NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 2021
1.The Company
Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company”) focuses on making investments in climate solutions by providing capital to the leading companies in the energy efficiency, renewable energy and other sustainable infrastructure markets. Our goal is to generate attractive returns from a diversified portfolio of projects with long-term and predictable cash flows from proven technologies that reduce carbon emissions or increase resilience to climate change.
The Company and its subsidiaries are hereafter referred to as “we,” “us,” or “our.” Our investments take various forms, including equity, joint ventures, real estate ownership, or lending or other financing transactions and typically benefit from contractually committed high credit quality obligors. We also generate on-going fees through off-balance sheet securitization transactions, advisory services and asset management. We refer to the income producing assets that we hold on our balance sheet as our “Portfolio.” Our Portfolio may include:
•Equity investments in either preferred or common structures in unconsolidated entities;
•Government and commercial receivables, such as loans for renewable energy and energy efficiency projects;
•Real estate, such as land or other assets leased for use by sustainable infrastructure projects typically under long-term leases; and
•Investments in debt securities of renewable energy or energy efficiency projects.
We finance our business through cash on hand, borrowings under credit facilities and debt transactions, asset-backed securitization transactions and equity issuances. We also generate fee income through securitizations and syndications, by providing broker/dealer services and by managing and servicing assets owned by third parties. Some of our subsidiaries are special purpose entities that are formed for specific operations associated with investing in sustainable infrastructure receivables for specific long-term contracts.
Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “HASI.” We have qualified as a real estate investment trust (“REIT”) and also intend to continue to operate our business in a manner that will maintain our exemption from registration as an investment company under the 1940 Act, as amended. We operate our business through, and serve as the sole general partner of, our operating partnership subsidiary, Hannon Armstrong Sustainable Infrastructure, L.P., (the “Operating Partnership”), which was formed to acquire and directly or indirectly own our assets.
2.Summary of Significant Accounting Policies
Basis of Presentation
The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and such differences could be material. These financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2020, as filed with the SEC. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations and cash flows have been included. Our results of operations for the three-month periods ended March 31, 2021 and 2020, are not necessarily indicative of the results to be expected for the full year or any other future period. Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. Certain amounts in the prior years have been reclassified to conform to the current year presentation.
The consolidated financial statements include our accounts and controlled subsidiaries, including the Operating Partnership. All material intercompany transactions and balances have been eliminated in consolidation.
Following the guidance for non-controlling interests in Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 810, Consolidation ("ASC 810"), references in this report to our earnings per share and our net income and stockholders’ equity attributable to common stockholders do not include amounts attributable to non-controlling interests.
Consolidation
We account for our investments in entities that are considered voting interest entities or variable interest entities (“VIEs”) under ASC 810 and assess whether we should consolidate these entities on an ongoing basis. We have established various special purpose entities or securitization trusts for the purpose of securitizing certain assets which are not consolidated in our financial statements as described below in Securitization of Financial Assets.
Since we have assessed that we have power over and receive the benefits from those special purpose entities that are formed for the purpose of holding our government and commercial receivables and investments on our balance sheet, we have concluded we are the primary beneficiary and should consolidate these entities under the provisions of ASC 810. We also have certain subsidiaries we deem to be voting interest entities that we control through our ownership of voting interests and accordingly consolidate.
Certain of our equity method investments were determined to be interests in VIEs in which we are not the primary beneficiary, as we do not direct the significant activities of these entities, and thus we account for those investments as Equity Method Investments as discussed below. Our maximum exposure to loss through these investments is limited to their recorded values. However, we may provide financial commitments to these VIEs or guarantees of certain of their obligations. Certain other equity method investments have been assessed to be voting interest entities as we exert significant influence through our ownership of voting interests, and accordingly we do not consolidate.
Equity Method Investments
We have made equity investments in various renewable energy and energy efficiency projects. These investments are typically owned in holding companies (using limited liability companies ("LLCs") taxed as partnerships) where we partner with either the operator of the project or other institutional investors. We share in the cash flows, income, and tax attributes according to a negotiated schedule (which typically does not correspond with our ownership percentages). Investors, if any, in a preferred return position typically receive a priority distribution of all or a portion of the project's cash flows, and in some cases, tax attributes. Once the preferred return, if applicable, is achieved, the partnership “flips” and the operator of the project along with any other common equity investors receive a larger portion of the cash flows, with the previously preferred investors retaining an on-going residual interest.
Our equity investments in renewable energy or energy efficiency projects are accounted for under the equity method of accounting. Under the equity method of accounting, the carrying value of these equity method investments is determined based on amounts we invested, adjusted for the equity in earnings or losses of the investee allocated based on the LLC agreement, less distributions received. For the LLC agreements which contain preferences with regard to cash flows from operations, capital events and liquidation, we reflect our share of profits and losses by determining the difference between our claim on the investee’s book value at the beginning and the end of the period, which is adjusted for distributions received and contributions made. This claim is calculated as the amount we would receive if the investee were to liquidate all of its assets at the recorded amounts determined in accordance with GAAP and distribute the resulting cash to creditors and investors in accordance with their respective priorities. This method is referred to as the hypothetical liquidation at book value method (“HLBV”).
Any difference between the amount of our investment and the amount of underlying equity in net assets is generally amortized over the life of the assets and liabilities to which the difference relates. Cash distributions received from each equity method investment are classified as operating activities to the extent of cumulative earnings for each investment in our consolidated statements of cash flows. Our initial investment and additional cash distributions beyond that which are classified as operating activities are classified as investing activities in our consolidated statements of cash flows. We typically recognize earnings one quarter in arrears for certain of these investments to allow for the receipt of financial information.
We evaluate on a quarterly basis whether our investments accounted for using the equity method have an other than temporary impairment (“OTTI”). An OTTI occurs when the estimated fair value of an investment is below the carrying value and the difference is determined to not be recoverable. This evaluation requires significant judgment regarding, but not limited to, the severity and duration of the impairment; the ability and intent to hold the securities until recovery; financial condition, liquidity, and near-term prospects of the issuer; specific events; and other factors.
Government and Commercial Receivables
Government and commercial receivables (“receivables”) include project loans and receivables. These receivables are separately presented in our balance sheet to illustrate the differing nature of the credit risk related to these assets. Unless otherwise noted, we generally have the ability and intent to hold our receivables for the foreseeable future and thus they are classified as held for investment. Our ability and intent to hold certain receivables may change from time to time depending on a number of factors including economic, liquidity and capital market conditions. At inception of the arrangement, the carrying value of receivables held for investment represents the present value of the note, lease or other payments, net of any unearned fee income, which is recognized as income over the term of the note or lease using the effective interest method. Receivables that are held for investment are carried at amortized cost, net of any unamortized acquisition premiums or discounts and include
origination and acquisition costs, as applicable. Our initial investment and principal repayments of these receivables are classified as investing activities and the interest collected is classified as operating activities in our consolidated statements of cash flows. Receivables that we intend to sell in the short-term are classified as held-for-sale and are carried at the lower of amortized cost or fair value on our balance sheet, which is assessed on an individual asset basis. The purchases and proceeds from receivables that we intend to sell at origination are classified as operating activities in our consolidated statements of cash flows. Interest collected is classified as an operating activity in our consolidated statements of cash flows. Certain of our receivables may include the ability to defer required interest payments in exchange for increasing the receivable balance at the borrower's option. We generally accrue this paid-in-kind ("PIK") interest when collection is expected, and cease accruing PIK interest if there is insufficient value to support the accrual or we expect that any portion of the principal or interest due is not collectible.
We evaluate our receivables for an allowance as determined under ASC Topic 326 Financial Instruments- Credit Losses ("Topic 326") and for our internally derived asset performance categories included in Note 6 to our financial statements in this Form 10-Q on at least a quarterly basis and more frequently when economic or other conditions warrant such an evaluation. When a receivable becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service all of its debt or other obligations, we will generally consider the receivable delinquent or impaired and place the receivable on non-accrual status and cease recognizing income from that receivable until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a receivable’s status significantly improves regarding the debtor’s ability to service the debt or other obligations, we will remove it from non-accrual status.
We determine our allowance based on the current expectation of credit losses over the contractual life of our receivables as required by Topic 326. We use a variety of methods in developing our allowance including discounted cash flow analysis and probability-of-default/loss given default ("PD/LGD") methods. In developing our estimates, we consider our historical experience with our and similar assets in addition to our view of both current conditions and what we expect to occur within a period of time for which we can develop reasonable and supportable forecasts, typically two years. For periods following the reasonable and supportable forecast period, we revert to historical information when developing assumptions used in our estimates. In developing our forecasts, we consider a number of qualitative and quantitative factors in our assessment, including a project’s operating results, loan-to-value ratio, any cash reserves, the ability of expected cash from operations to cover the cash flow requirements currently and into the future, key terms of the transaction, the ability of the borrower to refinance the transaction, other credit support from the sponsor or guarantor and the project’s collateral value. In addition, we consider the overall economic environment, the sustainable infrastructure sector, the effect of local, industry, and broader economic factors such as unemployment rates and power prices, the impact of any variation in weather and the historical and anticipated trends in interest rates, defaults and loss severities for similar transactions. For those assets where we record our allowance using a discounted cash flow method, we have elected to record the change in allowance due solely to the passage of time through the provision for loss on receivables in our income statement. For assets where the obligor is a publicly rated entity, we consider the published historical performance of entities with similar ratings in developing our estimate of an allowance, making adjustments determined by management to be appropriate during the reasonable and supportable forecast period. We have made certain loan commitments that are within the scope of Topic 326. When estimating an allowance for these loan commitments we consider the probability of certain amounts to be funded and apply either a discounted cash flow or PD/LGD methodology as described above. We charge off receivables against the allowance, if any, when we determine the unpaid principal balance is uncollectible, net of recovered amounts. Any provision we record for an allowance is a non-cash reconciling item to cash from operating activities in our consolidated statements of cash flows.
Real Estate
Real estate consists of land or other real property and its related lease intangibles, net of any amortization. Our real estate is generally leased to tenants on a triple net lease basis, whereby the tenant is responsible for all operating expenses relating to the property, generally including property taxes, insurance, maintenance, repairs and capital expenditures. Certain real estate transactions may be characterized as "failed sale-leaseback" transactions as defined under ASC Topic 842, Leases, and thus are accounted for similarly to our Commercial Receivables as described above in Government and Commercial Receivables.
For our other real estate lease transactions that are classified as operating leases, the scheduled rental revenue typically varies during the lease term and thus rental income is recognized on a straight-line basis, unless there is considerable risk as to collectability, so as to produce a constant periodic rent over the term of the lease. Accrued rental income is the aggregate difference between the scheduled rents which vary during the lease term and the income recognized on a straight-line basis and is recorded in other assets. Expenses, if any, related to the ongoing operation of leases where we are the lessor, are charged to operations as incurred. Our initial investment is classified as investing activities and income collected for rental income is classified as operating activities in our consolidated statements of cash flows.
When our real estate transactions are treated as an asset acquisition with an operating lease, we typically record our real estate purchases at cost, including acquisition and closing costs, which is allocated to each tangible and intangible asset acquired on a relative fair value basis.
The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land, building and tenant improvements, if any, based on the determination of the fair values of these assets. The as-if-vacant fair value of a property is typically determined by management based on appraisals by a qualified appraiser. In determining the fair value of the identified intangibles of an acquired property, above-market and below-market in-place lease values are valued based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases, and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease, including renewal periods reasonably certain of being exercised by the lessee.
The capitalized off-market lease values are amortized as an adjustment of rental income over the term used to value the intangible. We also record, as appropriate, an intangible asset for in-place leases. The value of the leases in place at the time of the transaction is equal to the potential income lost if the leases were not in place. The amortization of this intangible occurs over the initial term unless management believes that it is reasonably certain that the tenant would exercise the renewal option, in which case the amortization would extend through the renewal period. If a lease were to be terminated, all unamortized amounts relating to that lease would be written off.
Investments
Investments are debt securities that meet the criteria of ASC 320, Investments-Debt and Equity Securities. We have designated our debt securities as available-for-sale and carry these securities at fair value on our balance sheet. Unrealized gains and losses, to the extent not considered to be credit related, on available-for-sale debt securities are recorded as a component of accumulated other comprehensive income (“AOCI”) in equity on our balance sheet. When a security is sold, we reclassify the AOCI to earnings based on specific identification. Our initial investment and principal repayments of these investments are classified as investing activities and the interest collected is classified as operating activities in our consolidated statements of cash flows.
We evaluate our investments for impairment on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Our impairment assessment is a subjective process requiring the use of judgments and assumptions. Accordingly, we regularly evaluate the extent and impact of any credit deterioration associated with the financial and operating performance and value of the underlying project. We consider several qualitative and quantitative factors in our assessment. The primary factor in our assessment is the current fair value of the security, while other factors include changes in the credit rating, performance of the underlying project, key terms of the transaction, the value of any collateral and any support provided by the sponsor or guarantor.
To the extent that we have identified an impairment for a security, intend to hold the investment to maturity, and do not expect that we will be required to sell the security prior to recovery of the amortized cost basis, we will recognize only the credit component of the unrealized loss in earnings by recording an allowance against the amortized cost of the asset as required by Topic 326. We determine the credit component using the difference between the security’s amortized cost basis and the present value of its expected future cash flows, discounted using the effective interest method or its estimated collateral value. Any remaining unrealized loss due to factors other than credit is recorded in AOCI.
To the extent we hold investments with a fair value less than the amortized cost and we have made the decision to sell the security or it is more likely than not that we will be required to sell the security prior to recovery of its amortized cost basis, we recognize the entire portion of the impairment in earnings.
Premiums or discounts on investment securities are amortized or accreted into interest income using the effective interest method.
Securitization of Financial Assets
We have established various special purpose entities or securitization trusts for the purpose of securitizing certain financial assets. We determined that the trusts used in securitizations are VIEs, as defined in ASC 810. When we conclude that we are not the primary beneficiary of certain trusts because we do not have power over those trusts' significant activities, we do not consolidate the trust. We typically serve as primary or master servicer of these trusts; however, as the servicer, we do not have the power to make significant decisions impacting the performance of the trusts.
We account for transfers of financial assets to these securitization trusts as sales pursuant to ASC 860, Transfers and Servicing ("ASC 860"), when we have concluded the transferred assets have been isolated from the transferor (i.e., put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership) and we have surrendered control over the transferred assets. When we are unable to conclude that we have been sufficiently isolated from the securitized financial assets, we treat such trusts as secured borrowings, retaining the assets on our balance sheet and recording the amounts due to the trust investor as non-recourse debt.
For transfers treated as sales under ASC 860, we have received true-sale-at-law and non-consolidation legal opinions for all of our securitization trust structures to support our conclusion regarding the transferred financial assets. When we sell financial assets in securitizations, we generally retain interests in the form of servicing rights and residual assets, which we refer to as securitization assets.
Gain or loss on the sale of financial assets is calculated based on the excess of the proceeds received from the securitization (less any transaction costs) plus any retained interests obtained over the cost basis of the assets sold. For retained interests, we generally estimate fair value based on the present value of future expected cash flows using our best estimates of the key assumptions of anticipated losses, prepayment rates, and current market discount rates commensurate with the risks involved. Cash flows related to our securitizations at origination are classified as operating activities in our consolidated statements of cash flows.
We initially account for all separately recognized servicing assets and servicing liabilities at fair value and subsequently measure such servicing assets and liabilities using the amortization method. Servicing assets and liabilities are amortized in proportion to, and over the period of, estimated net servicing income with servicing income recognized as earned. We assess servicing assets for impairment at each reporting date. If the amortized cost of servicing assets is greater than the estimated fair value, we will recognize an impairment in net income.
Our other retained interest in securitized assets, the residual assets, are accounted for similarly to available-for-sale debt securities and carried at fair value. Our residual assets are evaluated for impairment on a quarterly basis. Income related to the residual assets is recognized using the effective interest rate method and included in fee income in the income statement. If there is a change in the expected cash flows related to the residual assets, we will assess whether the asset is impaired and will calculate a new yield based on the current amortized cost of the residual assets and the revised expected cash flows. This yield is used prospectively to recognize our income related to these assets.
Cash and Cash Equivalents
Cash and cash equivalents include short-term government securities, certificates of deposit and money market funds, all of which had an original maturity of three months or less at the date of purchase. These securities are carried at their purchase price, which approximates fair value.
Restricted Cash
Restricted cash includes cash and cash equivalents set aside with certain lenders primarily to support obligations outstanding as of the balance sheet dates. Restricted cash is reported as part of other assets in the consolidated balance sheets. Refer to Note 3 to our financial statements in this Form 10-Q for disclosure of the balances of restricted cash included in other assets.
Convertible Notes
We have issued convertible senior notes that are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging ("ASC 815"). Under ASC 815, issuers of certain convertible debt instruments are generally required to separately account for the conversion option of the convertible debt instrument as either a derivative or equity, unless it meets the scope exemption for contracts indexed to, and settled in, an issuer’s own equity. Since this conversion option is both indexed to our equity and can only be settled in our common stock, we have met the scope exemption, and therefore, we are not separately accounting for the embedded conversion option. The initial issuance and any principal repayments are classified as financing activities and interest payments are classified as operating activities in our consolidated statements of cash flows.
Income Taxes
We elected and qualified to be taxed as a REIT for U.S. federal income tax purposes, commencing with our taxable year ended December 31, 2013. We also have taxable REIT subsidiaries ("TRS") which are taxed separately, and which will generally be subject to U.S. federal, state, and local income taxes as well as taxes of foreign jurisdictions, if any. To qualify as a REIT, we must meet on an ongoing basis several organizational and operational requirements, including a requirement that we currently distribute at least 90% of our REIT's net taxable income before dividends paid, excluding capital gains, to our stockholders. As a REIT, we are not subject to U.S. federal corporate income tax on that portion of net income that is currently distributed to our owners.
We account for income taxes under ASC 740, Income Taxes ("ASC 740") for our TRS using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. We evaluate any deferred tax assets for valuation allowances
based on an assessment of available evidence including sources of taxable income, prior years taxable income, any existing taxable temporary differences and our future investment and business plans that may give rise to taxable income. We treat any tax credits we receive from our equity investments in renewable energy projects as reductions of federal income taxes of the year in which the credit arises. Any deferred tax impacts resulting from transfers of assets to or from our TRS are recorded as an adjustment to additional paid-in capital, as it is a transfer amongst entities under common control.
We apply ASC 740 with respect to how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. This guidance requires the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. We are required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes U.S. federal and certain states.
Equity-Based Compensation
In 2013, we adopted the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan (as amended, the “2013 Plan”), which provides for grants of stock options, stock appreciation rights, restricted stock units, shares of restricted common stock, phantom shares, dividend equivalent rights, long-term incentive-plan units (“LTIP units”) and other restricted limited partnership units issued by our Operating Partnership and other equity-based awards. From time to time, we may grant equity or equity-based awards as compensation to our independent directors, employees, advisors, consultants and other personnel under our 2013 Plan. Certain awards earned under the plan are based on achieving various performance targets, which are generally earned between 0% and 200% of the initial target, depending on the extent to which the performance target is met. In addition to performance targets, certain LTIP units issued by our Operating Partnership also require a certain level of appreciation of partnership interests to occur before parity is reached and LTIP units can be converted to limited partnership units.
We record compensation expense for grants made under the 2013 Plan in accordance with ASC 718, Compensation-Stock Compensation. We record compensation expense for unvested grants that vest solely based on service conditions on a straight-line basis over the vesting period of the entire award based upon the fair market value of the grant on the date of grant. Fair market value for restricted common stock is based on our share price on the date of grant. For awards where the vesting is contingent upon achievement of certain performance targets, compensation expense is measured based on the fair market value on the grant date and is recorded over the requisite service period (which includes the performance period). Actual performance results at the end of the performance period determines the number of shares that will ultimately be awarded. We have also issued awards where the vesting is contingent upon service being provided for a defined period and certain market conditions being met. The fair value of these awards, as measured at the grant date, is recognized over the requisite service period, even if the market conditions are not met. The grant date fair value of these awards was developed by an independent appraiser using a Monte Carlo simulation.
Earnings Per Share
We compute earnings per share of common stock in accordance with ASC 260, Earnings Per Share. Basic earnings per share is calculated by dividing net income attributable to controlling stockholders (after consideration of the earnings allocated to unvested grants under the 2013 Plan, if applicable) by the weighted-average number of shares of common stock outstanding during the period excluding the weighted average number of unvested grants under the 2013 Plan, if applicable (“participating securities” as defined in Note 12 to our financial statements to this Form 10-Q). Diluted earnings per share is calculated by dividing net income attributable to controlling stockholders (after consideration of the earnings allocated to unvested grants under the 2013 Plan, if applicable) by the weighted-average number of shares of common stock outstanding during the period plus other potential common stock instruments if they are dilutive. Other potentially dilutive common stock instruments include our unvested restricted stock, other equity-based awards, and convertible notes. The restricted stock and other equity-based awards are included if they are dilutive using the treasury stock method. The treasury stock method assumes that theoretical proceeds received for future service provided is used to purchase shares of treasury stock at the average market price per share of common stock, which is deducted from the total shares of potential common stock included in the calculation. When unvested grants are dilutive, the earnings allocated to these dilutive unvested grants are not deducted from the net income attributable to controlling stockholders when calculating diluted earnings per share. The convertible notes are included if they are dilutive using the if-converted method. The if-converted method removes interest expense related to the convertible notes from the net income attributable to controlling stockholders and includes the weighted average shares of potential common stock over the period issuable upon conversion of the note. No adjustment is made for shares of potential common stock that are anti-dilutive during a period.
Segment Reporting
We make equity and debt investments in the energy efficiency, renewable energy, and sustainable infrastructure markets. We manage our business as a single portfolio and report all of our activities as one business segment.
Recently Issued Accounting Pronouncements
Accounting standards updates issued before May 7, 2021, and effective after March 31, 2021, are not expected to have a material effect on our consolidated financial statements and related disclosures.
3.Fair Value Measurements
Fair value is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The fair value accounting guidance provides a three-level hierarchy for classifying financial instruments. The levels of inputs used to determine the fair value of our financial assets and liabilities carried on the balance sheet at fair value and for those which only disclosure of fair value is required are characterized in accordance with the fair value hierarchy established by ASC 820, Fair Value Measurements. Where inputs for a financial asset or liability fall in more than one level in the fair value hierarchy, the financial asset or liability is classified in its entirety based on the lowest level input that is significant to the fair value measurement of that financial asset or liability. We use our judgment and consider factors specific to the financial assets and liabilities in determining the significance of an input to the fair value measurements. As of March 31, 2021 and December 31, 2020, only our residual assets related to our securitization trusts and investments were carried at fair value on the consolidated balance sheets on a recurring basis. The three levels of the fair value hierarchy are described below:
•Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the measurement date.
•Level 2 — Observable prices that are based on inputs not quoted on active markets but corroborated by market data.
•Level 3 — Unobservable inputs are used when little or no market data is available.
The tables below illustrate the estimated fair value of our financial instruments on our balance sheet. Unless otherwise discussed below, fair value for our Level 2 and Level 3 measurements is measured using a discounted cash flow model, contractual terms and inputs which consist of base interest rates and spreads over base rates which are based upon market observation and recent comparable transactions. An increase in these inputs would result in a lower fair value and a decline would result in a higher fair value. Our senior unsecured notes and convertible notes are valued using a market based approach and observable prices. The receivables held-for-sale, if any, are carried at the lower of cost or fair value.
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As of March 31, 2021
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Fair Value
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Carrying
Value
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Level
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(in millions)
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Assets
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Government receivables
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$
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145
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$
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135
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Level 3
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Commercial receivables
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1,031
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988
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Level 3
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Receivables held-for-sale
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35
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24
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Level 3
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Investments (1)
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26
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26
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Level 3
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Securitization residual assets (2)
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160
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160
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Level 3
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Liabilities (3)
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Credit facilities
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$
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20
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$
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20
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Level 3
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Non-recourse debt
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502
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474
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Level 3
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Senior unsecured notes
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1,324
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1,295
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Level 2
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Convertible notes
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475
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295
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Level 2
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(1)The amortized cost of our investments as of March 31, 2021, was $26 million.
(2)Included in securitization assets on the consolidated balance sheet. This amount excludes securitization servicing assets, which are carried at amortized cost.
(3)Fair value and carrying value exclude unamortized financing costs.
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As of December 31, 2020
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Fair Value
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Carrying
Value
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Level
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(in millions)
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Assets
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Government receivables
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$
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282
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$
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248
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Level 3
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Commercial receivables
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1,018
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965
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Level 3
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Investments (1)
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55
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55
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Level 3
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Securitization residual assets (2)
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159
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159
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Level 3
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Liabilities (3)
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Credit facilities
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$
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23
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$
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23
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Level 3
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Non-recourse debt
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678
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605
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Level 3
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Senior unsecured notes
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1,362
|
|
|
1,299
|
|
|
Level 2
|
Convertible notes
|
552
|
|
|
296
|
|
|
Level 2
|
(1) The amortized cost of our investments as of December 31, 2020, was $51 million.
(2) Included in securitization assets on the consolidated balance sheet. This amount excludes securitization servicing assets, which are carried at amortized cost.
(3) Fair value and carrying value exclude unamortized financing costs.
Investments
The following table reconciles the beginning and ending balances for our Level 3 investments that are carried at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31,
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
(in millions)
|
Balance, beginning of period
|
$
|
55
|
|
|
$
|
75
|
|
|
|
|
|
Purchases of investments
|
5
|
|
|
16
|
|
|
|
|
|
Principal payments on investments
|
—
|
|
|
(1)
|
|
|
|
|
|
Sale of investments
|
(29)
|
|
|
(33)
|
|
|
|
|
|
Realized gains on investments recorded in gain on sale of receivables and investments
|
—
|
|
|
3
|
|
|
|
|
|
Unrealized gains (losses) on investments recorded in OCI
|
(5)
|
|
|
3
|
|
|
|
|
|
Balance, end of period
|
$
|
26
|
|
|
$
|
63
|
|
|
|
|
|
The following table illustrates our investments in an unrealized loss position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Fair Value
|
|
Unrealized Losses (1)
|
|
Securities with a loss shorter than 12 months
|
|
Securities with a loss longer than 12 months
|
|
Securities with a loss shorter than 12 months
|
|
Securities with a loss longer than 12 months
|
|
(in millions)
|
March 31, 2021
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
December 31, 2020
|
—
|
|
|
6
|
|
|
—
|
|
|
0.3
|
|
(1) Loss position is due to interest rates movements. We have the intent and ability to hold these investments until a recovery of fair value.
In determining the fair value of our investments we used a market-based risk-free rate and a range of interest rate spreads of approximately 1% to 4% based upon transactions involving similar assets as of March 31, 2021 and December 31, 2020. The weighted average discount rate used to determine the fair value of our investments as of March 31, 2021 and December 31, 2020 were 4.6% and 3.2%, respectively.
Securitization residual assets
The following table reconciles the beginning and ending balances for our Level 3 securitization residual assets that are carried at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31,
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
(in millions)
|
Balance, beginning of period
|
$
|
159
|
|
|
$
|
122
|
|
|
|
|
|
Accretion of securitization residual assets
|
2
|
|
|
1
|
|
|
|
|
|
Additions to securitization residual assets
|
15
|
|
|
12
|
|
|
|
|
|
Collections of securitization residual assets
|
(1)
|
|
|
(1)
|
|
|
|
|
|
Sales of securitization residual assets
|
—
|
|
|
(21)
|
|
|
|
|
|
Unrealized gains (losses) on securitization residual assets recorded in OCI
|
(15)
|
|
|
5
|
|
|
|
|
|
Balance, end of period
|
$
|
160
|
|
|
$
|
118
|
|
|
|
|
|
In determining the fair value of our securitization residual assets, we used a market-based risk-free rate and a range of interest rate spreads of approximately 1% to 5% based upon transactions involving similar assets as of March 31, 2021 and December 31, 2020. The weighted average discount rate used to determine the fair value of our securitization residual assets as of March 31, 2021 and December 31, 2020 were 4.7% and 3.8%, respectively.
Non-recurring Fair Value Measurements
Our financial statements may include non-recurring fair value measurements related to acquisitions and non-monetary transactions, if any. Assets acquired in a business combination are recorded at their fair value. We may use third-party valuation firms to assist us with developing our estimates of fair value.
Concentration of Credit Risk
Government and commercial receivables, real estate leases, and debt investments consist primarily of U.S. federal government-backed receivables, investment grade state and local government receivables and receivables from various sustainable infrastructure projects and do not, in our view, represent a significant concentration of credit risk. Additionally, certain of our investments are collateralized by projects concentrated in certain geographic regions throughout the United States. These investments typically have structural credit protections to mitigate our risk exposure and, in most cases, the projects are insured for estimated physical loss which helps to mitigate the possible risk from these concentrations.
We had cash deposits that are subject to credit risk as shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
|
December 31, 2020
|
|
(in millions)
|
Cash deposits
|
$
|
232
|
|
|
$
|
286
|
|
Restricted cash deposits (included in other assets)
|
21
|
|
|
24
|
|
Total cash deposits
|
$
|
253
|
|
|
$
|
310
|
|
Amount of cash deposits in excess of amounts federally insured
|
$
|
252
|
|
|
$
|
309
|
|
4.Non-Controlling Interest
Units of limited partnership interests in the Operating Partnership (“OP units”) that are owned by limited partners other than us are included in non-controlling interest on our consolidated balance sheets. The non-controlling interest holders are generally allocated their pro rata share of income, other comprehensive income and equity transactions.
The outstanding OP units held by outside limited partners represent less than 1% of our outstanding OP units and are redeemable by the limited partners for cash, or at our option, for a like number of shares of our common stock. No OP units were exchanged by non-controlling interest holders during the three months ended March 31, 2021 and March 31, 2020.
We have also granted to members of our management team and directors LTIP Units pursuant to the 2013 Plan. These LTIP Units are held by HASI Management HoldCo LLC. The LTIP Units are designed to qualify as profits interests in the Operating Partnership and initially will have a capital account balance of zero and, therefore, will not have full parity with OP units with respect to liquidating distributions or other rights. However, the amended and restated agreement of limited partnership of the Operating Partnership (the "OP Agreement") provides that “book gains,” or economic appreciation, in the Operating Partnership will be allocated first to the LTIP Units until the capital account per LTIP Units is equal to the capital account per-unit of the OP units. Under the terms of the OP Agreement, the Operating Partnership will revalue its assets upon the occurrence of certain specified events, and any increase in valuation from the time of grant until such event will be allocated first to the holders of LTIP Units to equalize the capital accounts of such holders with the capital accounts of OP unit holders. Once this has occurred, the LTIP Units will achieve full parity with the OP units for all purposes, including with respect to liquidating distributions and redemption rights. In addition to these attributes, there are vesting and settlement conditions similar to our other equity-based awards as discussed in Notes 2 and 11 to our financial statements in this Form 10-Q.
5.Securitization of Financial Assets
The following summarizes certain transactions with securitization trusts:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the three months ended March 31,
|
|
2021
|
|
2020
|
|
(in millions)
|
Gains on securitizations
|
$
|
18
|
|
|
$
|
5
|
|
Cost of financial assets securitized
|
120
|
|
|
48
|
|
Proceeds from securitizations
|
138
|
|
|
53
|
|
Residual and servicing assets
|
165
|
|
|
122
|
|
Cash received from residual and servicing assets
|
1
|
|
|
1
|
|
In connection with securitization transactions, we typically retain servicing responsibilities and residual assets. We generally receive annual servicing fees typically up to 0.20% of the outstanding balance. We may periodically make servicer advances, which are subject to credit risk. Included in securitization assets in our consolidated balance sheets are our servicing assets at amortized cost, our residual assets at fair value, and our servicing advances at cost, if any. Our residual assets are subordinate to investors’ interests, and their values are subject to credit, prepayment and interest rate risks on the transferred financial assets. Other than our securitization assets representing our residual interests in the trusts' collateral, the investors and the securitization trusts have no recourse to our assets for failure of debtors to pay when due. In computing gains and losses on securitizations, we use discount rates based on a review of comparable market transactions including Level 3 unobservable inputs which consist of base interest rates and spreads over these base rates. Depending on the nature of the transaction risks, the discount rate ranged from 2% to 9%.
As of March 31, 2021 and December 31, 2020, our managed assets totaled $7.4 billion and $7.2 billion respectively, of which $4.5 billion and $4.3 billion were securitized assets held in unconsolidated securitization trusts. There were no securitization credit losses in the three months ended March 31, 2021 or March 31, 2020. As of March 31, 2021, there were no material payments from debtors to the securitization trusts that were greater than 90 days past due.
Receivables from contracts for the installation of energy efficiency and other technologies are $98 million of our securitization residual assets. These technologies are installed in facilities owned by, or operated for or by, federal, state or local government entities where the ultimate obligor for the receivable is a governmental entity. The contracts may have guarantees of energy savings from third-party service providers, which typically are entities rated investment grade by an independent rating agency. The remainder of our securitization residual assets are related to contracts where the underlying cash flows are secured by an interest in real estate which are typically senior in terms of repayment to other financings.
6.Our Portfolio
As of March 31, 2021, our Portfolio included approximately $2.9 billion of equity method investments, receivables, real estate and investments on our balance sheet. The equity method investments represent our non-controlling equity investments in renewable energy and energy efficiency projects and land. The receivables and investments are typically collateralized by contractually committed debt obligations of government entities or private high credit quality obligors and are often supported by additional forms of credit enhancement, including security interests and supplier guaranties. The real estate is typically land and related lease intangibles for long-term leases to wind and solar projects.
In developing and evaluating performance against our credit criteria, we consider a number of qualitative and quantitative criteria including a project’s operating results, loan-to-value ratio, any cash reserves, the ability of expected cash from operations to cover the cash flow requirements currently and into the future, key terms of the transaction, the ability of the borrower to refinance the transaction, the financial and operating capability of the borrower, its sponsors or the obligor as well as any guarantors and the project’s collateral value. In addition, we consider the overall economic environment, the sustainable infrastructure sector, the effect of local, industry, and broader economic factors, the impact of any variation in weather and the historical and anticipated trends in interest rates, defaults and loss severities for similar transactions.
The following is an analysis of the Performance Ratings of our Portfolio as of March 31, 2021, which is assessed quarterly:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Performance
|
|
|
|
|
|
1 (1)
|
|
|
|
2 (2)
|
|
|
|
3 (3)
|
|
Total
|
|
Government
|
|
Commercial
|
|
|
|
Commercial
|
|
|
|
Commercial
|
|
|
Receivable vintage
|
(dollars in millions)
|
2021
|
$
|
—
|
|
|
$
|
13
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
$
|
13
|
|
2020
|
—
|
|
|
186
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
186
|
|
2019
|
—
|
|
|
437
|
|
|
|
|
11
|
|
|
|
|
—
|
|
|
448
|
|
2018
|
—
|
|
|
254
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
254
|
|
2017
|
32
|
|
|
1
|
|
|
|
|
8
|
|
|
|
|
—
|
|
|
41
|
|
2016
|
15
|
|
|
59
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
74
|
|
Prior to 2016
|
88
|
|
|
47
|
|
|
|
|
—
|
|
|
|
|
8
|
|
|
143
|
|
Total receivables
|
135
|
|
|
997
|
|
|
|
|
19
|
|
|
|
|
8
|
|
|
1,159
|
|
Less: Allowance for loss on receivables
|
—
|
|
|
(22)
|
|
|
|
|
(6)
|
|
|
|
|
(8)
|
|
|
(36)
|
|
Net receivables (4)
|
135
|
|
|
975
|
|
|
|
|
13
|
|
|
|
|
—
|
|
|
1,123
|
|
Receivables held-for-sale
|
—
|
|
|
24
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
24
|
|
Investments
|
10
|
|
|
16
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
26
|
|
Real estate
|
—
|
|
|
358
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
358
|
|
Equity method investments (5)
|
—
|
|
|
1,360
|
|
|
|
|
26
|
|
|
|
|
—
|
|
|
1,386
|
|
Total
|
$
|
145
|
|
|
$
|
2,733
|
|
|
|
|
$
|
39
|
|
|
|
|
$
|
—
|
|
|
$
|
2,917
|
|
Percent of Portfolio
|
5
|
%
|
|
94
|
%
|
|
|
|
1
|
%
|
|
|
|
—
|
%
|
|
100
|
%
|
Average remaining balance (6)
|
$
|
6
|
|
|
$
|
14
|
|
|
|
|
$
|
11
|
|
|
|
|
$
|
4
|
|
|
$
|
13
|
|
(1)This category includes our assets where based on our credit criteria and performance to date we believe that our risk of not receiving our invested capital remains low.
(2)This category includes our assets where based on our credit criteria and performance to date we believe there is a moderate level of risk to not receiving some or all of our invested capital.
(3)This category includes our assets where based on our credit criteria and performance to date, we believe there is substantial doubt regarding our ability to recover some or all of our invested capital. Included in this category are two commercial receivables with a combined total carrying value of approximately $8 million as of March 31, 2021 which we have held on non-accrual status since 2017. We expect to continue to pursue our legal claims with regards to these assets. In addition, there is an equity method investment in a wind project with no book value where we had previously disclosed in 2019 our allocation of impairment losses recorded by the project sponsor. We moved this investment from Category 2 to Category 3 due to continued underperformance.
(4)Total reconciles to the total of the government receivables and commercial receivables lines of the consolidated balance sheets.
(5)Some of the individual projects included in portfolios that make up our equity method investments have government off-takers. As they are part of large portfolios, they are not classified separately.
(6)Average remaining balance is calculated gross of allowance for loss on receivables and excludes approximately 149 transactions each with outstanding balances that are less than $1 million and that in the aggregate total $59 million.
Receivables
As of December 31, 2020, our allowance for loan losses was $36 million based on our expectation of credit losses over the lives of the receivables in our portfolio. Quarterly, we update that expected loss to reflect both the expected loss on newly originated receivables and any changes in the expected loss on existing receivables. During the three months ended March 31,
2021, we held our allowance for loan losses constant at $36 million, as improving macroeconomic factors were offset by certain loan specific reserves.
Below is a summary of the carrying value, expected loan funding commitments, and allowance by type of receivable or "Portfolio Segment", as defined by Topic 326, as of March 31, 2021 and December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
|
December 31, 2020
|
|
Gross Carrying Value
|
|
Loan Funding Commitments
|
|
Allowance
|
|
Gross Carrying Value
|
|
Loan Funding Commitments
|
|
Allowance
|
|
(in millions)
|
Government (1)
|
$
|
135
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
248
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial (2)
|
1,024
|
|
|
315
|
|
|
36
|
|
|
1,002
|
|
|
282
|
|
|
36
|
|
Total
|
$
|
1,159
|
|
|
$
|
315
|
|
|
$
|
36
|
|
|
$
|
1,250
|
|
|
$
|
282
|
|
|
$
|
36
|
|
(1)As of March 31, 2021, our government receivables include $32 million of U.S. federal government transactions and $103 million of transactions where the ultimate obligors are state or local governments.
Risk characteristics of our government receivables include the energy savings or the power output of the projects and the ability of the government obligor to generate revenue for debt service, via taxation or other means. Transactions may have guarantees of energy savings or other performance support from third-party service providers, which typically are entities, directly or whose ultimate parent entity is, rated investment grade by an independent rating agency. All of our government receivables are included in Performance Rating 1 in the Portfolio Performance table above. Our allowance for government receivables is primarily calculated by using PD/LGD methods as discussed in Note 2 to our financial statements in this Form 10-Q. Our expectation of credit losses for these receivables is immaterial given the high credit-quality of the obligors.
(2)As of March 31, 2021, this category of assets includes $536 million of mezzanine loans made on a non-recourse basis to special purpose subsidiaries of residential solar companies which are secured by residential solar assets where we rely on certain limited indemnities, warranties, and other obligations of the residential solar companies or their other subsidiaries. Approximately $511 million of our commercial receivables are loans made to entities in which we also have non-controlling equity investments of approximately $29 million. This total also includes $48 million of lease agreements where we hold legal title to the underlying real estate which are treated under GAAP as receivables since they were deemed to be failed sale/leaseback transactions as described in Note 2 to our financial statements in this Form 10-Q.
Risk characteristics of our commercial receivables include a project’s operating risks, which include the impact of the overall economic environment, the sustainable infrastructure sector, the effect of local, industry, and broader economic factors, the impact of any variation in weather and trends in interest rates. We use assumptions related to these risks to estimate an allowance using a discounted cash flow analysis or the PD/LGD method as discussed in Note 2 to our financial statements in this Form 10-Q. All of our commercial receivables are included in Performance Rating 1 in the Portfolio Performance table above, except for $19 million of receivables included in Performance Category 2 and the $8 million of receivables we have placed on non-accrual status which are included in Performance Rating 3. For those assets in Performance Rating 1, the credit worthiness of the obligor combined with the various structural protections of our assets cause us to believe we have a low risk we will not receive our invested capital, however we recorded a $22 million allowance on these $997 million in assets as a result of lower probability assumptions utilized in our allowance methodology.
The following table reconciles our beginning and ending allowance for loss on receivables by Portfolio Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2021
|
|
Three months ended March 31, 2020
|
|
Government
|
|
Commercial
|
|
Government
|
|
Commercial
|
|
(in millions)
|
Beginning balance (1)
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
25
|
|
Provision for loss on receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
26
|
|
(1)For the three months ended March 31, 2020, the beginning balance represents January 1, 2020, the adoption date of Topic 326. The beginning balance includes the pre-tax allowance for loss on receivables of $17 million recorded upon adoption which reflects our estimated loss as of that date under the new standard as well as the $8 million of receivables which were previously on non-accrual status and fully reserved.
Other than the $8 million of receivables discussed above with a Performance Rating of 3, we have no receivables which are on non-accrual status.
The following table provides a summary of our anticipated maturity dates of our receivables and the weighted average yield for each range of maturities as of March 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Less than 1
year
|
|
1-5 years
|
|
5-10 years
|
|
More than 10
years
|
|
(dollars in millions)
|
Maturities by period (excluding allowance)
|
$
|
1,159
|
|
|
$
|
19
|
|
|
$
|
128
|
|
|
$
|
302
|
|
|
$
|
710
|
|
Weighted average yield by period
|
8.2
|
%
|
|
8.7
|
%
|
|
6.8
|
%
|
|
9.2
|
%
|
|
8.1
|
%
|
Investments
The following table provides a summary of our anticipated maturity dates of our investments and the weighted average yield for each range of maturities as of March 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Less than 1
year
|
|
1-5 years
|
|
5-10 years
|
|
More than 10
years
|
|
(dollars in millions)
|
Maturities by period
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26
|
|
Weighted average yield by period
|
4.6
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.6
|
%
|
We had no investments that were impaired or on non-accrual status as of March 31, 2021 or December 31, 2020, and no allowances associated with our investments.
Real Estate
Our real estate is leased to renewable energy projects, typically under long-term triple net leases with expiration dates that range between the years 2033 and 2057 under the initial terms and 2047 and 2080 if all renewals are exercised. The components of our real estate portfolio as of March 31, 2021 and December 31, 2020, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
|
December 31, 2020
|
|
(in millions)
|
Real estate
|
|
|
|
Land
|
$
|
269
|
|
|
$
|
269
|
|
Lease intangibles
|
104
|
|
|
104
|
|
Accumulated amortization of lease intangibles
|
(15)
|
|
|
(14)
|
|
Real estate
|
$
|
358
|
|
|
$
|
359
|
|
As of March 31, 2021, the future amortization expense of the intangible assets and the future minimum rental income payments under our land lease agreements are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Future Amortization Expense
|
|
Minimum Rental Income Payments
|
|
(in millions)
|
From April 1, 2021 to December 31, 2021
|
$
|
2
|
|
|
$
|
17
|
|
2022
|
3
|
|
|
22
|
|
2023
|
3
|
|
|
23
|
|
2024
|
3
|
|
|
24
|
|
2025
|
3
|
|
|
24
|
|
2026
|
3
|
|
|
24
|
|
Thereafter
|
72
|
|
|
717
|
|
Total
|
$
|
89
|
|
|
$
|
851
|
|
Equity Method Investments
We have made non-controlling equity investments in a number of renewable energy and energy efficiency projects as well as in a joint venture that owns land with long-term triple net lease agreements to several solar projects that we account for as equity method investments.
As of March 31, 2021, we held the following equity method investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Date
|
|
Investee
|
|
Carrying Value
|
|
|
|
|
(in millions)
|
Various
|
|
Jupiter Equity Holdings, LLC
|
|
$
|
490
|
|
Various
|
|
Lighthouse Partnerships (1)
|
|
246
|
|
March 2020
|
|
University of Iowa Energy Collaborative Holdings LLC
|
|
119
|
|
Various
|
|
Phase V Class A LLC
|
|
75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Various
|
|
Other investees
|
|
456
|
|
|
|
Total equity method investments
|
|
$
|
1,386
|
|
(1) Represents the total of three equity investments in a portfolio of renewable assets.
Jupiter Equity Holdings LLC
On July 1, 2020, we acquired a preferred equity interest in Jupiter Equity Holdings, LLC ("Jupiter") that is expected to own an approximately 2.3 gigawatt portfolio of renewable energy projects. We have agreed to guarantee certain of the obligations of the subsidiary in connection with these agreements. As of March 31, 2021, we have made capital contributions to Jupiter of approximately $465 million related to eight operating wind projects and two operating solar projects with an aggregate capacity of approximately 2.1 gigawatts. We expect to ultimately invest approximately $540 million in Jupiter by making additional periodic capital contributions related to three more projects anticipated to be commercially operational on or prior to December, 2021, at which time the additional projects relating to a specific funding will be transferred into Jupiter. Assuming all of the projects are acquired by Jupiter, the renewables portfolio will consist of 13 projects (nine onshore wind projects and four utility-scale solar projects) and will feature cash flows from fixed-price power purchase agreements and financial hedges with a weighted average contract life of 13 years, contracted with highly creditworthy off-takers and counterparties.
Jupiter is governed by an amended and restated limited liability company agreement, dated July 1, 2020, by and among Jupiter, one of our subsidiaries and a subsidiary of the project sponsor, and contains customary terms and conditions. We own 100% of the Class A Units in Jupiter corresponding to 49% of the distributions from Jupiter subject to the preferences discussed below. Most major decisions that may impact Jupiter, its subsidiaries or its assets, require the majority vote of a four person committee in which we and the project sponsor each have two representatives. Through Jupiter, we will be entitled to preferred distributions until certain return targets are achieved. Once these return targets are achieved, distributions will be allocated approximately 33% to us and approximately 67% to the sponsor. We and the sponsor each have a right of first offer if the other party desires to transfer any of its equity ownership to a third party on or after July 1, 2023. We use the equity method of accounting to account for our preferred equity interest in Jupiter, and have elected to recognize earnings from this investment one quarter in arrears to allow for the receipt of financial information.
Lighthouse Renewables Portfolio
In December 2020, we entered into certain agreements relating to the acquisition, ownership and management of approximately $663 million in preferred cash equity investments in three partnerships (the “Lighthouse Partnerships”) that expect to own cash equity interests in an approximately 1.6 gigawatt portfolio of onshore wind, utility-scale solar and solar-plus-storage projects (the “Renewables Portfolio”) developed and managed by the project sponsor. We have made initial investments in the preferred cash equity interests of the Lighthouse Partnerships of approximately $219 million through March 31, 2021, and additional investments are expected to be made in 2021 and 2022 as the projects become commercially operational. The Renewables Portfolio currently has contracted cash flows with a combined weighted average contract life of greater than 14 years with a diversified group of predominately investment grade corporate, utility, university, and municipal offtakers. In the first quarter of 2021, we made approximately $15 million in equity contributions and made $10 million in member loans to one of the Lighthouse Partnerships for the settlement of hedging activity under one of the project's power hedge agreements as a result of the February 2021 winter storms in Texas.
Each of the Lighthouse Partnerships are or will be governed by a limited liability company agreement between us and the sponsor serving as managing member and contain customary terms and conditions. Most major decisions that may impact each of the Lighthouse Partnerships, its subsidiaries or its assets, require a unanimous vote of the representatives present at a meeting of a review committee in which a quorum is present. The review committee is a four person committee, which includes two Company representatives and two sponsor representatives. Through each Lighthouse Partnership, commencing on a certain date following the effective date of the applicable limited liability company agreement, we will be entitled to preferred distributions until certain return targets are achieved. Subject to customary exceptions, no member of a Lighthouse Partnership can transfer any of its equity ownership in any Lighthouse Partnership to a third party without approval of the review committee of that Lighthouse Partnership. We use the equity method of accounting to account for our preferred equity interest in each Lighthouse
Partnership, and have elected to recognize earnings from this investment one quarter in arrears to allow for the receipt of financial information.
Based on an evaluation of our equity method investments, we determined that no OTTI had occurred as of March 31, 2021 or December 31, 2020.
7.Credit facilities
Secured credit facilities
We have two secured revolving credit facilities (our "Secured Credit Facilities"), a representation-based loan agreement (the “Rep-Based Facility") and an approval-based loan agreement (the “Approval-Based Facility”) with various lenders, which mature in July 2023. The Rep-Based Facility is a secured revolving limited-recourse credit facility, which we modified in March 2021 to have a maximum outstanding principal amount of $100 million, lowered from a previous amount of $250 million. This modification resulted in a $1.5 million loss due to the acceleration of a portion of the related unamortized financing costs. The Approval-Based Facility is a secured revolving recourse credit facility with a maximum outstanding principal amount of $200 million.
The following table provides additional detail on our Secured Credit Facilities as of March 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
Rep-Based
Facility
|
|
Approval-Based Facility
|
|
(dollars in millions)
|
Outstanding balance
|
$
|
—
|
|
|
$
|
20
|
|
Value of collateral pledged to credit facility
|
24
|
|
|
142
|
|
Weighted average short-term borrowing rate
|
N/A
|
|
1.6
|
%
|
Loans under the Rep-Based Facility bear interest at a rate equal to one-month LIBOR plus 1.40% or 1.85% (depending on the type of collateral) or, in certain circumstances, the Federal Funds Rate plus 0.40% or 0.85% (depending on the type of collateral). Loans under the Approval-Based Facility bear interest at a rate equal to one-month LIBOR plus 1.50% or 2.00% (depending on the type of collateral) or, under certain circumstances, the Federal Funds Rate plus 0.50% or 1.00% (depending on the type of collateral).
Inclusion of any financings of the Company in the borrowing base as collateral under the Rep-Based Facility will be subject to the Company making certain agreed upon representations and warranties. We have provided a limited guarantee covering the accuracy of the representations and warranties, and the repayment by the borrowers of certain amounts relating to any such financing is the exclusive remedy with respect to any breach of such representations and warranties under the Rep-Based Facility. Inclusion of any financings of the Company in the borrowing base as collateral under the Approval-Based Facility will be subject to the approval of a super-majority of the lenders, and we have provided a guarantee of the Approval-Based Facility.
The amount eligible to be drawn under the Secured Credit Facilities is based on a discount to the value of each included investment based upon the type of collateral or an applicable valuation percentage. The sum of included financings after taking into account the applicable valuation percentages and any changes in the valuation of the financings in accordance with the Secured Credit Facilities determines the borrowing capacity, subject to the overall facility limits described above. Under the Rep-Based Facility, the applicable valuation percentage is 85% in the case of a land-lease obligor or a U.S. Federal Government obligor, 80% in the case of an institutional obligor or state and local obligor, and with respect to other obligors or in certain circumstances, such other percentage as the administrative agent may prescribe. Under the Approval-Based Facility, the applicable valuation percentage is 85% in the case of certain approved financings and 67% or such other percentage as the administrative agent may prescribe, including in the case of one asset, an agreed-upon amortization schedule. The stated minimum maturities to be paid under the amortization schedule to meet the required target loan balances as of March 31, 2021 are as follows:
|
|
|
|
|
|
|
Future minimum maturities
|
|
(in millions)
|
April 1, 2021 to December 31, 2021
|
$
|
—
|
|
2022
|
5
|
|
2023
|
15
|
|
|
|
|
|
Total
|
$
|
20
|
|
We have approximately $3 million of remaining unamortized financing costs associated with the Secured Credit Facilities that have been capitalized and included in other assets on our balance sheet and are being amortized on a straight-line basis over the term of the Secured Credit Facilities. Administrative fees are payable annually to the administrative agent under each of the Secured Credit Facilities and letter agreements with the administrative agent. Under the Rep-Based Facility, we pay to the administrative agent on each monthly payment date, for the benefit of the lenders, certain availability fees for the Rep-Based Facility equal to 0.60%, divided by 365 or 366, as applicable, multiplied by the excess of the available total commitments under the Rep-Based Facility over the actual amount borrowed under the Rep-Based Facility.
The Secured Credit Facilities contain terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds and stock repurchases. We were in compliance with our covenants as of March 31, 2021.
The Secured Credit Facilities also include customary events of default, including the existence of a default in more than 50% of underlying financings. The occurrence of an event of default may result in termination of the credit facilities, acceleration of amounts due under the Secured Credit Facilities, and accrual of default interest at a rate of LIBOR plus 2.00% in the case of both the Rep-Based Facility and the Approval-Based Facility.
Unsecured credit facility
In February 2021, we entered into an unsecured revolving credit facility with a maximum outstanding principal amount of $50 million which matures in February 2022. As of March 31, 2021, we have not drawn on this facility. We have approximately $1 million of remaining unamortized financing costs associated with the unsecured credit facility that have been capitalized and included in other assets on our balance sheet and are being amortized on a straight-line basis over the term of the unsecured credit facility. In April 2021, we entered into a new $400 million, 364-day unsecured revolving credit facility pursuant to a revolving credit agreement with a syndicate of lenders, replacing the existing $50 million unsecured revolving credit facility entered into in February 2021.
The unsecured revolving credit facility has a commitment fee based on our current credit rating and bears interest at a rate of the LIBOR or prime rate plus applicable margins based on our current credit rating, which may be adjusted downward up to 0.05% to the extent our Portfolio achieves certain targeted levels of carbon emissions reductions. As of the inception of the unsecured revolving credit facility, the applicable margins are 2.25% for LIBOR-based loans and 1.25% for prime rate-based loans. The unsecured revolving credit facility contains terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds, stock repurchases, and dividends we declare. The unsecured revolving credit facility also includes customary events of default and remedies. At our option, upon maturity of the unsecured credit facility, we have the ability to convert amounts borrowed into term loans for a fee equal to 2.25% of the term loan amounts.
8.Long-term Debt
Non-recourse debt
We have outstanding the following asset-backed non-recourse debt and bank loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Balance
as of
|
|
|
|
|
|
Anticipated
Balance at
Maturity
|
|
Carrying Value of Assets Pledged as of
|
|
|
|
March 31, 2021
|
|
December 31, 2020
|
|
Interest
Rate (1)
|
|
Maturity Date
|
|
|
March 31, 2021
|
|
December 31, 2020
|
|
Description
of Assets Pledged
|
|
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HASI Sustainable Yield Bond 2015-1A
|
$
|
80
|
|
|
$
|
81
|
|
|
4.28%
|
|
October 2034
|
|
$
|
—
|
|
|
$
|
133
|
|
|
$
|
134
|
|
|
Receivables, real estate and real estate intangibles
|
HASI Sustainable Yield Bond 2015-1B Note (2)
|
13
|
|
|
13
|
|
|
5.41%
|
|
October 2034
|
|
—
|
|
|
133
|
|
|
134
|
|
|
Class B Bond of HASI Sustainable Yield Bond 2015-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HASI SYB Trust 2016-2
|
68
|
|
|
67
|
|
|
4.35%
|
|
April 2037
|
|
—
|
|
|
70
|
|
|
71
|
|
|
Receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HASI ECON 101 Trust (3)
|
—
|
|
|
126
|
|
|
3.57%
|
|
May 2041
|
|
—
|
|
|
—
|
|
|
133
|
|
|
Receivables and investments
|
HASI SYB Trust 2017-1
|
150
|
|
|
150
|
|
|
3.86%
|
|
March 2042
|
|
—
|
|
|
204
|
|
|
205
|
|
|
Receivables, real estate and real estate intangibles
|
Lannie Mae Series 2019-01
|
94
|
|
|
95
|
|
|
3.68%
|
|
January 2047
|
|
—
|
|
|
108
|
|
|
107
|
|
|
Receivables, real estate and real estate intangibles
|
Other non-recourse
debt (4)
|
69
|
|
|
73
|
|
|
3.15% - 7.45%
|
|
2022 to 2032
|
|
18
|
|
|
69
|
|
|
73
|
|
|
Receivables
|
Unamortized financing costs
|
(11)
|
|
|
(12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-recourse debt (5)
|
$
|
463
|
|
|
$
|
593
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Represents interest rate as of March 31, 2021.
(2)The Company repurchased this note in April of 2021.
(3)In March 2021, we prepaid this loan using proceeds from the sale of the assets which served as collateral. We recognized a loss on the sale of the assets of approximately $3 million which is included in gain on sale of receivables and investments in our income statement.
(4)Other non-recourse debt consists of various debt agreements used to finance certain of our receivables. Scheduled debt service payment requirements are equal to or less than the cash flows received from the underlying receivables.
(5)The total collateral pledged against our non-recourse debt was $584 million and $723 million as of March 31, 2021 and December 31, 2020, respectively. In addition, $20 million and $23 million of our restricted cash balance was pledged as collateral to various non-recourse loans as of March 31, 2021 and December 31, 2020, respectively.
We have pledged the financed assets, and typically our interests in one or more parents or subsidiaries of the borrower that are legally separate bankruptcy remote special purpose entities as security for the non-recourse debt. There is no recourse for repayment of these obligations other than to the applicable borrower and any collateral pledged as security for the obligations. Generally, the assets and credit of these entities are not available to satisfy any of our other debts and obligations. The creditors can only look to the borrower, the cash flows of the pledged assets and any other collateral pledged, to satisfy the debt and we are not otherwise liable for nonpayment of such cash flows. The debt agreements contain terms, conditions, covenants, and representations and warranties that are customary and typical for transactions of this nature, including limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds and stock repurchases. The agreements also include customary events of default, the occurrence of which may result in termination of the agreements, acceleration of amounts due, and accrual of default interest. We typically act as servicer for the debt transactions. We are in compliance with all covenants as of March 31, 2021 and December 31, 2020.
We have guaranteed the accuracy of certain of the representations and warranties and other obligations of certain of our subsidiaries under certain of the debt agreements and provided an indemnity against certain losses from “bad acts” of such subsidiaries including fraud, failure to disclose a material fact, theft, misappropriation, voluntary bankruptcy or unauthorized transfers. In the case of the debt secured by certain of our renewable energy equity interests, we have also guaranteed the compliance of our subsidiaries with certain tax matters and certain obligations if our joint venture partners exercise their right to withdraw from our partnerships.
The stated minimum maturities of non-recourse debt as of March 31, 2021, were as follows:
|
|
|
|
|
|
|
Future minimum maturities
|
|
(in millions)
|
April 1, 2021 to December 31, 2021
|
$
|
21
|
|
2022
|
23
|
|
2023
|
27
|
|
2024
|
30
|
|
2025
|
27
|
|
2026
|
26
|
|
Thereafter
|
320
|
|
Total minimum maturities
|
$
|
474
|
|
Unamortized financing costs
|
(11)
|
|
Total non-recourse debt
|
$
|
463
|
|
The stated minimum maturities of non-recourse debt above include only the mandatory minimum principal payments. To the extent there are additional cash flows received from our investments in renewable energy projects serving as collateral for certain of our non-recourse debt facilities, these additional cash flows are required to be used to make additional principal payments against the respective debt. Any additional principal payments made due to these provisions may impact the anticipated balance at maturity of these financings. To the extent there are not sufficient cash flows received from those investments pledged as collateral, the investor has no recourse against other corporate assets to recover any shortfalls.
Senior Unsecured Notes
We have outstanding senior unsecured notes issued jointly by certain of our TRS and are guaranteed by the Company and certain other subsidiaries (the "Senior Unsecured Notes"). The Senior Unsecured Notes are subject to covenants which limit our ability to incur additional indebtedness and require us to maintain unencumbered assets of not less than 120% of our unsecured debt. These covenants will terminate on any date at which the Senior Unsecured Notes have been rated investment grade by two of the three major credit rating agencies and no event of default has occurred. We are in compliance with all of our covenants as of March 31, 2021 and December 31, 2020. The Senior Unsecured Notes impose certain requirements in the event that we merge with or sell substantially all of our assets to another entity. The proceeds of our Senior Unsecured Notes are used to acquire or refinance, in whole or in part, eligible green projects, including assets which are neutral to negative on incremental carbon emissions.
The following are summarized terms of the Senior Unsecured Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Principal Amount
|
|
Maturity Date
|
|
Stated Interest Rate
|
|
Interest Payment Dates
|
|
Redemption Terms Modification Date
|
|
(in millions)
|
|
|
|
|
|
|
|
|
2024 Notes
|
$
|
500
|
|
(1)
|
July 15, 2024
|
|
5.25
|
%
|
|
January 15th and
July 15th
|
|
July 15, 2021 (2)
|
2025 Notes
|
400
|
|
|
April 15, 2025
|
|
6.00
|
%
|
|
April 15 and
October 15th
|
|
April 15, 2022 (2)
|
2030 Notes
|
375
|
|
(3)
|
September 15, 2030
|
|
3.75
|
%
|
|
February 15th and August 15th
|
|
September 15, 2022 (4)
|
(1)The first $350 million issuance of 2024 Notes was priced at par. We subsequently issued $150 million of the $500 million aggregate principal amount of the 2024 Notes for total proceeds of $157 million ($155 million net of issuance costs) at an effective interest rate of 4.13%.
(2)Prior to this date, we may redeem, at our option, some or all of the 2024 Notes or 2025 Notes for the outstanding principal amount plus the applicable “make-whole” premium as defined in the indenture governing the 2024 Notes or 2025 Notes plus accrued and unpaid interest through the redemption date. In addition, prior to this date, we may redeem up to 40% of the Senior Unsecured Notes using the proceeds of certain equity offerings at a price equal to par plus the coupon percentage of the principal amount thereof, plus accrued but unpaid interest, if any, to, but excluding, the applicable redemption date. On, or subsequent to, this date we may redeem the 2024 Notes or 2025 Notes in whole or in part at redemption prices defined in the indenture governing the 2024 Notes or 2025 Notes, plus accrued and unpaid interest though the redemption date.
(3)We issued the $375 million aggregate principal amount of the 2030 Notes for total proceeds of $371 million ($367 million net of issuance costs) at an effective interest rate of 3.87%.
(4)Prior to this date, we may, at our option on one or more occasions redeem up to 40% of the 2030 Notes using the proceeds of certain equity offerings at a price equal to 103.75% of the principal amount thereof; plus accrued but unpaid interest, if any, to, but excluding the applicable redemption date. At any point prior to maturity, we may redeem, at our option, some or all of the 2030 Notes plus the applicable “make-whole” premium as defined in the indenture governing the 2030 Notes plus accrued and unpaid interest through the redemption date.
The following table presents a summary of the components of the Senior Unsecured Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
|
December 31, 2020
|
|
(in millions)
|
Principal
|
$
|
1,275
|
|
|
$
|
1,275
|
|
Accrued interest
|
18
|
|
|
22
|
|
Unamortized premium
|
2
|
|
|
2
|
|
Less: Unamortized financing costs
|
(15)
|
|
|
(16)
|
|
Carrying value of Senior Unsecured Notes
|
$
|
1,280
|
|
|
$
|
1,283
|
|
We recorded approximately $17 million in interest expense related to the Senior Unsecured Notes in the three months ended March 31, 2021 compared to approximately $7 million in the three months ended March 31, 2020.
Convertible Senior Notes
We have outstanding $294 million aggregate principal amount of convertible senior notes ("Convertible Senior Notes"), including $144 million of principal amount convertible senior notes due August 15, 2023 issued in August 2020 at a stated interest rate of 0%. Holders may convert any of their Convertible Senior Notes into shares of our common stock at the applicable conversion ratio at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, unless the Convertible Senior Notes have been previously redeemed or repurchased by us.
The following are summarized terms of the Convertible Senior Notes as of March 31, 2021:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Principal Amount
|
Maturity Date
|
Stated Interest Rate
|
Interest Payment Dates
|
Conversion Ratio
|
Conversion Price
|
Issuable Shares
|
Dividend Threshold Amount (1)
|
|
(in millions)
|
|
|
|
|
|
(in millions)
|
|
2022 Convertible Senior Notes
|
$
|
150
|
|
September 1,
2022
|
4.125
|
%
|
March 1 and September 1
|
36.7825
|
$27.19
|
5.5
|
$0.33
|
2023 Convertible Senior Notes
|
144
|
|
August 15,
2023
|
0.000
|
%
|
N/A
|
20.6779
|
$48.36
|
3.0
|
$0.34
|
(1)The conversion ratio is subject to adjustment for dividends declared above these amounts per share per quarter and certain other events that may be dilutive to the holder.
For both the 2022 Convertible Senior Notes and the 2023 Convertible Senior Notes, following the occurrence of a make-whole fundamental change, we will, in certain circumstances, increase the conversion rate for a holder that converts its convertible notes in connection with such make-whole fundamental change. There are no cash settlement provisions in the convertible notes and the conversion option can only be settled through physical delivery of our common stock. Additionally, upon the occurrence of certain fundamental changes involving us, holders of the convertible notes may require us to redeem all or a portion of their convertible notes for cash at a price of 100% of the principal amount outstanding, plus accrued and unpaid interest.
We have a redemption option to call the 2022 Convertible Senior Notes prior to maturity (i) on or after March 1, 2022 and (ii) at any time if such a redemption is deemed reasonably necessary to preserve our qualification as a REIT. The redemption price will be equal to the principal of the notes being redeemed, plus accrued and unpaid interest. In the event of redemption after March 1, 2022, there will be an additional make-whole premium paid to the holder of the redeemed notes unless the redemption is deemed reasonably necessary to preserve our qualification as a REIT. We may redeem the 2023 Convertible Senior Notes at any time only if such a redemption is deemed reasonably necessary to preserve our qualification as a REIT.
The following table presents a summary of the components of the Convertible Senior Notes:
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|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
|
December 31, 2020
|
|
(in millions)
|
Principal
|
$
|
294
|
|
|
$
|
294
|
|
Accrued interest
|
1
|
|
|
2
|
|
Less: Unamortized financing costs
|
(5)
|
|
|
(5)
|
|
Carrying value of Convertible Senior Notes
|
$
|
290
|
|
|
$
|
291
|
|
We recorded approximately $2 million in interest expense related to the Convertible Senior Notes in the each of three months ended March 31, 2021 and 2020, respectively.
9.Commitments and Contingencies
Litigation
The nature of our operations exposes us to the risk of claims and litigation in the normal course of our business. We are not currently subject to any legal proceedings that are probable of having a material adverse effect on our financial position, results of operations or cash flows.
Guarantees
In connection with some of our transactions, we have provided certain limited representations, warranties, covenants and/or provided an indemnity against certain losses resulting from our own actions, including related to certain investment tax credits. As of March 31, 2021, there have been no such actions resulting in claims against the Company.
We have made a guarantee related to the financing of one of our joint venture entities that owns debt securities of energy efficiency projects. The entity entered into a financing arrangement where we have guaranteed the obligations of the entity related to this financing, which includes collateral posting requirements as well as repayment of the financing at maturity in December 2021. As of March 31, 2021, our maximum obligation under this guarantee is approximately $60 million. We have executed a separate agreement with our joint venture partner pursuant to which it is liable for 15% of this obligation repayable to us.
COVID-19
The COVID-19 global pandemic has brought forth uncertainty and disruption to the global economy. As of March 31, 2021, we have not recorded any contingencies on our balance sheet related to COVID-19 with the exception of any allowances related to our receivables described in Note 6 to our financial statements in this Form 10-Q. To the extent COVID-19 continues to cause dislocations in the global economy, our financial condition, results of operations, and cash flows may be adversely impacted.
10. Income Tax
We recorded an income tax benefit (expense) of approximately $(7) million for the three months ended March 31, 2021 compared to a $(2) million income tax benefit (expense) in the three months ended March 31, 2020. For the three months ended March 31, 2021 and 2020, our income tax benefit/expense was determined using the federal tax rate of 21%, and combined state tax rates, net of federal benefit, of approximately 3% for 2021 and 4% for 2020.
11. Equity
Dividends and Distributions
Our board of directors declared the following dividends in 2020 and 2021:
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|
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|
|
|
|
|
|
Announced Date
|
|
Record Date
|
|
Pay Date
|
|
Amount per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/20/2020
|
|
4/2/2020
|
|
|
4/10/2020
|
|
$
|
0.34
|
|
6/5/2020
|
|
7/2/2020
|
|
|
7/9/2020
|
|
0.34
|
|
8/6/2020
|
|
10/2/2020
|
|
|
10/9/2020
|
|
0.34
|
|
11/5/2020
|
|
12/28/2020
|
(1)
|
|
01/8/2021
|
|
0.34
|
|
2/18/2021
|
|
04/5/2021
|
|
|
04/12/2021
|
|
0.35
|
|
(1) This dividend was treated as a distribution in 2021 for tax purposes.
Equity Offerings
We have an effective universal shelf registration statement registering the potential offer and sale, from time to time and in one or more offerings, of any combination of our common stock, preferred stock, depositary shares, debt securities, warrants and rights (collectively referred to as the “securities”). We may offer the securities directly, through agents, or to or through underwriters by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices and may include “at the market” (“ATM”) offerings to or through a market maker or into an existing trading market on an exchange or otherwise. We completed the following public offerings (including ATM issuances) of our common stock during 2021 and 2020:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date/Period
|
|
Common Stock Offerings
|
|
Shares Issued
|
|
Price Per Share
|
|
Net Proceeds (1)
|
|
|
|
|
(amounts in millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 2020
|
|
ATM
|
|
4.500
|
|
|
$
|
25.84
|
|
|
(2)
|
|
$
|
115
|
|
Q2 2020
|
|
ATM
|
|
1.938
|
|
|
23.10
|
|
|
(2)
|
|
44
|
|
Q3 2020
|
|
ATM
|
|
0.875
|
|
|
33.81
|
|
|
(2)
|
|
29
|
|
Q4 2020
|
|
ATM
|
|
2.204
|
|
50.35
|
|
|
(2)
|
|
110
|
|
Q1 2021
|
|
ATM
|
|
1.639
|
|
63.55
|
|
|
(2)
|
|
103
|
|
(1)Net proceeds from the offerings are shown after deducting underwriting discounts, commissions and other offering costs.
(2)Represents the average price per share at which investors in our ATM offerings purchased our shares.
Equity-based Compensation Awards under our 2013 Plan
We have issued equity awards that vest from 2022 to 2024 subject to service, performance and market conditions. During the three months ended March 31, 2021, our board of directors awarded employees and directors 69,823 shares of restricted stock, restricted stock units and LTIP Units that vest from 2022 to 2024. As of March 31, 2021, we have concluded that it is probable that the performance conditions will be met for previously issued restricted stock awards with performance conditions. Refer to Note 4 to our financial statements in this Form 10-Q for background on the LTIP Units.
For the three months ended March 31, 2021 we recorded $5 million compared to $4 million during the same period in 2020. Of the current period expense, $2 million is related to the acceleration of compensation expense related to an employee with a change in employment status. The total unrecognized compensation expense related to awards of shares of restricted stock and restricted stock units was approximately $11 million as of March 31, 2021. We expect to recognize compensation expense related to our equity awards over a weighted-average term of approximately 2 years. A summary of the unvested shares of restricted common stock that have been issued is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Shares of Common Stock
|
|
Weighted Average Grant Date Fair Value
|
|
Value
|
|
|
|
(per share)
|
|
(in millions)
|
Ending Balance — December 31, 2019
|
750,242
|
|
|
$
|
20.08
|
|
|
$
|
15.1
|
|
Granted
|
194,077
|
|
|
32.93
|
|
|
6.4
|
|
Vested
|
(576,880)
|
|
|
19.50
|
|
|
(11.3)
|
|
Forfeited
|
(262)
|
|
|
28.59
|
|
|
—
|
|
Ending Balance — December 31, 2020
|
367,177
|
|
|
$
|
27.77
|
|
|
$
|
10.2
|
|
Granted
|
52,397
|
|
|
61.58
|
|
|
3.2
|
|
Vested
|
(75,876)
|
|
|
20.47
|
|
|
(1.5)
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
Ending Balance — March 31, 2021
|
343,698
|
|
|
$
|
34.54
|
|
|
$
|
11.9
|
|
A summary of the unvested shares of restricted stock units that have market-based vesting conditions that have been issued is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Units (1)
|
|
Weighted Average Grant Date Fair Value
|
|
Value
|
|
|
|
(per share)
|
|
(in millions)
|
Ending Balance — December 31, 2019
|
435,578
|
|
|
$
|
20.12
|
|
|
$
|
8.8
|
|
Granted
|
23,342
|
|
|
27.18
|
|
|
0.6
|
|
Incremental performance shares granted
|
216,932
|
|
|
18.99
|
|
|
4.1
|
|
Vested
|
(439,986)
|
|
|
19.04
|
|
|
(8.4)
|
|
Forfeited
|
(266)
|
|
|
25.90
|
|
|
—
|
|
Ending Balance — December 31, 2020
|
235,600
|
|
|
$
|
21.78
|
|
|
$
|
5.1
|
|
Granted
|
17,426
|
|
|
71.23
|
|
|
1.2
|
|
Incremental performance shares granted
|
171,180
|
|
|
20.24
|
|
|
3.5
|
|
Vested
|
(342,360)
|
|
|
20.24
|
|
|
(6.9)
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
Ending Balance — March 31, 2021
|
81,846
|
|
|
$
|
35.52
|
|
|
$
|
2.9
|
|
(1) As discussed in Note 2 to our financial statements in this Form 10-Q, restricted stock units with market-based vesting conditions can vest between 0% and 200% subject to both the absolute performance of the Company's common stock as well as relative performance compared to a group of peers. The incremental performance shares granted relate to the vesting of an award at the 200% level.
A summary of the unvested LTIP Units that have time-based vesting conditions that have been issued is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTIP Units (1)
|
|
Weighted Average Grant Date Fair Value
|
|
Value
|
|
|
|
(per share)
|
|
(in millions)
|
Ending Balance — December 31, 2019
|
201,310
|
|
|
$
|
25.84
|
|
|
$
|
5.2
|
|
Granted
|
165,346
|
|
|
18.56
|
|
|
3.1
|
|
Vested
|
(80,974)
|
|
|
25.87
|
|
|
(2.1)
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
Ending Balance — December 31, 2020
|
285,682
|
|
|
$
|
21.62
|
|
|
$
|
6.2
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
Vested
|
(60,167)
|
|
|
25.82
|
|
|
(1.6)
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
Ending Balance — March 31, 2021
|
225,515
|
|
|
$
|
20.50
|
|
|
$
|
4.6
|
|
(1) See Note 4 to our financial statements in this Form 10-Q for information on the vesting of LTIP Units.
A summary of the unvested LTIP Units that have market-based vesting conditions that have been issued is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTIP Units (1)
|
|
Weighted Average Grant Date Fair Value
|
|
Value
|
|
|
|
(per share)
|
|
(in millions)
|
Ending Balance — December 31, 2019
|
180,500
|
|
|
$
|
26.70
|
|
|
$
|
4.8
|
|
Granted
|
132,204
|
|
|
12.25
|
|
|
1.6
|
|
Vested
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
Ending Balance — December 31, 2020
|
312,704
|
|
|
$
|
20.59
|
|
|
$
|
6.4
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
Vested
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
Ending Balance — March 31, 2021
|
312,704
|
|
|
$
|
20.59
|
|
|
$
|
6.4
|
|
(1) See Note 4 to our financial statements in this Form 10-Q for information on the vesting of LTIP Units. LTIP Units with market-based vesting conditions can vest between 0% and 200% subject to both the absolute performance of the Company's common stock as well as relative performance compared to a group of peers.
12.Earnings per Share of Common Stock
Both the net income or loss attributable to the non-controlling OP units and the non-controlling limited partners’ outstanding OP units have been excluded from the basic earnings per share and the diluted earnings per share calculations attributable to common stockholders. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are excluded from net income available to common shareholders in the computation of earnings per share pursuant to the two-class method. Certain share-based awards are included in the diluted share count to the extent they are dilutive as discussed in Note 2 to our financial statements in this Form 10-Q. To the extent our Senior Convertible Notes are dilutive under the if-converted method, we add back the interest expense to the numerator and include the weighted average shares of potential common stock over the period issuable upon conversion of the note in the denominator in calculating dilutive EPS as described in Note 2 to our financial statements in this Form 10-Q.
The computation of basic and diluted earnings per common share of common stock is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2021
|
|
2020
|
|
|
|
|
Numerator:
|
(in millions, except share and per share data)
|
Net income (loss) attributable to controlling stockholders and participating securities
|
$
|
51.0
|
|
|
$
|
24.3
|
|
|
|
|
|
Less: Dividends and distributions on participating securities
|
(0.3)
|
|
|
(0.3)
|
|
|
|
|
|
Less: Undistributed earnings attributable to participating securities
|
(0.1)
|
|
|
—
|
|
|
|
|
|
Net income (loss) attributable to controlling stockholders — basic
|
50.6
|
|
|
24.0
|
|
|
|
|
|
Add: Interest expense related to convertible notes under the if-converted method
|
2.1
|
|
|
1.8
|
|
|
|
|
|
Add: Undistributed earnings attributable to participating securities
|
0.1
|
|
|
—
|
|
|
|
|
|
Net income (loss) attributable to controlling stockholders — dilutive
|
$
|
52.8
|
|
|
$
|
25.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
Weighted-average number of common shares — basic
|
77,493,021
|
|
|
67,172,104
|
|
|
|
|
|
Weighted-average number of common shares — diluted
|
86,866,581
|
|
|
73,140,922
|
|
|
|
|
|
Basic earnings per common share
|
$
|
0.65
|
|
|
$
|
0.36
|
|
|
|
|
|
Diluted earnings per common share
|
$
|
0.61
|
|
|
$
|
0.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities being allocated a portion of earnings:
|
|
|
|
|
|
|
|
Weighted-average number of OP units
|
323,527
|
|
|
281,903
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2021
|
|
As of March 31, 2020
|
|
|
|
|
Participating securities:
|
|
|
|
|
|
|
|
Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions outstanding at period end
|
569,213
|
|
|
660,880
|
|
|
|
|
|
Potentially dilutive securities as of period end:
|
|
|
|
|
|
|
|
Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions
|
569,213
|
|
|
660,880
|
|
|
|
|
|
Restricted stock units
|
81,846
|
|
|
241,988
|
|
|
|
|
|
LTIP Units with market-based vesting conditions
|
312,704
|
|
|
180,500
|
|
|
|
|
|
Potential shares of common stock related to convertible notes
|
8,487,800
|
|
|
5,510,499
|
|
|
|
|
|
13. Equity Method Investments
We have non-controlling unconsolidated equity investments in renewable energy and energy efficiency projects as well as in a joint venture that owns land with long-term triple net lease agreements to several solar projects. We recognized income (loss) from our equity method investments of approximately $54 million and $17 million during the three months ended March 31, 2021 and March 31, 2020, respectively.
We describe our accounting for non-controlling equity investments in Note 2 to our financial statements in this Form 10-Q.The following is a summary of the consolidated financial position and results of operations of the significant entities accounted for using the equity method.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SunStrong Capital Holdings LLC
|
|
Rosie Target Co, LLC (1)
|
|
Jupiter Equity Holdings LLC
|
|
Vivint Solar Asset 3 Holdco Parent LLC
|
|
Other Investments (2)
|
|
Total
|
|
(in millions)
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
Current assets
|
$
|
92
|
|
|
$
|
25
|
|
|
$
|
284
|
|
|
$
|
86
|
|
|
$
|
241
|
|
|
$
|
728
|
|
Total assets
|
1,532
|
|
|
298
|
|
|
3,136
|
|
|
303
|
|
|
4,969
|
|
|
10,238
|
|
Current liabilities
|
48
|
|
|
19
|
|
|
263
|
|
|
3
|
|
|
335
|
|
|
668
|
|
Total liabilities
|
1,217
|
|
|
118
|
|
|
504
|
|
|
139
|
|
|
2,123
|
|
|
4,101
|
|
Members' equity
|
315
|
|
|
180
|
|
|
2,632
|
|
|
164
|
|
|
2,846
|
|
|
6,137
|
|
As of December 31, 2019
|
Current assets
|
99
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
254
|
|
|
396
|
|
Total assets
|
1,335
|
|
|
87
|
|
|
456
|
|
|
—
|
|
|
3,186
|
|
|
5,064
|
|
Current liabilities
|
54
|
|
|
42
|
|
|
29
|
|
|
—
|
|
|
143
|
|
|
268
|
|
Total liabilities
|
1,010
|
|
|
82
|
|
|
55
|
|
|
—
|
|
|
896
|
|
|
2,043
|
|
Members' equity
|
325
|
|
|
5
|
|
|
401
|
|
|
—
|
|
|
2,290
|
|
|
3,021
|
|
Income Statement
|
|
|
|
|
|
|
|
|
|
|
|
For the twelve months ended December 31, 2020
|
Revenue
|
127
|
|
|
1
|
|
|
(14)
|
|
|
2
|
|
|
254
|
|
|
370
|
|
Income (loss) from continuing operations
|
(8)
|
|
|
(5)
|
|
|
(72)
|
|
|
(2)
|
|
|
(152)
|
|
|
(239)
|
|
Net income (loss)
|
(8)
|
|
|
(5)
|
|
|
(72)
|
|
|
(2)
|
|
|
(152)
|
|
|
(239)
|
|
For the twelve months ended December 31, 2019
|
Revenue
|
102
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
156
|
|
|
273
|
|
Income (loss) from continuing operations
|
(16)
|
|
|
—
|
|
|
(10)
|
|
|
—
|
|
|
(71)
|
|
|
(97)
|
|
Net income (loss)
|
(16)
|
|
|
—
|
|
|
(10)
|
|
|
—
|
|
|
(71)
|
|
|
(97)
|
|
(1) Component of the Lighthouse Partnerships described in Note 6 to our financial statements in this Form 10-Q.
(2) Represents aggregated financial statement information for investments not separately presented.