributions made by the Members are as follows: December 05, 2016 $ 10,057,747 December 23, 2016 1,069,611 March 10, 2017 14,602,885 March 30, 2017 2,394,598 April 26, 2018 495,602 October 05, 2018 1,927,408 Total capital contributions $ 30,547,851 No further contributions are required from the Members unless all of the Members consent thereto in writing. In no circumstances shall the Class C Member be required or permitted to make any contributions. Profit and losses allocation Profit and losses are allocated using the provisions of the LLC Agreement. Accordingly, all items of Company income, gain, loss and deduction (or items thereof) shall be allocated among the Capital Accounts of the Class A and B Members as follows: (i) Profits and losses generated during the period of time commencing on the Effective Date and ending on December 31, 2024 (“Allocation Period 1”) shall be allocated 99% to the Class A Member and 1% to the Class B Member; (ii) Profits and losses generated during the period of time commencing on the day immediately following the last day of Allocation Period 1 and ending on December 31, 2025 (“Allocation Period 2”) shall be allocated 84.5% to the Class A Member and 15.5% to the Class B Member; provided that if the Placed In Service Date for a Project occurs during 2017, then the Members may agree to adjust profit and loss allocation percentages during Allocation Period 2, and (iii) Profits and losses generated during the period of time commencing on the day immediately following the last day of Allocation Period 2 (“Allocation Period 3”) shall be allocated 5% to the Class A Member and 95% with respect to the Class B Member. Items of Company deduction or loss shall be adjusted upon certain tax events. Beginning in 2023, the Class A Member shall be allocated sufficient income (but in no event, shall such allocation exceed 99% of the Company income) to reduce any deficit in such Class A Member’s capital account. The Class C Member was admitted to conduct administrative activities for the Company. No contributions were required as part of the agreement. As a result, there was no profit and loss allocation to the Class C Member. 11

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2018 (unaudited) Distributions Pursuant to the terms of the LLC Agreement, distributions of net cash flow from operations for each prior calendar quarter shall be made to the Members as follows: (i) Net Cash Flow attributable to the period commencing on the Effective Date and through the end of the PPA term of the ProjectCo shall be distributed to the Members as follows: (A) 98% to the Class B Member and (B) 2% to the Class A Member. (ii) Net Cash Flow attributable to the period commencing on the day after the PPA term of the ProjectCo shall be distributed to the Members as follows: (A) 55% to the Class B Members and (B) 45% to the Class A Members. As of December 31, 2018, distributions to the Class A Member and Class B Member totaled $62,897 and $3,090,659, respectively. As of December 31, 2018, $10,095 and $503,372 of distributions were payable to the Class A Member and Class B Member, respectively. The Class C Member was admitted to conduct administrative activities for the Company. No contributions were required as part of the agreement. As a result, there were no distributions to the Class C Member. Members’ equity allocation At December 31, 2018, consolidated members’ equity of $28,704,502 was allocated $13,274,583 to the Class A Member, $15,429,919 to the Class B Member, and $0 to the Class C Member. Note 8 - Concentration of credit risk The Company maintains cash with financial institutions. At times, these balances may exceed the federal insurance limits; however, the Company has not experienced any losses with respect to its bank balances in excess of government provided insurance. Management believes that no significant concentration of credit risk exists with respect to these balances for the year ended December 31, 2018. Note 9 - Concentration risks Approximately 51% of the Company’s total revenue is derived from PPAs for Macy’s Corporate Services, Inc., for the year ended December 31, 2018. Note 10 - Commitments and contingencies Site agreements The ProjectCos have entered into site agreements with the offtaker or affiliate of the offtaker of the property upon which the Systems are located. The site leases commence on the Effective Date of the site agreements and extend for 20 years or until the PPA expires. The base rent due to the landlord is de minimis. Environmental contingencies The Company reviews its obligations as they relate to compliance with environmental laws, including site restoration and remediation. During the year ended December 31, 2018, there were no known environmental contingencies that required the Company to recognize a liability. 12

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2018 (unaudited) Legal proceedings In the normal course of business, the Company may be notified of possible claims or assessments. The Company will record a provision for these claims when it is both probable that a liability has been incurred and the amount of the loss, or a range of the potential loss, can be reasonably estimated. These provisions are reviewed regularly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information or events pertaining to a particular case. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. Note 11 - Subsequent events Events that occur after the balance sheet date but before the financial statements were available to be issued must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at the balance sheet date are recognized in the accompanying financial statements. Subsequent events which provide evidence about conditions that existed after the balance sheet date, require disclosure in the accompanying notes. Management evaluated the activity of the Company through March 26, 2019 (the date the financial statements were available to be issued) and concluded that except as noted below, no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements. On February 15, 2019, the PCA was amended and restated for the Members’ contributions to Helix Fund to fund the acquisition of Helix Project IV, LLC and inclusion of closing deliverables and conditions precedent with Helix Project IV, LLC. 13

 
Helix Fund I, LLC Consolidated Financial Statements and Independent Auditor's Report Fiscal Year Ended December 31, 2017

 
Helix Fund I, LLC Index Page Independent Auditor's Report 2 Consolidated Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Members' Equity 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7 1

 
Independent Auditor's Report To the Members and Management Helix Fund I, LLC We have audited the accompanying consolidated financial statements of Helix Fund I, LLC, which comprise the consolidated balance sheet as of December 31, 2017, and the related consolidated statements of operations, members' equity and cash flows for the fiscal year ended December 31, 2017, and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Helix Fund I, LLC as of December 31, 2017, and the results of their operations and their cash flows for the fiscal year ended December 31, 2017, in accordance with accounting principles generally accepted in the United States of America. Atlanta, Georgia March 21, 2018 2

 
Helix Fund I, LLC Consolidated Balance Sheets December 31, 2017 and January 1, 2017 Assets December 31, 2017 January 1, 2017 Current assets Cash $ 68,387 $ - Accounts receivable 34,286 1,103 Unbilled receivable 544,270 - Prepaid expenses 33,142 - Total current assets 680,085 1,103 Property and equipment, net 27,118,166 11,093,832 Total assets $ 27,798,251 $ 11,094,935 Liabilities and Members' Equity Current liabilities Accrued expenses $ 23,807 $ 14,841 Total current liabilities 23,807 14,841 Equity Members' equity 27,774,444 11,080,094 Total liabilities and members' equity $ 27,798,251 $ 11,094,935 See Notes to Consolidated Financial Statements. 3

 
Helix Fund I, LLC Consolidated Statements of Operations Fiscal Year Ended December 31, 2017 and Period from December 2, 2016 (Inception) Through January 1, 2017 December 31, 2017 January 1, 2017 Revenue from power purchase agreements $ 1,267,433 $ 1,103 Revenue from production incentives 66,412 - Revenue from the sale of renewable energy certificates 518,102 - Total revenue 1,851,947 1,103 Operating expenses Depreciation 973,149 33,526 Operations and maintenance fees 126,375 - Insurance 88,416 11,081 Management fees 25,080 986 Miscellaneous expenses 8,789 2,774 Total operating expenses 1,221,809 48,367 Operating income (loss) 630,138 (47,264) Other expenses Interest expense 2,148 - Net income (loss) $ 627,990 $ (47,264) See Notes to Consolidated Financial Statements. 4

 
Helix Fund I, LLC Consolidated Statements of Members' Equity Fiscal Year Ended December 31, 2017 and Period from December 2, 2016 (Inception) Through January 1, 2017 Members' equity Balance, December 2, 2016 (inception) $ - Net loss (47,264) Contributions from members 11,127,358 Balance, January 1, 2017 11,080,094 Net income 627,990 Contributions from members 16,997,483 Distributions to members (931,123) Balance, December 31, 2017 $ 27,774,444 See Notes to Consolidated Financial Statements. 5

 
Helix Fund I, LLC Consolidated Statements of Cash Flows Fiscal Year Ended December 31, 2017 and Period from December 2, 2016 (Inception) Through January 1, 2017 December 31, 2017 January 1, 2017 Cash flows from operating activities: Net income (loss) $ 627,990 $ (47,264) Reconciliation of net income (loss) to net cash provided by operating activities: Depreciation 973,149 33,526 Changes in operating assets and liabilities: Accounts receivable (33,183) (1,103) Unbilled receivable (544,270) - Prepaid expenses (33,142) - Accounts payable and accrued expenses 8,966 14,841 Net cash provided by operating activities 999,510 - Cash flows used in financing activities: Distributions to members (931,123) - Proceeds from notes payable 100,000 - Payment of notes payable (100,000) - Net cash used in financing activities (931,123) - Net change in cash 68,387 - Cash at beginning of period - - Cash at end of period $ 68,387 $ - Supplemental information: Cash paid for interest $ 2,148 $ - Supplemental noncash investing and financing transactions: Property and equipment purchased $ (16,997,483) $ (11,127,358) Member contributions 16,997,483 11,127,358 $ - $ - See Notes to Consolidated Financial Statements. 6

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2017 and January 1, 2017 Note 1 - Organization and nature of operations Helix Fund I, LLC (”Helix Fund”) was formed on December 2, 2016 as a Delaware limited liability company. On December 5, 2016, the Class A Member and HA Helix LLC (“Class B Member”) entered into a Limited Liability Company Agreement (the “LLC Agreement”) to own one hundred percent (100%) of the Class A Interests and one hundred percent (100%) of the Class B Interests, respectively. On December 5, 2016, the Company, together with Class A Member, Class B Member, SunPower Helix I, LLC (“Seller”), SunPower Capital Services, LLC, and SunPower Corporation, Systems (“Contractor”), entered into a Purchase and Contribution Agreement (“PCA”), to acquire from Seller one hundred percent (100%) of the equity interests of certain limited liability companies (each, a “ProjectCo” and collectively with the Helix Fund, the “Company”) that own and operate one or more photovoltaic solar energy generating systems (each, a “System” and collectively, “Systems”). The purchase of the ProjectCos was funded through contributions from the Members. On March 10, 2017, the PCA was amended and restated for the Members’ contributions to Helix Fund to fund the acquisition of Helix Project I, LLC, Northstar Macys Nevada, LLC, Northstar Macys East Coast 2016, LLC and Northstar Macys Illinois, LLC and inclusion of closing deliverables and conditions precedent with their respective ProjectCos. On December 20, 2017, the LLC Agreement was amended and restated to admit SunPower Capital Services, LLC (“Class C Member”). The Class C Member was admitted to conduct administrative activities for the Company. No contributions were required as part of the agreement. As of December 31, 2017, Helix Fund has purchased six ProjectCos and 18 Systems (see Note 3). Note 2 - Summary of Significant Accounting Policies Basis of accounting The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Principles of consolidation The consolidated financial statements include the accounts of Helix Fund I, LLC and its wholly owned subsidiaries, Northstar Macys US West 2016, LLC; Northstar Macys Colorado, LLC; Northstar Macys Nevada, LLC; Northstar Macys East Coast 2016, LLC; Northstar Macys Illinois, LLC; and Helix Project I, LLC. All intercompany transactions and balances have been eliminated in consolidation. Fiscal year The Company reports on a fiscal-year basis and ends its months on the Sunday closest to the end of the applicable calendar month end. Accordingly, every fifth or sixth year will be a 53-week fiscal year. Fiscal year 2016 consisted of 4 weeks, starting on December 2, 2016 and ending on January 1, 2017. Fiscal year 2017 consisted of 52 weeks, starting on January 2, 2017 and ending on December 31, 2017 for fiscal year 2017. 7

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2017 and January 1, 2017 Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates include, among others, the estimates for future cash flow, fair value, and estimated useful life and salvage value of the systems. Actual results could materially differ from those estimates. Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company assesses whether an allowance for doubtful accounts is needed for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers the aging profile of outstanding receivables, and existing industry and other economic data. There is no allowance for doubtful accounts as of December 31, 2017 and January 1, 2017. Property and equipment Property and equipment are carried at the acquisition price paid by the Company, less accumulated depreciation. Depreciation is accounted for using the straight-line method over the lesser of the Purchase Power Agreement (“PPA”) term or the System’s useful life, whichever is shorter. The depreciable lives ranged from 16 to 20 years starting on the respective System’s commercial operating date. The salvage value is the expected fair value of the System at the end of the depreciation period. The salvage value shall be estimated at twenty percent (20%) of the purchase price, which is the fair market value at acquisition. Repairs and maintenance costs are expensed as incurred. Gains or losses related to retirements or disposition of property and equipment are recognized in the period incurred. Impairment of long-lived assets The Company evaluates its long-lived assets, such as property and equipment with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors considered important that could result in an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of use of acquired assets, and significant negative industry or economic trends. The impairment evaluation includes a review of the initial model used for acquisition that includes estimated future undiscounted net cash flows expected to be generated by the assets over the useful lives to ensure the future undiscounted net cash flows is sufficient to recover the carrying value of the assets over the remaining estimated useful lives. An impairment loss in the amount by which the carrying value of the assets exceeds the fair value would be recorded if the cash flows are not greater than the carrying value. For the fiscal year ended December 31, 2017 and the period ended January 1, 2017, the Company did not record any impairment charges because no impairment trigger events occurred. Income taxes The Company has elected to be taxed as a partnership. Accordingly, the taxable income or loss of the Company is reported in the tax returns of the Members and no provision for federal or state income taxes is reflected in the accompanying consolidated financial statements. The 2016 federal and state income tax returns are open to examination from the Internal Revenue Service. Asset retirement obligations and asset removal agreement The Company's asset retirement obligations (ARO) relate to the Company's contractual obligations to retire the solar facilities under the terms of site lease agreements with the offtaker, or affiliates of the offtakers, of its PPAs. The land and roof leases require that, in addition to retirement of the solar facilities upon lease termination, the leased land or roof be restored to an agreed-upon condition. 8

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2017 and January 1, 2017 On December 5, 2016, the Company entered into a System Removal Agreement with the Contractor, an affiliate of the Class C Member, requiring the Contractor to remove and administer the sale of the Systems at the Contractor’s expense (asset removal rights). This System Removal Agreement was entered in conjunction with an O&M agreement with the Contractor. The Company recorded the present value of the estimated obligations as they were incurred. Upon initial recognition of the Company's ARO, the carrying amount of the solar facilities was also increased. The asset retirement obligations are accreted to their future value at the expected time of retirement and the capitalized amount to solar facilities is depreciated over the estimated useful life. The Company periodically reviews the estimated ARO related to its contractual obligations to retire the solar facilities from the leased sites upon which the solar facilities were built. No adjustments to the ARO were made during the fiscal year ended December 31, 2017 and the period ended January 1, 2017. The asset removal rights from the Contractor is computed in the same manner as the ARO and effectively offsets the impacts of the ARO on the related asset removal cost included in the carrying amount of the solar facilities, the related depreciation expense of that asset removal cost, and the ARO accretion expense. The Company has elected to present the ARO net of the equally offsetting asset removal rights from the Contractor in the balance sheet. The following table reflects the changes in the asset retirement obligation: December 31, 2017 January 1, 2017 Asset retirement obligation, beginning: $ 107,964 $ - Liabilities incurred 311,070 107,964 Accretion expense 87,114 - Asset retirement obligation, ending: $ 506,148 $ 107,964 Revenue recognition The Company recognizes revenues from the sale of electricity under PPAs with various entities upon the delivery of power at pre-determined rates specified in each contract. The Company determined the PPAs do not meet the definition of a lease or derivative and are accounted for as executory contracts. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed, and collectability is reasonably assured. As such, revenue on executory contracts is recognized when the underlying physical transaction is completed. See Note 5 for further analysis of the PPAs. The Company recognizes revenue from the sale of Renewable Energy Credits (“RECs”) under Renewable Energy Credits (“REC”) contracts. The Company has elected an accounting policy to treat REC revenue as a form of output from the Systems. The Company has also elected to treat pre-determined pricing in its contracts as fixed prices. The Company has determined its long-term REC contracts do not meet the criteria to be defined as a lease or classified as a derivative. The Company recognizes revenues generated under the REC contracts when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed, and collectability is reasonably assured. Therefore, revenue is recognized from the sale of RECs upon the transfer of RECs to the buyer. 9

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2017 and January 1, 2017 The Company recognizes revenue from the California Solar Initiative (“CSI”) program upon the delivery of electricity. The Company has elected an accounting policy to treat revenue from the CSI program contracts as a government incentive and not as a form of output from the Systems. The Company recognizes revenues generated under the CSI program contracts when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed, and collectability is reasonably assured. Therefore, the Company recognizes revenue upon the delivery of electricity. Sales tax The Company has elected not to report sales taxes in revenues. The sales taxes are reported as accrued expenses. Leases Rents payable under operating leases are charged to operations on a straight-line basis over the term of the relevant lease. The excess of straight-line rent expense over scheduled rent payments is recorded as deferred rent. For the fiscal year ended December 31, 2017 and the period ended January 1, 2017, no deferred rent was recorded. Fair value of assets and liabilities The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amounts of cash, accounts receivable, unbilled receivable, prepaid expenses, and accrued liabilities approximate their respective fair values as of December 31, 2017 and January 1, 2017. Recent accounting pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued an update to the standards to clarify the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is effective for the Company no later than the first quarter of fiscal 2019 and requires a prospective approach to adoption. Early adoption is permitted. The Company is evaluating the potential impact of this standard on its consolidated financial statements and disclosures. In February 2016, the FASB issued an update to the standards to require lessees to recognize a lease liability and a right-of-use asset for all leases (lease terms of more than 12 months) at the commencement date. The new guidance is effective for the Company no later than the first quarter of fiscal 2020 and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is evaluating the potential impact of this standard on its consolidated financial statements and disclosures. In May 2014, the FASB issued a new revenue recognition standard based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In August 2015, the FASB deferred the effective date of this standard for all entities by one year. The new revenue recognition standard becomes effective for the Company in the first quarter of fiscal 2019, and is to be applied retrospectively using one of two prescribed methods. The Company is evaluating the application method and impact on its consolidated financial statements and disclosures. Note 3 - Asset acquisition On March 10 and 30 of 2017, Helix Fund acquired 100% of the membership interest of the below ProjectCos from the Seller. The transaction included the acquisition of certain project contract rights, 10

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2017 and January 1, 2017 including PPAs and site leases. Pursuant to the PCA, Helix Fund paid an aggregate purchase price of $16,997,483 which was capitalized as part of property and equipment, net in the accompanying consolidated balance sheet. The transactions are accounted for as asset acquisitions. Northstar Macys East Coast 2016, LLC $ 5,965,900 Northstar Macys Nevada, LLC 2,985,315 Northstar Macys Illinois, LLC 5,053,020 Helix Project I, LLC 2,993,248 Total asset acquisition $ 16,997,483 On December 5 and 23, 2016, Helix Fund acquired 100% of the membership interest of the below ProjectCos from the Seller. The transaction included the acquisition of certain project contract rights, including PPAs and site leases. Pursuant to the PCA, Helix Fund paid an aggregate purchase price of $11,127,358 which was capitalized as part of property and equipment, net in the accompanying consolidated balance sheet. The transactions are accounted for as asset acquisitions. Northstar Macys US West, 2016, LLC $ 10,057,747 Northstar Macys Colorado, LLC 1,069,611 Total asset acquisition $ 11,127,358 The Company made capital calls of its Members to purchase the assets. For the convenience of the parties involved, the Members were instructed to make their respective contributions directly to the seller. These contributions are noncash as Helix Fund never received or disbursed cash as part of the transaction. Note 4 - Property and equipment, net Property and equipment, net consisted of the following as of December 31, 2017 and January 1, 2017: December 31, 2017 January 1, 2017 Property and equipment, cost $ 28,124,841 $ 11,127,358 Accumulated depreciation (1,006,675) (33,526) Property and equipment, net $ 27,118,166 $ 11,093,832 Note 5 - Purchase power agreements The ProjectCos have entered into PPAs with various third-party off-takers. The terms of the PPAs range from 16 to 20 years starting on the respective System’s commercial operation date. Throughout the term of the PPAs, the off-taker agrees to purchase all of the energy delivered by the Systems at rates specified in the PPA. 11

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2017 and January 1, 2017 The PPAs with one of the off-takers permits the off-taker to purchase the System at fair market value on the fifteenth anniversary of the Commercial Operation Date. Upon expiration of the initial term, the PPAs permit the off-taker to extend the PPA at the fair market price for electricity generated by solar PV systems, purchase the System at fair market value, or require the ProjectCo to remove the System. Note 6 - Related party transactions Management services On December 5, 2016, Helix Fund entered into a Management Agreement with the Class C Member to provide asset management services to the Company. The Company pays an annual management fee of approximately $25,000, which is payable in quarterly installments. The fee shall increase by two and a half percent (2.5%) annually. The agreement will automatically renew for one-year terms unless written notice is provided. The services provided for each System and ProjectCo shall terminate upon expiration of the respective PPA or the date in which the ProjectCo is ceases to be a subsidiary of Helix Fund. During the fiscal year ended 2017, Helix Fund incurred and paid $25,080 of management fees. During the period ended January 1, 2017, Helix Fund incurred and paid $986 of management fees. Operations and maintenance services On December 5, 2016, Helix Fund entered into an Operations and Maintenance (“O&M”) Agreement with the Contractor, an affiliate of the Class C Member, to provide operation and maintenance services to the ProjectCos. The Company pays an annual fee up to $20,000 per system, which is payable in quarterly installments. The fee shall increase by two and a half percent (2.5%) annually. The term for each System commences on the Substantial Completion Date, as defined in the applicable Engineering, Procurement and Construction Agreement, and last for ten years. During the fiscal year ended 2017, Helix Fund incurred and paid $126,375 of operations and maintenance fees. Helix Fund did not incur any operations and maintenance fees for the period ended January 1, 2017. Note payable On March 10, 2017, Helix Fund entered into a promissory note bearing annual interest at 7% of $100,000 with the Class B Member. The full balance was paid off on June 30, 2017. Note 7 - Members’ equity Members’ contributions As of December 31, 2017, contributions made by the Members are as follows: December 5, 2016 $ 10,057,747 December 23, 2016 1,069,611 March 10, 2017 14,602,885 March 30, 2017 2,394,598 Total capital contributions $ 28,124,841 No further contributions are required from the Members unless all of the Members consent thereto in writing. In no circumstances shall the Class C Member be required or permitted to make any contributions. 12

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2017 and January 1, 2017 Profit and losses allocation Profit and losses are allocated using the provisions of the LLC Agreement. Accordingly, all items of Company income, gain, loss and deduction (or items thereof) shall be allocated among the Capital Accounts of the Class A and B Members as follows: (i) Profits and losses generated during the period of time commencing on the Effective Date and ending on December 31, 2024 (“Allocation Period 1”) shall be allocated 99% to the Class A Member and 1% to the Class B Member; (ii) Profits and losses generated during the period of time commencing on the day immediately following the last day of Allocation Period 1 and ending on December 31, 2025 (“Allocation Period 2”) shall be allocated 84.5% to the Class A Member and 15.5% to the Class B Member; provided that if the Placed In Service Date for a Project occurs during 2017, then the Members may agree to adjust profit and loss allocation percentages during Allocation Period 2, and (iii) Profits and losses generated during the period of time commencing on the day immediately following the last day of Allocation Period 2 (“Allocation Period 3”) shall be allocated 5% to the Class A Member and 95% with respect to the Class B Member. Items of Company deduction or loss shall be adjusted upon certain tax events. Beginning in 2023, the Class A Member shall be allocated sufficient income (but in no event, shall such allocation exceed 99% of the Company income) to reduce any deficit in such Class A Member’s capital account. The Class C Member was admitted to conduct administrative activities for the Company. No contributions were required as part of the agreement. As a result, there was no profit and loss allocation to the Class C Member. Distributions Pursuant to the terms of the LLC Agreement, distributions of net cash flow from operations for each prior calendar quarter shall be made to the Members as follows: (i) Net Cash Flow attributable to the period commencing on the Effective Date and through the end of the PPA term of the ProjectCo shall be distributed to the Members as follows: (A) 98% to the Class B Member and (B) 2% to the Class A Member. (ii) Net Cash Flow attributable to the period commencing on the day after the PPA term of the ProjectCo shall be distributed to the Members as follows: (A) 55% to the Class B Members and (B) 45% to the Class A Members. As of December 31, 2017, distributions to the Class A Member and Class B Member totaled $18,622 and for $912,501, respectively. There were no distributions for the period ended January 1, 2017. The Class C Member was admitted to conduct administrative activities for the Company. No contributions were required as part of the agreement. As a result, there were no distributions to the Class C Member. 13

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2017 and January 1, 2017 Members’ equity allocation At December 31, 2017, consolidated members’ equity of $27,774,444 was allocated $11,748,620 to the Class A Member, $16,025,824 to the Class B Member, and $0 to the Class C Member. At January 1, 2017, consolidated members’ equity of $11,080,094 was allocated $4,376,425 to the Class A Member and $6,703,669 to the Class B Member. Note 8 - Concentration of credit risk The Company maintains cash with financial institutions. At times, these balances may exceed the federal insurance limits; however, the Company has not experienced any losses with respect to its bank balances in excess of government provided insurance. Management believes that no significant concentration of credit risk exists with respect to these balances for the fiscal year ended December 31, 2017 and the period ended January 1, 2017. Note 9 - Concentration risks Approximately 58% and 10% of the Company’s total revenue is derived from PPAs for Macy’s Corporate Services, Inc. and Arvin Union School District, respectively, for the fiscal year ended December 31, 2017. All revenue was derived from PPAs for Macy’s Corporate Services, Inc. for the period ended January 1, 2017. Note 10 - Commitments and contingencies Site agreements The ProjectCos have entered into site agreements with the offtaker or affiliate of the offtaker of the property upon which the Systems are located. The site leases commence on the Effective Date of the site agreements and extend for 20 years or until the PPA expires. The base rent due to the landlord is de minimis. Environmental contingencies The Company reviews its obligations as they relate to compliance with environmental laws, including site restoration and remediation. During the fiscal year ended December 31, 2017 and the period ended January 1, 2017, there were no known environmental contingencies that required the Company to recognize a liability. Legal proceedings In the normal course of business, the Company may be notified of possible claims or assessments. The Company will record a provision for these claims when it is both probable that a liability has been incurred and the amount of the loss, or a range of the potential loss, can be reasonably estimated. These provisions are reviewed regularly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information or events pertaining to a particular case. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. 14

 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2017 and January 1, 2017 Note 11 - Subsequent events Events that occur after the balance sheet date but before the financial statements were available to be issued must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at the balance sheet date are recognized in the accompanying financial statements. Subsequent events which provide evidence about conditions that existed after the balance sheet date, require disclosure in the accompanying notes. Management evaluated the activity of the Company through March 21, 2018 (the date the financial statements were available to be issued) and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements. 15

 

 
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