NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2022
1.The Company
Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company”) invests in climate solutions by providing capital to 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 includes:
•equity investments in either preferred or common structures in unconsolidated entities which own renewable energy or energy efficiency projects;
•commercial and government receivables, such as loans for renewable energy and energy efficiency projects;
•real estate, such as land or other assets leased for use by climate solutions 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, short-term commercial paper issuances, revolving credit facilities, issuances of unsecured debt, asset-backed securitization transactions, convertible securities, 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.
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 Investment Company Act of 1940 (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, 2021, 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- and nine- month periods ended September 30, 2022 and 2021, 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 on an ongoing basis whether we should consolidate these entities. We have established various special purpose entities or securitization trusts for the purpose of securitizing certain assets that 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 assets 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 typically limited to their recorded values. However, we may provide financial commitments to these VIEs or guarantees of certain of their obligations. Certain other entities in which we have equity investments have been assessed to be voting interest entities and are not consolidated as we exert significant influence rather than control through our ownership of voting interests, and accordingly we account for them as equity method investments described below.
Equity Method Investments
We have made equity investments in various climate solutions projects, typically in structures where we have a preferred return position. 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 that 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 common equity investors, often the operator of the project, receive a larger portion of the cash flows, with the previously preferred investors retaining an on-going residual interest.
Our equity investments in climate solutions 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 that 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 reported 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”). Our exposure to loss in these investments is limited to the amount of our equity investment, as well as receivables from or guarantees made to the same investee.
Any difference between the amount of our investment and the amount of underlying equity in net assets at the time of our investment 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 the current carrying value of 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 in the near term. First, we consider both qualitative and quantitative indicators whether there may be loss in investment value below carrying value. After considering the weight of available evidence, if it is determined that there is an indication of loss in investment value, we will perform a fair value analysis. If the resulting fair value is less than the carrying value, we will determine if this loss in value is OTTI, with any OTTI recognized through the income statement as an impairment. 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.
Commercial and Government Receivables
Commercial and government 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 are subordinate to preferred investors in a project who are allocated the majority of the project’s cash in the early years of the investment, so accordingly these investments may include the ability to defer scheduled interest payments in exchange for increasing the receivable balance. 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. The change in PIK in any period is included in the Change in accrued interest on receivables and investments line in the operating section of our statement of cash flows.
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, which may include 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 climate solutions 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 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 that 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 that 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 similar to available-for-sale debt securities and carried at fair value. Changes in fair value are recorded in AOCI. Income related to the residual assets is recognized using the effective interest rate method and included in fee income in our income statement. Our residual assets are evaluated for impairment on a quarterly basis. A residual asset is impaired if its fair value is less than its carrying value. The credit component of impairments, if any, are recognized by recording an allowance against the amortized cost of the asset. For changes in expected cash flows, we 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 our 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 and exchangeable senior notes (together, “Convertible 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 or exchangeable debt instruments are generally required to separately account for the conversion or exchange option of the 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 our conversion and exchange options are 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 or exchange options. 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. If converted or exchanged, the carrying value of each Convertible Note is reclassified into stockholders’ equity.
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”) that are taxed separately, and that 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, 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. In 2022, our board of directors approved the 2022 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan (“the 2022 Plan”), which was subsequently approved by shareholders at our 2022 annual meeting of stockholders, for the purpose of continuing to provide equity-based incentive compensation to members of our senior management team, our independent directors, employees, advisers, consultants and other personnel. 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 the 2022 Plan. Certain awards earned under each 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, income or gain must be allocated by our Operating Partnership to certain LTIP units issued by our Operating Partnership so that the capital accounts of such units are equalized with the capital accounts of other holders of OP units before parity is reached and LTIP units can be converted to limited partnership units.
We record compensation expense for grants made under the plans 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.
In the second quarter of 2022, our Board approved a retirement policy that provides for full vesting at retirement of any time-based awards that were granted prior to the date of retirement and permits the vesting of performance-based awards that were granted prior to the date of retirement according to the original vesting schedule of the award, subject to the achievement of the applicable performance measures and without the requirement for continued employment. Employees are eligible for the retirement policy upon meeting age and years of service criteria. We record compensation expense for unvested grants through
the date in which an employee meets the retirement criteria. At implementation of this policy, we recorded compensation expense of $9 million to reflect unvested grants of employees who meet the retirement eligibility criteria.
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, if applicable) by the weighted-average number of shares of common stock outstanding during the period excluding the weighted average number of unvested grants, if applicable (“participating securities” as defined in Note 12 to our financial statements in 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, 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, which 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 or exchange 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 climate solutions 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 November 8, 2022, and effective after September 30, 2022, 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 September 30, 2022 and December 31, 2021, 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 values for our Level 3 measurements are 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.
| | | | | | | | | | | | | | | | | |
| As of September 30, 2022 |
| Fair Value | | Carrying Value | | Level |
| (in millions) | | |
Assets | | | | | |
Commercial receivables | $ | 1,526 | | | $ | 1,511 | | | Level 3 |
Government receivables | 93 | | | 103 | | | Level 3 |
Receivables held-for-sale | 21 | | | 17 | | | Level 3 |
Investments (1) | 11 | | | 11 | | | Level 3 |
Securitization residual assets (2) | 178 | | | 178 | | | Level 3 |
| | | | | |
Liabilities (3) | | | | | |
Credit facilities | $ | 101 | | | $ | 101 | | | Level 3 |
Commercial paper notes | 100 | | | 100 | | | Level 3 |
Non-recourse debt | 370 | | | 418 | | | Level 3 |
Senior unsecured notes | 1,479 | | | 1,795 | | | Level 2 |
Convertible Notes: | | | | | |
2023 Convertible Senior Notes | 132 | | | 144 | | | Level 2 |
2025 Exchangeable Senior Notes | 177 | | | 203 | | | Level 2 |
Total Convertible Notes | 309 | | | 347 | | | |
| | | | | |
(1)The amortized cost of our investments as of September 30, 2022, was $12 million.
(2)Included in securitization assets on the consolidated balance sheet. The amortized cost of our securitization residual assets as of September 30, 2022 was $218 million.
(3)Fair value and carrying value exclude unamortized financing costs.
| | | | | | | | | | | | | | | | | |
| As of December 31, 2021 |
| Fair Value | | Carrying Value | | Level |
| (in millions) | | |
Assets | | | | | |
Commercial receivables | $ | 1,433 | | | $ | 1,299 | | | Level 3 |
Government receivables | 137 | | | 125 | | | Level 3 |
Receivables held-for-sale | 32 | | | 22 | | | Level 3 |
Investments (1) | 18 | | | 18 | | | Level 3 |
Securitization residual assets (2) | 210 | | | 210 | | | Level 3 |
Liabilities (3) | | | | | |
Credit facilities | $ | 100 | | | $ | 100 | | | Level 3 |
Commercial paper notes | 50 | | | 50 | | | Level 3 |
Non-recourse debt | 476 | | | 440 | | | Level 3 |
Senior unsecured notes | 1,823 | | | 1,784 | | | Level 2 |
Convertible Notes: | | | | | |
2022 Convertible Senior Notes | 16 | | | 8 | | | Level 2 |
2023 Convertible Senior Notes | 170 | | | 144 | | | Level 2 |
Total Convertible Notes | 186 | | | 152 | | | |
(1) The amortized cost of our investments as of December 31, 2021, was $17 million.
(2) Included in securitization assets on the consolidated balance sheet. The amortized cost of our securitization residual assets as of December 31, 2021 was $194 million.
(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 September 30, | | For the nine months ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| (in millions) |
Balance, beginning of period | $ | 12 | | | $ | 18 | | | $ | 18 | | | $ | 55 | |
Purchases of investments | — | | | — | | | 2 | | | 5 | |
| | | | | | | |
Sale of investments | — | | | — | | | (7) | | | (38) | |
| | | | | | | |
Unrealized gains (losses) on investments recorded in OCI | (1) | | | — | | | (2) | | | (4) | |
Balance, end of period | $ | 11 | | | $ | 18 | | | $ | 11 | | | $ | 18 | |
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) |
September 30, 2022 | $ | 5 | | | $ | 6 | | | $ | 0.6 | | | $ | 0.9 | |
December 31, 2021 | 7 | | | — | | | 0.1 | | | — | |
(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 risk-free rate and add a range of interest rate spreads based upon transactions involving similar assets of approximately 1% to 3% as of September 30, 2022, and 1% to 4% as of December 31, 2021. The weighted average discount rates used to determine the fair value of our investments as of September 30, 2022 and December 31, 2021 were 6.1% and 3.6%, 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, with changes in fair value recorded through AOCI:
| | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended September 30, | | For the nine months ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| (in millions) |
Balance, beginning of period | $ | 178 | | | $ | 188 | | | $ | 210 | | | $ | 159 | |
Accretion of securitization residual assets | 4 | | | 2 | | | 9 | | | 6 |
Additions to securitization residual assets | 10 | | | 11 | | | 25 | | | 45 | |
Collections of securitization residual assets | (2) | | | (2) | | | (10) | | | (8) | |
| | | | | | | |
Unrealized gains (losses) on securitization residual assets recorded in OCI | (12) | | | (1) | | | (56) | | | (4) | |
Balance, end of period | $ | 178 | | | $ | 198 | | | $ | 178 | | | $ | 198 | |
In determining the fair value of our securitization residual assets, we used a risk-free rate and add a range of interest rate spreads of approximately 1% to 6% based upon transactions involving similar assets as of September 30, 2022 and December 31, 2021. The weighted average discount rates used to determine the fair value of our securitization residual assets as of September 30, 2022 and December 31, 2021 were 6.8% and 4.3%, respectively. The difference between fair value and amortized cost is due to interest rate movements, and no securitization residual assets have been in a material loss position for more than 12 months. Losses are due to interest rate movements, and we have the intent and ability to hold these assets until a recovery of fair value.
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, if any, 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
Commercial and governmental receivables, real estate leases and debt investments consist primarily of receivables from various projects, U.S. federal government-backed receivables, and investment grade state and local government receivables and do not, in our view, represent a significant concentration of credit risk given the large number of diverse offtakers and other obligors of the projects. 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:
| | | | | | | | | | | |
| September 30, 2022 | | December 31, 2021 |
| (in millions) |
Cash deposits | $ | 273 | | | $ | 226 | |
Restricted cash deposits (included in other assets) | 25 | | | 25 | |
Total cash deposits | $ | 298 | | | $ | 251 | |
Amount of cash deposits in excess of amounts federally insured | $ | 296 | | | $ | 249 | |
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 not held by us represent approximately 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 redeemed by non-controlling interest holders during the nine months ended September 30, 2022 or September 30, 2021.
We have also granted to members of our leadership team and directors LTIP Units pursuant to our equity incentive plans. LTIP Units issued to employees 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 nine months ended September 30, |
| 2022 | | 2021 |
| (in millions) |
Gains on securitizations | $ | 51 | | | $ | 55 | |
Cost of financial assets securitized | 454 | | | 665 | |
Proceeds from securitizations | 505 | | | 720 | |
Residual and servicing assets | 178 | | | 204 | |
Cash received from residual and servicing assets | 11 | | | 9 | |
In connection with securitization transactions, we typically retain servicing responsibilities and residual assets. We generally receive annual servicing fees that are typically up to 0.25% of the outstanding balance. We may periodically make servicer advances that are subject to credit risk. Included in securitization assets in our consolidated balance sheets are our servicing assets at amortized cost and our residual assets at fair value. 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 these residual interests in the trusts’ assets, the investors and the securitization trusts have no recourse to our other 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 all-in discount rate ranged from 4% to 6% for the nine months ended September 30, 2022.
As of September 30, 2022 and December 31, 2021, our managed assets totaled $9.4 billion and $8.8 billion, respectively, of which $5.5 billion and $5.2 billion, respectively, were securitized assets held in unconsolidated securitization trusts. There were no securitization credit losses in the nine months ended September 30, 2022 or September 30, 2021. As of September 30, 2022, 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 the source of cash flows of $95 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 September 30, 2022, our Portfolio included approximately $3.9 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 which may include 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 climate solutions 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 September 30, 2022, which is assessed quarterly:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Performance | | | | |
| 1 (1) | | | | 2 (2) | | | | 3 (3) | | Total |
| Government | | Commercial | | | | Commercial | | | | Commercial | | |
Receivable vintage (4) | (dollars in millions) |
2022 | $ | — | | | $ | 270 | | | | | $ | — | | | | | $ | — | | | $ | 270 | |
2021 | — | | | 281 | | | | | — | | | | | — | | | 281 | |
2020 | — | | | 164 | | | | | — | | | | | — | | | 164 | |
2019 | — | | | 451 | | | | | — | | | | | 2 | | | 453 | |
2018 | — | | | 267 | | | | | — | | | | | — | | | 267 | |
2017 | 24 | | | 1 | | | | | — | | | | | 9 | | | 34 | |
Prior to 2017 | 79 | | | 100 | | | | | — | | | | | — | | | 179 | |
Total receivables | 103 | | | 1,534 | | | | | — | | | | | 11 | | | 1,648 | |
Less: Allowance for loss on receivables | — | | | (29) | | | | | — | | | | | (5) | | | (34) | |
Net receivables (5) | 103 | | | 1,505 | | | | | — | | | | | 6 | | | 1,614 | |
Receivables held-for-sale | — | | | 17 | | | | | — | | | | | — | | | 17 | |
Investments | 2 | | | 9 | | | | | — | | | | | — | | | 11 | |
Real estate | — | | | 358 | | | | | — | | | | | — | | | 358 | |
Equity method investments (6) | — | | | 1,900 | | | | | 22 | | | | | — | | | 1,922 | |
Total | $ | 105 | | | $ | 3,789 | | | | | $ | 22 | | | | | $ | 6 | | | $ | 3,922 | |
Percent of Portfolio | 3 | % | | 96 | % | | | | 1 | % | | | | — | % | | 100 | % |
Average remaining balance (7) | $ | 5 | | | $ | 11 | | | | | $ | 11 | | | | | $ | 11 | | | $ | 11 | |
(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. Loans in this category are placed on non-accrual status. In the second quarter of 2022, we moved to this category from Category 2 $11 million of loans we had made in a new market venture where the performance has not met expectations.
Previously included in this category were two commercial receivables with a combined total carrying value of approximately $8 million which were assignments of land lease payments from two wind projects that we had originated in 2014. In 2017, the operator of the projects terminated the lease, at which time we filed a legal claim and placed these assets on non-accrual status. In 2019, we received a court decision indicating that the owners of the projects were within their rights under the contract terms to terminate the lease which impacts the land lease assignments to us, at which time we reserved the receivables for their full carrying amount. In the second quarter of 2022, we received a court decision indicating that our appeal was not successful, and accordingly we wrote off the full amount of the receivable.
(4)Receivable vintage refers to the period in which in which the relevant loan agreement is signed, and a given vintage may contain loan advances made in subsequent periods to the loan agreement.
(5)Total reconciles to the total of the government receivables and commercial receivables lines of the consolidated balance sheets.
(6)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.
(7)Average remaining balance is calculated gross of allowance for loss on receivables and excludes approximately 227 transactions each with outstanding balances that are less than $1 million and that in the aggregate total $67 million.
Receivables
As of September 30, 2022, our allowance for loan losses was $34 million based on our expectation of credit losses over the lives of the receivables in our portfolio. During the three months ended September 30, 2022, we decreased our reserve by approximately $3 million due to improved outlook on loans in our portfolio, offset partially by reserves on new loans and loan commitments made during the period. During the nine months ended September 30, 2022, we recorded a provision of $6 million driven primarily by reserves on new loans and loan commitments made during the period, as well as an incremental reserve recorded on existing loans.
Below is a summary of the carrying value, loan funding commitments, and allowance by type of receivable or “Portfolio Segment”, as defined by Topic 326, as of September 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2022 | | December 31, 2021 |
| Gross Carrying Value | | Loan Funding Commitments | | Allowance | | Gross Carrying Value | | Loan Funding Commitments | | Allowance |
| (in millions) |
| | | | | | | | | | | |
Commercial (1) | 1,545 | | | 166 | | | 34 | | | 1,335 | | | 184 | | | 36 | |
Government (2) | $ | 103 | | | $ | — | | | $ | — | | | $ | 125 | | | $ | — | | | $ | — | |
Total | $ | 1,648 | | | $ | 166 | | | $ | 34 | | | $ | 1,460 | | | $ | 184 | | | $ | 36 | |
(1)As of September 30, 2022, this category of assets includes $1.0 billion 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. This total also includes $47 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 climate solutions 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 the $11 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 $29 million allowance on these $1.5 billion in assets as a result of lower probability assumptions utilized in our allowance methodology.
(2)As of September 30, 2022, our government receivables include $13 million of U.S. federal government transactions and $90 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.
The following table reconciles our beginning and ending allowance for loss on receivables by Portfolio Segment:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, 2022 | | Three months ended September 30, 2021 |
| Government | | Commercial | | Government | | Commercial |
| (in millions) |
Beginning balance | $ | — | | | $ | 37 | | | $ | — | | | $ | 37 | |
Provision for loss on receivables | — | | | (3) | | | — | | | 2 | |
| | | | | | | |
Write-off of allowance | — | | | — | | | — | | | — | |
| | | | | | | |
Ending balance | $ | — | | | $ | 34 | | | $ | — | | | $ | 39 | |
| | | | | | | |
| Nine months ended September 30, 2022 | | Nine months ended September 30, 2021 |
| Government | | Commercial | | Government | | Commercial |
| (in millions) |
Beginning balance | $ | — | | | $ | 36 | | | $ | — | | | $ | 36 | |
Provision for loss on receivables | — | | | 6 | | | — | | | 3 | |
| | | | | | | |
Write-off of allowance | — | | | (8) | | | — | | | — | |
| | | | | | | |
Ending balance | $ | — | | | $ | 34 | | | $ | — | | | $ | 39 | |
Other than the $11 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 September 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Less than 1 year | | 1-5 years | | 5-10 years | | More than 10 years |
| (dollars in millions) |
Maturities by period (excluding allowance) | $ | 1,648 | | | $ | 1 | | | $ | 51 | | | $ | 762 | | | $ | 834 | |
Weighted average yield by period | 8.1 | % | | 3.3 | % | | 5.2 | % | | 8.2 | % | | 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 September 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Less than 1 year | | 1-5 years | | 5-10 years | | More than 10 years |
| (dollars in millions) |
Maturities by period | $ | 11 | | | $ | — | | | $ | — | | | $ | — | | | $ | 11 | |
Weighted average yield by period | 4.7 | % | | — | % | | — | % | | — | % | | 4.7 | % |
We had no investments that were impaired or on non-accrual status as of September 30, 2022 or December 31, 2021, 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 2058 under the initial terms and 2047 and 2080 if all renewals are exercised. The components of our real estate portfolio as of September 30, 2022 and December 31, 2021, were as follows:
| | | | | | | | | | | |
| September 30, 2022 | | December 31, 2021 |
| (in millions) |
Real estate | | | |
Land | $ | 275 | | | $ | 269 | |
Lease intangibles | 103 | | | 104 | |
Accumulated amortization of lease intangibles | (20) | | | (17) | |
Real estate | $ | 358 | | | $ | 356 | |
As of September 30, 2022, 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 October 1, 2022 to December 31, 2022 | $ | 1 | | | $ | 5 | |
2023 | 3 | | | 24 | |
2024 | 3 | | | 24 | |
2025 | 3 | | | 24 | |
2026 | 3 | | | 25 | |
2027 | 3 | | | 25 | |
Thereafter | 67 | | | 713 | |
Total | $ | 83 | | | $ | 840 | |
Equity Method Investments
We have made non-controlling equity investments in a number of climate solutions 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 September 30, 2022, we held the following equity method investments:
| | | | | | | | | | | | | | |
Investment Date | | Investee | | Carrying Value |
| | | | (in millions) |
Various | | Jupiter Equity Holdings LLC | | $ | 539 | |
Various | | Lighthouse Partnerships (1) | | 395 | |
Various | | Phase V Class A LLC | | 191 | |
March 2020 | | University of Iowa Energy Collaborative Holdings LLC | | 128 | |
Various | | Vivint Solar Asset 3 HoldCo Parent, LLC | | 110 | |
| | | | |
| | | | |
| | | | |
| | | | |
Various | | Other investees | | 559 | |
| | Total equity method investments | | $ | 1,922 | |
(1) Represents the total of three equity investments in a portfolio of renewable assets.
Jupiter Equity Holdings LLC
We have a preferred equity interest in Jupiter Equity Holdings LLC (“Jupiter”) that owns nine operating onshore wind projects and four operating utility-scale solar projects with an aggregate capacity of approximately 2.3 gigawatts. As of September 30, 2022, we have made capital contributions to Jupiter of approximately $536 million related to these projects reflecting final funding true-ups after all projects reached substantial completion. The projects 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 on 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
We have entered into certain agreements relating to the acquisition, ownership and management of approximately $870 million in preferred cash equity investments in four 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 $423 million through September 30, 2022, and additional investments are expected to be made 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.
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 of our 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 of the Renewables Portfolio 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.
Related Party Transactions
Of our commercial receivables, approximately $667 million are loans made to entities in which we also have non-controlling equity investments of approximately $162 million. These equity method investments are LLCs taxed as partnerships that we have entered into with various renewable energy project sponsors, such as SunPower Corporation. We negotiate the commercial terms of these loans with the other partner, and the assets against which the project sponsors are borrowing are contributed into the LLCs upon the execution of the loans. Our equity investments allow us to participate in the residual economics of those contributed assets alongside the other partner, and our rights under the project operating agreements do not allow us to make any significant unilateral decisions regarding the terms of the arrangement. Because the loans made to these entities are typically subordinate to senior debt and tax equity investors in the projects, these loans, which have maturities of over ten years, may accrue PIK interest in the early years of the project until sufficient cash flow is available for our interest payments. Any change in PIK interest is included in Change in accrued interest on receivables and investments in the operating section of our statement of cash flows. On a quarterly basis, we assess these loans for any impairment inclusive of any PIK interest accrued under CECL as discussed above under Receivables. We recorded approximately $14 million and $45 million in interest income inclusive of any PIK interest related to these loans in the three and nine months ended September 30, 2022, respectively, compared to $15 million and $39 million in the three and nine months ended September 30, 2021, respectively. In the nine months ended September 30, 2022 and 2021, we made $113 million and $237 million, respectively, of investments in these loans to related parties, and we collected $76 million and $38 million, respectively, of principal payments related to these loans. For the nine months ended September 30, 2022 and 2021, we collected $49 million and $38 million of cash related to interest income, including cash collections of amounts accrued in prior periods, respectively, which are reflected in cash flows from operating activities.
In the second quarter of 2022, as part of a purchase and sale agreement with an equity investee, we exchanged three performing loans for equity interests in the same project companies. The GAAP carrying value of the loans was $55 million, which were exchanged in a non-cash transaction for equity method investments with no gain or loss recognized at the time of exchange as calculated using discounted cash flows at a market interest rate.
7.Credit facilities and commercial paper notes
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 has a maximum outstanding principal amount of $100 million, and 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 September 30, 2022:
| | | | | | | | | | | |
| Rep-Based Facility | | Approval-Based Facility |
| (dollars in millions) |
Outstanding balance | $ | — | | | $ | 50 | |
Value of collateral pledged to credit facility | 10 | | | 102 | |
Available capacity based on pledged assets | 7 | | | 9 | |
Weighted average short-term borrowing rate | N/A | | 4.70 | % |
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.
We have approximately $1 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 September 30, 2022.
The Secured Credit Facilities also include customary events of default, including the existence of a default in more than 50% of the value 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 revolving credit facilities
In February 2022, we entered into a new $600 million unsecured revolving credit facility pursuant to a revolving credit agreement with a syndicate of lenders which matures in February 2025, replacing our then-existing $400 million unsecured revolving credit facility entered into in April 2021. As of September 30, 2022, the outstanding balance on this facility was $50 million, and it currently bears interest at a weighted average rate of 4.959%. We have approximately $3 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 revolving credit facility.
The unsecured revolving credit facility has a commitment fee based on our current credit rating and bears interest at a rate of SOFR or prime rate plus applicable margins based on our current credit rating, which may be adjusted downward up to 0.10% to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance, as measured by our CarbonCount© metric. As of the inception of the unsecured revolving credit facility, the applicable margins are 1.875% for SOFR-based loans and 0.875% for prime rate-based loans. The unsecured revolving credit facility has a commitment fee based on our current credit rating. 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 revolving credit facility, we have the ability to convert amounts borrowed into term loans for a fee equal to 1.875% of the term loan amounts.
CarbonCount Green Commercial Paper Note Program
In September 2021, we entered into an agreement allowing us to issue commercial paper notes, in amounts up to $100 million outstanding at any time. We obtained an irrevocable direct-pay letter of credit in an amount not to exceed $100 million from Bank of America, N.A, to support these obligations which expires in December 2022. Commercial paper notes will not be redeemable, will not be subject to voluntary prepayment and are not to exceed 397 days. An amount equal to the proceeds of our commercial paper notes are allocated to either the acquisition or refinance of, in whole or in part, eligible green projects, including assets that are neutral to negative on incremental carbon emissions. As of September 30, 2022, we have $100 million of commercial paper notes outstanding, maturing in the fourth quarter of 2022, which together bear an average total borrowing rate of 4.05%. An amount equal to the proceeds of these notes were allocated to the refinance of commercial paper notes issued in December 2021 as well as to additional investments in eligible green projects.
Green commercial paper notes will be issued at a discount based on market pricing, subject to broker fees of 0.10%. For issuance of the letter of credit, we will pay 0.95% on any drawn letter of credit amounts to Bank of America, N.A., and 0.40% on any unused letter of credit capacity. Fees paid on the drawn letters of credit may be reduced by up to 0.05% to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance as measured by our CarbonCount metric. As of September 30, 2022, we have less than $1 million of remaining unamortized financing costs associated with the commercial paper program and associated letter of credit 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 commercial paper program. The associated letter of credit 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 letter of credit also includes customary events of default and remedies.
8.Long-term Debt
Non-recourse debt
We have outstanding the following asset-backed non-recourse debt:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Outstanding Balance as of | | | | | | Anticipated Balance at Maturity | | Carrying Value of Assets Pledged as of | | |
| September 30, 2022 | | December 31, 2021 | | Interest Rate | | Maturity Date | | | September 30, 2022 | | December 31, 2021 | | Description of Assets Pledged |
| (dollars in millions) | | |
HASI Sustainable Yield Bond 2015-1A | $ | 74 | | | $ | 77 | | | 4.28% | | October 2034 | | $ | — | | | $ | 137 | | | $ | 139 | | | Receivables, real estate and real estate intangibles |
| | | | | | | | | | | | | | | |
HASI SYB Trust 2016-2 | 61 | | | 62 | | | 4.35% | | April 2037 | | — | | | 67 | | | 70 | | | Receivables |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
HASI SYB Trust 2017-1 | 143 | | | 146 | | | 3.86% | | March 2042 | | — | | | 231 | | | 208 | | | Receivables, real estate and real estate intangibles |
Lannie Mae Series 2019-1 | 91 | | | 93 | | | 3.68% | | January 2047 | | — | | | 120 | | | 110 | | | Receivables, real estate and real estate intangibles |
Other non-recourse debt (1) | 49 | | | 62 | | | 3.15% - 7.23% | | 2023 to 2032 | | 18 | | | 51 | | | 65 | | | Receivables |
Unamortized financing costs | (10) | | | (10) | | | | | | | | | | | | | |
Non-recourse debt (2) | $ | 408 | | | $ | 430 | | | | | | | | | | | | | |
(1)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.
(2)The total collateral pledged against our non-recourse debt was $606 million and $592 million as of September 30, 2022 and December 31, 2021, respectively. These amounts include $24 million and $19 million of restricted cash pledged for debt service payments as of September 30, 2022 and December 31, 2021, 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 were in compliance with all covenants as of September 30, 2022 and December 31, 2021.
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.
The stated minimum maturities of non-recourse debt as of September 30, 2022, were as follows:
| | | | | |
| Future minimum maturities |
| (in millions) |
October 1, 2022 to December 31, 2022 | $ | 11 | |
2023 | 25 | |
2024 | 28 | |
2025 | 25 | |
2026 | 24 | |
2027 | 33 | |
Thereafter | 272 | |
Total minimum maturities | $ | 418 | |
Unamortized financing costs | (10) | |
Total non-recourse debt | $ | 408 | |
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 climate solutions projects serving as collateral for certain of our non-recourse debt facilities, these additional cash flows may be 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 that 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 September 30, 2022 and December 31, 2021. The Senior Unsecured Notes impose certain requirements in the event that we merge with or sell substantially all of our assets to another entity. We allocate an amount equal to the net proceeds of our Senior Unsecured Notes to the acquisition or refinance of, in whole or in part, eligible green projects, including assets that 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) | | | | | | | | |
2025 Notes | $ | 400 | | | April 15, 2025 | | 6.00 | % | | April 15 and October 15th | | April 15, 2022 (1) |
2026 Notes | 1,000 | | | June 15, 2026 | | 3.38 | % | | June 15 and December 15 | | March 15, 2026 (1) |
2030 Notes | 375 | | (2) | September 15, 2030 | | 3.75 | % | | February 15th and August 15th | | September 15, 2022 (3) |
(1)Prior to this date, we may redeem, at our option, some or all of the 2025 Notes or 2026 Notes for the outstanding principal amount plus the applicable “make-whole” premium as defined in the indenture governing the 2025 Notes or 2026 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 2025 Notes or 2026 Notes in whole or in part at redemption prices defined in the indenture governing the 2025 Notes or 2026 Notes, plus accrued and unpaid interest though the redemption date.
(2)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%.
(3)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:
| | | | | | | | | | | |
| September 30, 2022 | | December 31, 2021 |
| (in millions) |
Principal | $ | 1,775 | | | $ | 1,775 | |
Accrued interest | 23 | | | 12 | |
Unamortized premium (discount) | (3) | | | (3) | |
Less: Unamortized financing costs | (18) | | | (21) | |
Carrying value of Senior Unsecured Notes | $ | 1,777 | | | $ | 1,763 | |
We recorded approximately $19 million and $58 million in interest expense related to the Senior Unsecured Notes in the three and nine months ended September 30, 2022, respectively, compared to approximately $19 million and $53 million in the three and nine months ended September 30, 2021, respectively.
Convertible Notes
We have outstanding $144 million aggregate principal amount of convertible senior notes and $200 million aggregate principal amount of exchangeable senior notes together “Convertible Notes”. Holders may convert or exchange any of their Convertible Notes into shares of our common stock at the applicable conversion or exchange ratio at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, unless the Convertible Notes have been previously redeemed or repurchased by us.
The following are summarized terms of the Convertible Notes as of September 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Outstanding Principal Amount | | Maturity Date | Stated Interest Rate | Interest Payment Dates | Conversion/Exchange Ratio | Conversion/Exchange Price | Issuable Shares | Dividend Threshold Amount (1) |
| (in millions) | | | | | | | (in millions) | |
2022 Convertible Senior Notes | $ | — | | (2) | September 1, 2022 | 4.125 | % | March 1 and September 1 | 36.8366 | $27.15 | — | $0.330 |
2023 Convertible Senior Notes | 144 | | | August 15, 2023 | 0.000 | % | N/A | 20.7278 | $48.24 | 3.0 | $0.340 |
2025 Exchangeable Senior Notes | 200 | | (3) | May 1, 2025 | 0.000 | % | N/A | 17.6873 | $56.54 | 3.5 | $0.375 |
(1)The conversion or exchange 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.
(2)During the nine months ended September 30, 2022, the $8 million in principal amount of 2022 Convertible Senior Notes which were outstanding as of December 31, 2021 were converted into 282,678 shares of common stock.
(3)The 2025 Exchangeable Senior Notes accrete to a premium at maturity equal to 3.25% per annum. The current balance including accreted premium is $203 million.
In March 2022, we exercised a redemption option to call the remaining outstanding $8.1 million principal amount of 2022 Convertible Senior Notes. $7.6 million principal amount of notes converted prior to the effectiveness of the redemption option, with the remaining notes being redeemed for cash of $0.5 million.
For 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 2023 Convertible Senior Notes may require us to redeem all or a portion of their notes for cash at a price of 100% of the principal amount outstanding, plus accrued and unpaid interest. 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.
In April 2022, certain of our TRS jointly issued $200 million of 0.00% Exchangeable Senior Notes due 2025 which are guaranteed by us and certain of our subsidiaries and may, under certain conditions, be exchangeable for our common stock. The notes accrete to a premium at maturity at an effective rate of 3.25% annually. Upon any exchange, holders will receive a number of shares of our common stock equal to the product of (i) the aggregate initial principal amount of the notes to be exchanged, divided by $1,000 and (ii) the applicable exchange rate, plus cash in lieu of fractional shares. We intend to allocate an amount equal to the net proceeds of this offering to the acquisition or refinancing of, in whole or in part, new and/or existing eligible green projects, which include assets that are neutral to negative on incremental carbon emissions.
The following table presents a summary of the components of our Convertible Notes:
| | | | | | | | | | | |
| September 30, 2022 | | December 31, 2021 |
| (in millions) |
Principal | $ | 344 | | | $ | 152 | |
Accrued interest | — | | | — | |
Premium | 3 | | | — | |
Less: Unamortized financing costs | (5) | | | (2) | |
Carrying value of Convertible Notes | $ | 342 | | | $ | 150 | |
We recorded approximately $2 million and $5 million in interest expense related to our Convertible Notes in the three and nine months ended September 30, 2022, respectively, compared to $2 million and $6 million for the three and nine months ended September 30, 2021, respectively.
CarbonCount Delayed Draw Term Loan Facility
On November 1, 2022, we entered into an unsecured term loan facility with a syndicate of banks that has aggregate lending commitments of $383 million, on which we can draw during the 90 days following the effective date of the facility. Drawn amounts under the term loan facility will bear interest at a rate of Term SOFR plus applicable margins based on our current credit rating, which may be adjusted downward up to 0.10% to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance, as measured by our CarbonCount© metric. As of the inception of the term loan facility, the applicable margin is 2.225%. The coupon on any drawn amounts will be reset at monthly, quarterly, or semi-annual intervals at our election. Interest is due and payable quarterly. Beginning six months after the effective date of the facility, 1.25% of the outstanding principal balance will be due quarterly. The term loan facility has a maturity date of October 31, 2025, and loans under the facility can be prepaid without penalty. We intend to allocate an amount equal to the net proceeds of this offering to the acquisition or refinancing of, in whole or in part, new and/or existing eligible green projects, which include assets that are neutral to negative on incremental carbon emissions.
The term loan 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 term loan facility also includes customary events of default and remedies.
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 and other commitments
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 September 30, 2022, there have been no such actions resulting in claims against the Company.
In the three months ended September 30, 2022, we made a guarantee related to the financing of three of our joint venture entities that owns debt securities of energy efficiency projects. We received $64 million of the proceeds of this financing arrangement, and in turn 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 February 2023. As of September 30, 2022, our maximum obligation under this guarantee is approximately $80 million. We believe the likelihood of having to perform under the guarantee is remote, have recorded no liability associated with this guarantee, and presently have not been required to post collateral as the assets of the joint venture entities are enough to support the financing obligation. 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 September 30, 2022, 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 (expense) benefit of approximately $(8) million and $(14) million for the three and nine months ended September 30, 2022, respectively, compared to a $1 million and $(12) million income tax (expense) benefit in the three and nine months ended September 30, 2021, respectively. For the three and nine months ended September 30, 2022 and 2021, our income tax (expense) benefit was determined using the federal tax rate of 21%, and combined state tax rates, net of federal benefit, of approximately 3% for 2022 and 2021.
11. Equity
Dividends and Distributions
Our board of directors declared the following dividends in 2021 and 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
Announced Date | | Record Date | | Pay Date | | Amount per share |
2/18/2021 | | 4/5/2021 | | | 4/12/2021 | | $ | 0.350 | |
5/4/2021 | | 7/2/2021 | | | 7/9/2021 | | $ | 0.350 | |
8/5/2021 | | 10/1/2021 | | | 10/8/2021 | | $ | 0.350 | |
11/4/2021 | | 12/28/2021 | (1) | | 01/11/2022 | | $ | 0.350 | |
2/17/2022 | | 04/4/2022 | | | 04/11/2022 | | $ | 0.375 | |
5/3/2022 | | 7/5/2022 | | | 7/12/2022 | | $ | 0.375 | |
8/4/2022 | | 10/4/2022 | | | 10/11/2022 | | $ | 0.375 | |
11/3/2022 | | 12/28/2022 | | | 01/6/2023 | | $ | 0.375 | |
(1) This dividend was treated as a distribution in 2022 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 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Date/Period | | Common Stock Offerings | | Shares Issued | | Price Per Share (2) | | Net Proceeds (1) |
| | | | (amounts in millions, except per share amounts) |
Q1 2021 | | ATM | | 1.639 | | | $ | 63.55 | | | | | $ | 103 | |
Q2 2021 | | None | | — | | | — | | | | | — | |
Q3 2021 | | ATM | | 0.857 | | | 57.56 | | | | | 49 | |
Q4 2021 | | ATM | | 0.830 | | | 59.82 | | | | | 49 | |
Q1 2022 | | ATM | | 1.050 | | | 48.14 | | | | | 50 | |
Q2 2022 | | ATM | | 0.731 | | | 38.91 | | | | | 28 | |
Q3 2022 | | ATM | | 1.346 | | 36.85 | | | | | 49 | |
(1)Net proceeds from the offerings are shown after deducting underwriting discounts and commissions.
(2)Represents the average price per share at which investors in our ATM offerings purchased our shares.
Equity-based Compensation Awards
We have issued equity awards that vest from 2023 to 2026 subject to service, performance and market conditions. During the nine months ended September 30, 2022, our board of directors awarded employees and directors 342,598 shares of restricted stock, restricted stock units and LTIP Units that vest from 2023 to 2026. Refer to Note 4 to our financial statements in this Form 10-Q for background on the LTIP Units.
For the three and nine months ended September 30, 2022 we recorded $2 million and $18 million of stock based compensation, respectively, compared to $4 million and $14 million during the three and nine months ended September 30, 2021. $9 million of the expense for the nine months ended September 30, 2022 is due to the acceleration of expense upon adoption of a retirement policy in the second quarter of 2022. The retirement policy provides for full vesting at retirement of any time-based awards that were granted prior to the date of retirement and permits the vesting of performance-based awards that were granted prior to the date of retirement according to the original vesting schedule of the award, subject to the achievement of the applicable performance measures. Employees are eligible for the retirement policy upon meeting age and years of service criteria. Upon adoption of the policy, we recognized any remaining unrecognized share based compensation expense for awards to employees who met the retirement criteria at the time of adoption and accelerated the recognition of expense for employees who will meet the criteria prior to the vesting of their existing awards. Of the prior-year nine-month period expense, $2 million is related to the acceleration of compensation expense related to an employee with a change in employment status that occurred in the first quarter of 2021. The total unrecognized compensation expense related to awards of shares of restricted stock and restricted stock units was approximately $14 million as of September 30, 2022. 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, 2020 | 367,177 | | | $ | 27.77 | | | $ | 10.2 | |
Granted | 80,887 | | | 59.41 | | | 4.8 | |
Vested | (250,758) | | | 29.22 | | | (7.3) | |
Forfeited | (3,757) | | | 51.43 | | | (0.2) | |
Ending Balance — December 31, 2021 | 193,549 | | | $ | 38.66 | | | $ | 7.5 | |
Granted | 30,911 | | | 46.55 | | | 1.4 | |
Vested | (93,646) | | | 46.46 | | | (4.3) | |
Forfeited | (1,985) | | | 46.24 | | | (0.1) | |
Ending Balance — September 30, 2022 | 128,829 | | | $ | 34.76 | | | $ | 4.5 | |
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, 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 | (3,480) | | | 39.92 | | | (0.1) | |
Ending Balance — December 31, 2021 | 78,366 | | | $ | 35.32 | | | $ | 2.8 | |
Granted | 24,790 | | | 58.77 | | | 1.5 | |
Incremental performance shares granted | 39,730 | | | 25.12 | | | 1.0 | |
Vested | (79,460) | | | 25.12 | | | (2.1) | |
Forfeited | (3,024) | | | 47.46 | | | (0.1) | |
Ending Balance — September 30, 2022 | 60,402 | | | $ | 51.05 | | | $ | 3.1 | |
(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, 2020 | 285,682 | | | $ | 21.62 | | | $ | 6.2 | |
Granted | 249,573 | | | 54.73 | | | 13.7 | |
Vested | (151,209) | | | 21.58 | | | (3.3) | |
Forfeited | — | | | — | | | — | |
Ending Balance — December 31, 2021 | 384,046 | | | $ | 43.15 | | | $ | 16.6 | |
Granted | 161,347 | | | 45.49 | | | 7.3 | |
Vested | (279,123) | | | 44.64 | | | (12.5) | |
Forfeited | (2,497) | | | 46.08 | | | (0.1) | |
Ending Balance — September 30, 2022 | 263,773 | | | $ | 42.97 | | | $ | 11.3 | |
(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, 2020 | 312,704 | | | $ | 20.59 | | | $ | 6.4 | |
Granted | 86,274 | | | 65.28 | | | 5.6 | |
Incremental performance shares granted | 51,500 | | | 21.09 | | | 1.1 | |
Vested | (103,000) | | | 21.09 | | | (2.1) | |
Forfeited | — | | | — | | | — | |
Ending Balance — December 31, 2021 | 347,478 | | | $ | 31.61 | | | $ | 11.0 | |
Granted | 125,550 | | | 54.77 | | | 6.9 | |
Incremental performance shares granted | 149,000 | | | 26.70 | | | 4.0 | |
Vested | (298,000) | | | 26.70 | | | (8.0) | |
Forfeited | — | | | — | | | — | |
Ending Balance — September 30, 2022 | 324,028 | | | $ | 42.84 | | | $ | 13.9 | |
(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. The incremental performance shares granted relate to the vesting of an award at the 200% level.
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 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 or exchange 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 September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Numerator: | (in millions, except share and per share data) |
Net income (loss) attributable to controlling stockholders and participating securities | $ | 34.5 | | | $ | (2.8) | | | $ | 61.4 | | | $ | 64.2 | |
Less: Dividends and distributions on participating securities | (0.1) | | | (0.2) | | | (0.5) | | | (0.7) | |
Less: Undistributed earnings attributable to participating securities | — | | | — | | | — | | | — | |
Net income (loss) attributable to controlling stockholders — basic | 34.4 | | | (3.0) | | | 60.9 | | | 63.5 | |
Add: Interest expense related to Convertible Notes under the if-converted method | 0.3 | | | — | | | 1.0 | | | 1.0 | |
Add: Undistributed earnings attributable to participating securities | — | | | — | | | — | | | — | |
Net income (loss) attributable to controlling stockholders — dilutive | $ | 34.7 | | | $ | (3.0) | | | $ | 61.9 | | | $ | 64.5 | |
| | | | | | | |
Denominator: | | | | | | | |
Weighted-average number of common shares — basic | 87,721,756 | | | 79,335,173 | | | 86,784,895 | | | 78,407,028 | |
Weighted-average number of common shares — diluted | 90,762,820 | | | 79,335,173 | | | 89,928,741 | | | 82,069,464 | |
Basic earnings per common share | $ | 0.39 | | | $ | (0.04) | | | $ | 0.70 | | | $ | 0.81 | |
Diluted earnings per common share | $ | 0.38 | | | $ | (0.04) | | | $ | 0.69 | | | $ | 0.79 | |
| | | | | | | |
Securities being allocated a portion of earnings: | | | | | | | |
Weighted-average number of OP units | 1,136,809 | | | 559,686 | | | 955,574 | | | 459,848 | |
| | | | | |
| As of September 30, 2022 | | As of September 30, 2021 | | | | |
Participating securities: | | | | | | | |
Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions outstanding at period end | 392,602 | | | 581,301 | | | | | |
Potentially dilutive securities as of period end: | | | | | | | |
Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions | 392,602 | | | 581,301 | | | | | |
Restricted stock units | 60,402 | | | 81,846 | | | | | |
LTIP Units with market-based vesting conditions | 324,028 | | | 347,478 | | | | | |
Potential shares of common stock related to Convertible Notes | 6,517,086 | | | 349,175 | | | | | |
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 $31 million and $59 million during the three and nine months ended September 30, 2022, respectively, compared to $(7) million and $70 million during the three and nine months ended September 30, 2021, respectively. Certain of our projects have incurred unrealized mark-to-market losses on energy hedges at the project level that do not qualify for hedge accounting. These unrealized mark-to-market losses, which resulted from rising energy prices, are recorded in the revenue line of the projects’ statements of operations. We describe our accounting for non-controlling equity investments in Note 2.
The following is a summary of the consolidated balance sheets and income statements of the entities in which we have a significant equity method investment. These amounts are presented on the underlying investees’ accounting basis. In certain instances, adjustment to these equity values may be necessary in order to reflect our basis in these investments. As described in Note 2, any difference between the amount of our investment and the amount of our share of underlying equity is generally amortized over the life of the assets and liabilities to which the differences relate.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Lighthouse Renewable HoldCo LLC | | Lighthouse Renewable HoldCo 2 LLC | | | | Phase V Class A LLC | | Vivint Solar Asset 3 Holdco Parent LLC | | Other Investments (1) | | Total |
| | (in millions) |
Balance Sheet | | | | | | | | | | | | | | | |
As of June 30, 2022 |
Current assets | | | $ | 39 | | | $ | 20 | | | | | $ | 63 | | | $ | 21 | | | $ | 596 | | | $ | 739 | |
Total assets | | | 828 | | | 425 | | | | | 276 | | | 397 | | | 10,663 | | | 12,589 | |
Current liabilities | | | 65 | | | 29 | | | | | 40 | | | 10 | | | 600 | | | 744 | |
Total liabilities | | | 315 | | | 134 | | | | | 50 | | | 378 | | | 4,905 | | | 5,782 | |
Members' equity | | | 513 | | | 291 | | | | | 226 | | | 19 | | | 5,758 | | | 6,807 | |
As of December 31, 2021 |
Current assets | | | 102 | | | 48 | | | | | 17 | | | 13 | | | 725 | | | 905 | |
Total assets | | | 750 | | | 472 | | | | | 198 | | | 384 | | | 10,264 | | | 12,068 | |
Current liabilities | | | 105 | | | 49 | | | | | 37 | | | 12 | | | 658 | | | 861 | |
Total liabilities | | | 211 | | | 130 | | | | | 43 | | | 379 | | | 4,400 | | | 5,163 | |
Members' equity | | | 539 | | | 342 | | | | | 155 | | | 5 | | | 5,864 | | | 6,905 | |
Income Statement | | | | | | | | | | | | | | | |
For the six months ended June 30, 2022 |
Revenue | | | (30) | | | (33) | | | | | 4 | | | 20 | | | 130 | | | 91 | |
Income (loss) from continuing operations | | | (53) | | | (51) | | | | | (1) | | | — | | | (237) | | | (342) | |
Net income (loss) | | | (53) | | | (51) | | | | | (1) | | | — | | | (237) | | | (342) | |
For the six months ended June 30, 2021 |
Revenue | | | (71) | | | — | | | | | 1 | | | 11 | | | 48 | | | (11) | |
Income (loss) from continuing operations | | | (88) | | | — | | | | | — | | | 4 | | | (286) | | | (370) | |
Net income (loss) | | | (88) | | | — | | | | | — | | | 4 | | | (286) | | | (370) | |
(1) Represents aggregated financial statement information for investments not separately presented.