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Share Name | Share Symbol | Market | Type |
---|---|---|---|
HA Sustainable Infrastructure Capital Inc | NYSE:HASI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 31.01 | 0 | 09:01:18 |
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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46-1347456
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1906 Towne Centre Blvd
Suite 370
Annapolis, MD
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21401
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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our expected returns and performance of our investments;
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•
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the state of government legislation, regulation and policies that support or enhance the economic feasibility of sustainable infrastructure projects, including energy efficiency and renewable energy projects and the general market demands for such projects;
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•
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market trends in our industry, energy markets, commodity prices, interest rates, the debt and lending markets or the general economy;
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•
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our business and investment strategy;
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•
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availability of opportunities to invest in projects that reduce greenhouse gas emissions or mitigate the impact of climate change including energy efficiency and renewable energy projects and our ability to complete potential new opportunities in our pipeline;
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•
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our relationships with originators, investors, market intermediaries and professional advisers;
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•
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competition from other providers of capital;
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•
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our or any other companies’ projected operating results;
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•
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actions and initiatives of the federal, state and local governments and changes to federal, state and local government policies, regulations, tax laws and rates and the execution and impact of these actions, initiatives and policies;
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•
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the state of the U.S. economy generally or in specific geographic regions, states or municipalities, economic trends and economic recoveries;
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•
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our ability to obtain and maintain financing arrangements on favorable terms, including securitizations;
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•
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general volatility of the securities markets in which we participate;
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•
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changes in the value of our assets, our portfolio of assets and our investment and underwriting process;
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•
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the impact of weather conditions, natural disasters, accidents or equipment failures or other events that disrupt the operation of our investments or negatively impact the value our assets;
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•
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rates of default or decreased recovery rates on our assets;
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•
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interest rate and maturity mismatches between our assets and any borrowings used to fund such assets;
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•
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changes in interest rates, including the flattening of the yield curve, and the market value of our assets and target assets;
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•
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changes in commodity prices, including continued low natural gas prices;
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•
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effects of hedging instruments on our assets or liabilities;
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•
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the degree to which our hedging strategies may or may not protect us from risks, such as interest rate volatility;
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•
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impact of and changes in accounting guidance and similar matters;
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•
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our ability to maintain our qualification as a real estate investment trust for U.S. federal income tax purposes (a “REIT”);
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•
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our ability to maintain our exemption from registration under the Investment Company Act of 1940, as amended (the “1940 Act”);
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•
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availability of and our ability to attract and retain qualified personnel;
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•
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estimates relating to our ability to generate sufficient cash in the future to operate our business and to make distributions to our stockholders; and
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•
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our understanding of our competition.
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Item 1.
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Business
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•
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More efficient technologies are more productive and thus should lead to higher economic returns;
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•
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Lower portfolio risk is inherent in a portfolio of smaller investments, generated by trends of increasing decentralization and digitalization of energy assets, compared to larger, centralized utility-scale investments;
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•
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Investing in assets aligned with scientific consensus and society’s general beliefs will reduce potential regulatory and social costs through better internalization of externalities; and
|
•
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Assets that reduce carbon emissions represent an embedded option that may increase in value if carbon regulations were to set a price on carbon emissions.
|
•
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Behind-The-Meter ("BTM")
: distributed building or facility projects, which reduce energy usage or cost through the use of solar generation and energy storage or energy efficient improvements including heating, ventilation and air conditioning systems (“HVAC”), lighting, energy controls, roofs, windows, building shells, and/or combined heat and power systems;
|
•
|
Grid Connected ("GC")
: projects that deploy cleaner energy sources, such as solar and wind to generate power where the off-taker or counterparty is part of the wholesale electric power grid; and
|
•
|
Other Sustainable Infrastructure:
upgraded transmission or distribution systems, water and storm water infrastructure, seismic retrofits and other projects, that improve water or energy efficiency, increase resiliency, positively impact the environment or more efficiently use natural resources.
|
•
|
Equity investments in either preferred or common structures in unconsolidated entities;
|
•
|
Government and commercial receivables or securities, such as loans for renewable energy and energy efficiency projects; and
|
•
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Real estate, such as land or other assets leased for use by sustainable infrastructure projects typically under long term leases.
|
•
|
our board of directors is not staggered, with each of our directors subject to re-election annually;
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•
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our board of directors has determined that six of our seven directors are independent for purposes of the New York Stock Exchange (“NYSE”) corporate governance listing standards and Rule 10A-3 under the Exchange Act;
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•
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two of our directors qualify as an “audit committee financial expert” as defined by the Securities and Exchange Commission (the “SEC”);
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•
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two of our directors are women, constituting 29% of the board, in furtherance of our board diversity policy;
|
•
|
our Corporate Governance Guidelines provide for a majority vote policy for the election of directors pursuant to which any nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation to our board of directors, which shall consider whether or not to accept such resignation;
|
•
|
we have established a target retirement age of 75 for our directors;
|
•
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we have an active stockholder outreach program, including providing stockholders the right to vote on the fairness of the remuneration of executives;
|
•
|
our Statement of Corporate Policy Regarding Equity Transaction prohibits our directors and officers from hedging our equity securities, holding such securities in a margin account or pledging such securities as collateral for a loan;
|
•
|
we adopted a Clawback Policy which provides for the possible recoupment of performance or incentive-based compensation in the event of an accounting restatement due to material noncompliance by us with any financial reporting requirements under the securities laws (other than due to a change in applicable accounting methods, rules or interpretations);
|
•
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we have opted out of the control share acquisition statute in the Maryland General Corporations Law (the “MGCL”) and have exempted, from the business combinations statute in the MGCL, transactions that are approved by our board of directors;
|
•
|
we do not have a stockholder rights plan; and
|
•
|
we have expanded the role of our Nominating, Governance and Corporate Responsibility Committee to also focus on directing the strategy and oversight of our ESG strategies, activities, policies and communications.
|
Item 1A.
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Risk Factors
|
•
|
subordinated and mezzanine debt and any equity investment we make in a project could be subject to further dilution as a result of the issuance of additional debt or equity interests and to serious risks because subordinated and mezzanine debt are subordinate to other indebtedness and in some cases, project tax equity, and equity interests are subordinate to all indebtedness (including trade creditors) and any senior securities in the event that the issuer is unable to meet its obligations or becomes subject to a bankruptcy process;
|
•
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to the extent that a project in which we invest requires additional capital and is unable to obtain it, we may not recover our investment; and
|
•
|
in some cases, subordinated and mezzanine debt will not pay current interest or principal or equity investments will not pay current dividends, and our ability to realize a return on our investment, as well as to recover our investment, will be dependent on the success of the project in which we invest. The project may face unanticipated costs or delays or may not generate projected cash flows which could lead to the project generating lower rates of return than we expected when we decided to fund the project. Further, many projects in which we make subordinated and mezzanine debt or equity investments will be subject to competitive risks and to volatility in commodity prices including the price of energy. Even if the project is successful, our ability to realize the value of our investment may be dependent on our ability to renew commercial contracts for a project or on the occurrence of a liquidity or other event.
|
•
|
lack of demand in areas where our properties are located;
|
•
|
inability to retain existing tenants and attract new tenants;
|
•
|
oversupply of space and changes in market rental rates;
|
•
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our tenants’ creditworthiness and ability to pay rent, which may be affected by their operations, the current economic situation and competition within their industries from other operators;
|
•
|
defaults by and bankruptcies of tenants, failure of tenants to pay rent on a timely basis, or failure of tenants to comply with their contractual obligations;
|
•
|
economic or physical decline of the areas where the properties are located; and
|
•
|
destruction from natural disasters.
|
•
|
incur or guarantee additional debt;
|
•
|
make certain investments, originations or acquisitions;
|
•
|
make distributions on or repurchase or redeem capital stock;
|
•
|
engage in mergers or consolidations;
|
•
|
reduce liquidity below certain levels;
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•
|
grant liens;
|
•
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have a tangible net worth below a defined threshold;
|
•
|
incur operating losses for more than a specified period; and
|
•
|
enter into transactions with affiliates.
|
•
|
our hedging strategies may be poorly designed or improperly executed as a result of from our limited experience hedging the interest rate, credit or commodity risk;
|
•
|
interest rate, credit or commodity hedging can be expensive, particularly during periods of rising and volatile interest rates, market conditions or commodity prices;
|
•
|
available interest rate, credit or commodity hedges may not correspond directly with the interest rate, credit or commodity risk for which protection is sought;
|
•
|
the duration of the hedge may not match the duration of the related liability or exposure;
|
•
|
the amount of income that a REIT may earn from certain hedging transactions (other than through taxable REIT subsidiaries, or “TRSs”), to offset interest rate losses is limited by U.S. federal income tax provisions governing REITs;
|
•
|
the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction;
|
•
|
the hedging counterparty owing money in the hedging transaction may default on its obligation to pay; and
|
•
|
our hedging transactions, which are intended to limit losses, may actually adversely affect our earnings, which could reduce our cash available for distribution to our stockholders.
|
•
|
our actual or projected operating results, financial condition, cash flows and liquidity or changes in business strategy or prospects;
|
•
|
changes in the mix of our investment products and services, including the level of securitizations or fee income in any quarter;
|
•
|
actual or perceived conflicts of interest with individuals, including our executives;
|
•
|
our ability to arrange financing for projects;
|
•
|
equity issuances by us, or share resales by our stockholders, or the perception that such issuances or resales may occur;
|
•
|
seasonality in construction and demand for our investments;
|
•
|
actual or anticipated accounting problems;
|
•
|
publication of research reports about us or the sustainable infrastructure industry;
|
•
|
changes in market valuations of similar companies;
|
•
|
adverse market reaction to any increased indebtedness we may incur in the future;
|
•
|
commodity price changes;
|
•
|
interest rate changes;
|
•
|
additions to or departures of our key personnel;
|
•
|
speculation or negative publicity in the press or investment community;
|
•
|
our failure to meet, or the lowering of, our earnings estimates or those of any securities analysts;
|
•
|
increases in market interest rates, which may lead investors to demand a higher distribution yield for our common stock, and would result in increased interest expenses on our debt;
|
•
|
changes in governmental policies, regulations or laws;
|
•
|
failure to qualify, or maintain our qualification, as a REIT or failure to maintain our exemption from registration as an investment company under the 1940 Act;
|
•
|
price and volume fluctuations in the stock market generally; and
|
•
|
general market and economic conditions, including the current state of the credit and capital markets.
|
•
|
our ability to make profitable investments;
|
•
|
margin calls or other expenses that reduce our cash flow;
|
•
|
defaults in our asset portfolio or decreases in the value of our portfolio;
|
•
|
the cash flow we receive from our assets, including those subject to non-recourse debt; and
|
•
|
the fact that anticipated operating expense levels may not prove accurate, as actual results may vary from estimates.
|
•
|
actual receipt of an improper benefit or profit in money, property or services; or
|
•
|
active and deliberate dishonesty by the director or officer that was established by a final judgment and was material to the cause of action adjudicated.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
Company or Index
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
|
12/31/2018
|
||||||||||||
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
|
$
|
100.00
|
|
|
$
|
108.76
|
|
|
$
|
153.14
|
|
|
$
|
163.32
|
|
|
$
|
219.37
|
|
|
$
|
185.64
|
|
S&P 500 Index
|
100.00
|
|
|
113.69
|
|
|
115.26
|
|
|
129.05
|
|
|
157.22
|
|
|
150.33
|
|
||||||
SNL Finance REIT Index
(1)
|
100.00
|
|
|
114.52
|
|
|
105.02
|
|
|
129.36
|
|
|
150.94
|
|
|
145.09
|
|
||||||
Dow Jones Utility Average
|
100.00
|
|
|
130.65
|
|
|
126.65
|
|
|
149.67
|
|
|
169.65
|
|
|
173.02
|
|
(1)
|
As of December 31, 2018, the SNL Finance REIT Index comprised of the following companies: AG Mortgage Investment Trust, Inc.; AGNC Corp.; American Church Mortgage Company; Annaly Capital Management, Inc.; Anworth Mortgage Asset Corporation; Apollo Commercial Real Estate Finance, Inc.; Arbor Realty Trust, Inc.; Ares Commercial Real Estate Corporation; ARMOUR Residential REIT, Inc.; Blackstone Mortgage Trust, Inc.; Capstead Mortgage Corporation; Cherry Hill Mortgage Investment Corporation; Chimera Investment Corporation; Colony Credit Real Estate, Inc.; CV Holdings, Inc.; Dynex Capital, Inc.; Ellington Residential Mortgage REIT; Exantas Capital Corp.; Granite Point Mortgage Trust, Inc.; Great Ajax Corp.; Hannon Armstrong Sustainable Infrastructure Capital, Inc.; Hunt Companies Finance Trust; Invesco Mortgage Capital Inc.; JER Investors Trust Inc.; Jernigan Capital Inc.; KKR Real Estate Finance Trust, Inc.; Ladder Capital Corp.; MFA Financial, Inc.; New Residential Investment Corp.; New York Mortgage Trust, Inc.; Orchid Island Capital, Inc.; Owens Realty Mortgage, Inc.; PennyMac Mortgage Investment Trust; RAIT Financial Trust; Ready Capital Corp.; Redwood Trust, Inc.; Sachem Capital Corp.; Starwood Property Trust, Inc.; TPG RE Finance Trust, Inc.; Two Harbors Investment Corp.; United Development Funding IV; and Western Asset Mortgage Capital Corporation.
|
Award
|
Number of securities remaining available for future issuance under
equity compensation plans
(1)
|
|
Equity compensation plans approved by stockholders
|
1,829,609
|
|
Equity compensation plans not approved by stockholders
|
—
|
|
Total
|
1,829,609
|
|
(1)
|
The 2013 Plan provides for grants of equity awards up to, in the aggregate, the equivalent of 7.5% of the issued and outstanding shares of our common stock from time to time (on a fully diluted basis (assuming, if applicable, the exercise of all outstanding options and the conversion of all warrants and convertible securities into shares of common stock and assuming restricted stock units vest at 200%)) at the time of the award. As of December 31, 2018, we did not have outstanding under our equity compensation plan, any options, warrants or rights to purchase shares of our common stock.
|
Period
|
Total number
of shares
purchased
|
|
Average price
per share
|
|
Total number of
shares purchased
as part of publicly
announced plans
or programs
|
|
Maximum number
of shares that may
yet be purchased
under the plans or
programs
|
|||
February 2018
|
2,879
|
|
|
$
|
20.54
|
|
|
N/A
|
|
N/A
|
March 2018
|
97,206
|
|
|
18.13
|
|
|
N/A
|
|
N/A
|
|
May 2018
|
63,822
|
|
|
19.08
|
|
|
N/A
|
|
N/A
|
|
August 2018
|
453
|
|
|
20.52
|
|
|
N/A
|
|
N/A
|
|
November 2018
|
196
|
|
|
23.40
|
|
|
N/A
|
|
N/A
|
Item 6.
|
Selected Financial Data
|
|
Year Ended
December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(dollars in millions, except share and per share data)
|
||||||||||||||||||
Total revenue
|
$
|
138
|
|
|
$
|
106
|
|
|
$
|
81
|
|
|
$
|
59
|
|
|
$
|
45
|
|
Total expenses
|
116
|
|
|
96
|
|
|
72
|
|
|
51
|
|
|
35
|
|
|||||
Income (loss) from equity method investments
|
22
|
|
|
22
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|||||
Income tax (expense) benefit
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
$
|
42
|
|
|
$
|
31
|
|
|
$
|
15
|
|
|
$
|
8
|
|
|
$
|
10
|
|
Net income (loss) attributable to controlling stockholders
|
$
|
42
|
|
|
$
|
31
|
|
|
$
|
15
|
|
|
$
|
8
|
|
|
$
|
10
|
|
Balance sheet data (at period end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity method investments
|
$
|
471
|
|
|
$
|
523
|
|
|
$
|
363
|
|
|
$
|
319
|
|
|
$
|
144
|
|
Government receivables
|
497
|
|
|
519
|
|
|
526
|
|
|
401
|
|
|
284
|
|
|||||
Commercial receivables
|
447
|
|
|
473
|
|
|
516
|
|
|
383
|
|
|
269
|
|
|||||
Receivables held-for-sale
|
—
|
|
|
19
|
|
|
—
|
|
|
60
|
|
|
62
|
|
|||||
Real estate
(1)
|
365
|
|
|
341
|
|
|
172
|
|
|
156
|
|
|
114
|
|
|||||
Investments
|
170
|
|
|
151
|
|
|
58
|
|
|
29
|
|
|
27
|
|
|||||
Total assets
|
2,155
|
|
|
2,250
|
|
|
1,746
|
|
|
1,470
|
|
|
1,009
|
|
|||||
Credit facilities
|
259
|
|
|
70
|
|
|
283
|
|
|
247
|
|
|
316
|
|
|||||
Non-recourse debt
|
835
|
|
|
1,211
|
|
|
692
|
|
|
664
|
|
|
319
|
|
|||||
Convertible notes
|
148
|
|
|
148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total liabilities
|
1,350
|
|
|
1,607
|
|
|
1,172
|
|
|
1,038
|
|
|
735
|
|
|||||
Total equity
|
805
|
|
|
643
|
|
|
574
|
|
|
432
|
|
|
274
|
|
|||||
Per share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted earnings per share
|
$
|
0.75
|
|
|
$
|
0.57
|
|
|
$
|
0.32
|
|
|
$
|
0.21
|
|
|
$
|
0.43
|
|
Dividends declared
|
$
|
1.32
|
|
|
$
|
1.32
|
|
|
$
|
1.23
|
|
|
$
|
1.08
|
|
|
$
|
0.92
|
|
Weighted average shares outstanding—basic and diluted
|
52,780,449
|
|
|
50,361,672
|
|
|
40,290,717
|
|
|
30,761,151
|
|
|
20,656,826
|
|
|||||
Managed assets
(2)
|
$
|
5,284
|
|
|
$
|
4,736
|
|
|
$
|
3,933
|
|
|
$
|
3,188
|
|
|
$
|
2,609
|
|
(1)
|
Includes real estate intangible assets.
|
(2)
|
See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures—Managed Assets for information on managed assets.
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Equity investments in either preferred or common structures in unconsolidated entities;
|
•
|
Government and commercial receivables, such as loans for renewable energy and energy efficiency projects;
|
•
|
Real estate, such as land or other assets leased for use by sustainable infrastructure projects typically under long term leases; and
|
•
|
Investments in debt securities of renewable energy or energy efficiency projects.
|
|
Balance
|
|
Maturity
|
||
|
(in millions)
|
|
|
||
Fixed-rate receivables, interest rates of less than 5.00% per annum
|
$
|
403
|
|
|
2020 to 2046
|
Fixed-rate receivables, interest rates from 5.00% to 6.50% per annum
|
156
|
|
|
2020 to 2046
|
|
Fixed-rate receivables, interest rates greater than 6.50% per annum
|
386
|
|
|
2019 to 2069
|
|
Receivables
|
945
|
|
|
|
|
Allowance for credit losses
|
—
|
|
|
|
|
Receivables, net of allowance
|
945
|
|
|
|
|
Fixed-rate investments, interest rates of less than 5.00% per annum
|
136
|
|
|
2019 to 2044
|
|
Fixed-rate investments, interest rates from 5.00% to 6.50% per annum
|
34
|
|
|
2028 to 2049
|
|
Total receivables and investments
|
$
|
1,115
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(dollars in millions)
|
||||||||||
Interest income, receivables
|
$
|
68
|
|
|
$
|
57
|
|
|
$
|
48
|
|
Average monthly balance of receivables
|
$
|
1,001
|
|
|
$
|
1,062
|
|
|
$
|
858
|
|
Average interest rate of receivables
|
6.8
|
%
|
|
5.3
|
%
|
|
5.6
|
%
|
|||
Interest income, investments
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
2
|
|
Average monthly balance of investments
|
$
|
163
|
|
|
$
|
122
|
|
|
$
|
44
|
|
Average interest rate of investments
|
4.1
|
%
|
|
4.2
|
%
|
|
4.1
|
%
|
|||
Rental income
|
$
|
25
|
|
|
$
|
20
|
|
|
$
|
12
|
|
Average monthly balance of real estate
|
$
|
350
|
|
|
$
|
284
|
|
|
$
|
163
|
|
Average yield on real estate
|
7.0
|
%
|
|
7.0
|
%
|
|
7.3
|
%
|
|||
Average monthly balance of Portfolio
|
$
|
1,514
|
|
|
$
|
1,468
|
|
|
$
|
1,064
|
|
Average yield from Portfolio
|
6.5
|
%
|
|
5.6
|
%
|
|
5.8
|
%
|
|||
Interest expense
(1)
|
$
|
62
|
|
|
$
|
49
|
|
|
$
|
31
|
|
Average monthly balance of debt
(1)
|
$
|
1,275
|
|
|
$
|
1,079
|
|
|
$
|
719
|
|
Average interest rate of debt
(1)
|
4.9
|
%
|
|
4.6
|
%
|
|
4.3
|
%
|
|||
Average interest spread
(1)
|
1.6
|
%
|
|
1.0
|
%
|
|
1.5
|
%
|
|||
Net investment margin
(1)
|
2.4
|
%
|
|
2.2
|
%
|
|
2.9
|
%
|
(1)
|
Excludes amounts related to the non-recourse debt used to finance the equity method investments in the renewable energy projects because our earnings from these equity investments are not included in total revenue.
|
|
Payment due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-5 years
|
|
5-10 years
|
|
More than
10 years
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Receivables
|
$
|
945
|
|
|
$
|
37
|
|
|
$
|
123
|
|
|
$
|
185
|
|
|
$
|
600
|
|
Investments
|
170
|
|
|
68
|
|
|
17
|
|
|
23
|
|
|
62
|
|
•
|
the anticipated maturity dates of our receivables and investments and the weighted average yield for each range of maturities as of
December 31, 2018
,
|
•
|
the term of our leases and a schedule of our future minimum rental income under our land lease agreements as of
December 31, 2018
,
|
•
|
the credit quality of our Portfolio, and
|
•
|
the receivables on non-accrual status.
|
|
Years ended
December 31,
|
|
$ Change
|
|
% Change
|
|||||||||
|
2018
|
|
2017
|
|
||||||||||
|
(dollars in millions)
|
|
|
|||||||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Interest income, receivables
|
$
|
68
|
|
|
$
|
57
|
|
|
$
|
11
|
|
|
19
|
%
|
Interest income, investments
|
7
|
|
|
5
|
|
|
2
|
|
|
40
|
%
|
|||
Rental income
|
24
|
|
|
20
|
|
|
4
|
|
|
20
|
%
|
|||
Gain on sale of receivables and investments
|
33
|
|
|
21
|
|
|
12
|
|
|
57
|
%
|
|||
Fee income
|
6
|
|
|
3
|
|
|
3
|
|
|
100
|
%
|
|||
Total revenue
|
138
|
|
|
106
|
|
|
32
|
|
|
30
|
%
|
|||
Expenses
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
77
|
|
|
65
|
|
|
12
|
|
|
18
|
%
|
|||
Compensation and benefits
|
26
|
|
|
20
|
|
|
6
|
|
|
30
|
%
|
|||
General and administrative
|
13
|
|
|
11
|
|
|
2
|
|
|
18
|
%
|
|||
Total expenses
|
116
|
|
|
96
|
|
|
20
|
|
|
21
|
%
|
|||
Income before equity method investments
|
22
|
|
|
10
|
|
|
12
|
|
|
120
|
%
|
|||
Income (loss) from equity method investments
|
22
|
|
|
22
|
|
|
—
|
|
|
—
|
%
|
|||
Income (loss) before income taxes
|
44
|
|
|
32
|
|
|
12
|
|
|
38
|
%
|
|||
Income tax (expense) benefit
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
100
|
%
|
|||
Net income (loss)
|
$
|
42
|
|
|
$
|
31
|
|
|
$
|
11
|
|
|
35
|
%
|
•
|
Net income increased by approximately
$11 million
as a result of a
$32 million
increase in total revenue, partially offset by a
$20 million
increase in total expenses, including a
$12 million
increase in interest expense, and a non-cash
$1 million
income tax expense increase. These results do not include the Non-GAAP core earnings adjustment related to equity method investments, which is discussed in the Non-GAAP Financial Measures section below.
|
•
|
Interest income, receivables and investments increased by $13 million due primarily to an increase in average yield on our receivables, as well as prepayment fees recognized in the fourth quarter of 2018 as described below. Rental income grew by
$4 million
due to an approximately $66 million increase in the average real estate balance in our
|
•
|
In the fourth quarter, approximately $300 million of residential solar assets and our related $250 million of debt was prepaid. Both interest income and interest expense were impacted by this transaction as we recorded approximately $9 million of prepayment fees and the remaining portion of the unamortized loan fees of approximately $4 million in interest income offset by approximately $9 million of costs recorded in interest expense relating to the debt repayment.
|
•
|
Interest expense for the year rose by approximately $12 million as a result of the prepayment expense described above and higher fixed-rate debt, primarily in the first three quarters of the year. The higher interest expense for the year was offset by a series of transactions in the fourth quarter which lower our interest costs including refinancing our primary credit facility, reducing the levels of our interest rate swaps and the $250 million debt repayment which reduced our leverage.
|
•
|
Compensation and benefits and general and administrative increased by $8 million due primarily to growth in the Company and additional performance-based compensation.
|
|
Years ended
December 31
|
|
$ Change
|
|
% Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(dollars in millions)
|
|
|
|||||||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Interest income, receivables
|
$
|
57
|
|
|
$
|
48
|
|
|
$
|
9
|
|
|
19
|
%
|
Interest income, investments
|
5
|
|
|
2
|
|
|
3
|
|
|
150
|
%
|
|||
Rental income
|
20
|
|
|
12
|
|
|
8
|
|
|
67
|
%
|
|||
Gain on sale of receivables and investments
|
21
|
|
|
17
|
|
|
4
|
|
|
24
|
%
|
|||
Fee income
|
3
|
|
|
2
|
|
|
1
|
|
|
50
|
%
|
|||
Total revenue
|
106
|
|
|
81
|
|
|
25
|
|
|
31
|
%
|
|||
Expenses
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
65
|
|
|
45
|
|
|
20
|
|
|
44
|
%
|
|||
Compensation and benefits
|
20
|
|
|
19
|
|
|
1
|
|
|
5
|
%
|
|||
General and administrative
|
11
|
|
|
8
|
|
|
3
|
|
|
38
|
%
|
|||
Total expenses
|
96
|
|
|
72
|
|
|
24
|
|
|
33
|
%
|
|||
Income before equity method investments
|
10
|
|
|
9
|
|
|
1
|
|
|
11
|
%
|
|||
Income (loss) from equity method investments
|
22
|
|
|
6
|
|
|
16
|
|
|
267
|
%
|
|||
Income (loss) before income taxes
|
32
|
|
|
15
|
|
|
17
|
|
|
113
|
%
|
|||
Income tax (expense) benefit
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
NM
|
|
|||
Net income (loss)
|
$
|
31
|
|
|
$
|
15
|
|
|
$
|
16
|
|
|
107
|
%
|
•
|
Net income increased by approximately $16 million as a result of a $25 million increase in total revenue and $16 million increase in income from equity method investments, partially offset by a $24 million increase in total expenses, including a $20 million increase in interest expense, and a $1 million income tax expense. These results do not include the Non-GAAP core earnings adjustment related to equity method investments, which is discussed in the Non-GAAP Financial Measures section below.
|
•
|
Interest income, receivables increased by $9 million due to an approximately $200 million increase in the average receivables balance in our Portfolio as compared to 2016, offsetting a slight decrease in the average yield from 5.6% to 5.3%. Rental income grew by $8 million due to an approximately $120 million increase in the average real estate balance in our Portfolio as compared to 2016. Gain on sale of receivables and investments grew by $4 million due primarily to an increase in securitization margins and related fees.
|
•
|
The increase in revenue was offset by $20 million of higher interest expense due to an increase in the average outstanding balance of our debt and higher fixed rate debt amounts outstanding during the year ended December 31, 2017, when compared to the same period in 2016.
|
•
|
Compensation and benefits increased by $1 million due to higher staffing costs and general and administrative costs increased by approximately $3 million primarily due to additional transaction specific costs, professional services fees, and other administrative costs.
|
•
|
The $16 million increase in income from equity method investments is primarily driven by new equity investments in 2017 as well as increased income from existing investments as a result of tax attributes realized primarily by our co-investors. Income tax expense increased by $1 million due to this higher income from our equity method investments held in our TRSs. See the Non-GAAP Financial Measures section below for more information.
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
$
|
|
Per Share
|
|
$
|
|
Per Share
|
|
$
|
|
Per Share
|
||||||||||||
|
(dollars in thousands, except per share amounts)
|
||||||||||||||||||||||
Net income attributable to controlling stockholders
|
$
|
41,577
|
|
|
$
|
0.75
|
|
|
$
|
30,856
|
|
|
$
|
0.57
|
|
|
$
|
14,652
|
|
|
$
|
0.32
|
|
Core earnings adjustments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reverse GAAP income from equity method investments
|
(22,162
|
)
|
|
|
|
(22,289
|
)
|
|
|
|
(6,110
|
)
|
|
|
|||||||||
Add back core equity method investments earnings
|
40,923
|
|
|
|
|
42,707
|
|
|
|
|
30,491
|
|
|
|
|||||||||
Non-cash equity-based compensation charges
|
10,066
|
|
|
|
|
11,304
|
|
|
|
|
10,054
|
|
|
|
|||||||||
Amortization of intangibles
|
3,207
|
|
|
|
|
2,622
|
|
|
|
|
1,338
|
|
|
|
|||||||||
Non-cash provision (benefit) for taxes
|
1,968
|
|
|
|
|
756
|
|
|
|
|
—
|
|
|
|
|||||||||
Current year earnings attributable to non-controlling interest
|
221
|
|
|
|
|
179
|
|
|
|
|
104
|
|
|
|
|||||||||
Core earnings
(1)
|
$
|
75,800
|
|
|
$
|
1.38
|
|
|
$
|
66,135
|
|
|
$
|
1.27
|
|
|
$
|
50,529
|
|
|
$
|
1.20
|
|
(1)
|
Core earnings per share is based on
54,742,869
shares, 52,231,030 shares and 41,940,480 shares for the years ended December 31,
2018
,
2017
and
2016
, respectively, which represents the weighted average number of fully-diluted shares outstanding including our restricted stock awards and restricted stock units and the non-controlling interest in our Operating Partnership. We include any potential common stock issuance in this calculation related to our convertible notes using the treasury stock method.
|
|
As of December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(dollars in millions)
|
||||||||||
Equity method investments
|
$
|
471
|
|
|
$
|
523
|
|
|
$
|
363
|
|
Government receivables
(1)
|
497
|
|
|
535
|
|
|
526
|
|
|||
Commercial receivables
(2)
|
447
|
|
|
477
|
|
|
516
|
|
|||
Real estate
|
365
|
|
|
341
|
|
|
172
|
|
|||
Investments
|
170
|
|
|
151
|
|
|
58
|
|
|||
Assets held in securitization trusts
|
3,334
|
|
|
2,709
|
|
|
2,298
|
|
|||
Managed assets
|
$
|
5,284
|
|
|
$
|
4,736
|
|
|
$
|
3,933
|
|
Credit losses as a percentage of assets under management
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
(1)
|
Includes receivables held-for-sale of $16 million in 2017.
|
(2)
|
Includes receivables held-for-sale of $3 million in 2017.
|
|
Years Ended
December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Return on assets
|
1.9
|
%
|
|
1.5
|
%
|
|
0.9
|
%
|
Return on equity
|
5.7
|
%
|
|
5.1
|
%
|
|
2.9
|
%
|
Average equity to average total assets ratio
|
32.9
|
%
|
|
30.5
|
%
|
|
31.3
|
%
|
•
|
Scope 1 GHG emissions - Direct emissions
- Emissions from operations that are owned or controlled by the reporting company.
|
•
|
Scope 2 GHG emissions - Indirect emissions
- Emissions from the generation of purchased or acquired energy such as electricity, steam, heating or cooling, consumed by the reporting company.
|
•
|
Scope 3 GHG emissions - Indirect emissions -
All other indirect emissions that occur in the value chain of the reporting company, including both upstream and downstream emissions.
|
Category
|
|
Goal
|
|
Performance
|
Scope 1 GHG emissions
|
|
0 MT
|
|
0 MT
|
Scope 2 GHG emissions
|
|
0 MT
|
|
0 MT
1
|
Scope 3 GHG emissions
|
|
0 MT
2
|
|
< 500 MT
2
|
(1)
|
Performance stated is market-based which includes the impact of purchasing carbon offsets
.
|
(2)
|
Our stated actual performance for Scope 3 GHG emissions does not include the carbon emissions reductions as a result of our investments. The first year carbon emissions reductions as a result of our investments originated in 2018 are
496,000
MT.
|
|
December 31, 2018
|
|
% of Total
|
|
December 31, 2017
|
|
% of Total
|
||||||
|
(dollars in millions)
|
|
|
|
(dollars in millions)
|
|
|
||||||
Floating-rate borrowings
|
$
|
317
|
|
|
26
|
%
|
|
$
|
110
|
|
|
8
|
%
|
Fixed-rate debt
|
925
|
|
|
74
|
%
|
|
1,318
|
|
|
92
|
%
|
||
Total debt
(1)
|
$
|
1,242
|
|
|
100
|
%
|
|
$
|
1,428
|
|
|
100
|
%
|
Equity
|
$
|
805
|
|
|
|
|
$
|
643
|
|
|
|
||
Leverage
|
1.5 to 1
|
|
|
|
|
2.2 to 1
|
|
|
|
(1)
|
Floating-rate borrowings include borrowings under our floating-rate credit facilities and approximately
$58 million
and approximately $40 million of non-recourse debt with floating rate exposure as of December 31,
2018
and December 31,
2017
, respectively.
|
|
Payment due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than
1 year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than
5 years
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Non-recourse debt
(1)
|
$
|
852
|
|
|
$
|
139
|
|
|
$
|
50
|
|
|
$
|
88
|
|
|
$
|
575
|
|
Interest on non-recourse debt
(1)
|
314
|
|
|
35
|
|
|
60
|
|
|
54
|
|
|
165
|
|
|||||
Credit facilities
|
259
|
|
|
11
|
|
|
16
|
|
|
232
|
|
|
—
|
|
|||||
Interest on credit facilities
(2)
|
44
|
|
|
10
|
|
|
20
|
|
|
14
|
|
|
—
|
|
|||||
Convertible notes
(3)
|
150
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|||||
Interest on convertible notes
|
23
|
|
|
7
|
|
|
12
|
|
|
4
|
|
|
—
|
|
|||||
Deferred funding obligations
|
72
|
|
|
51
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|||||
Deferred funding obligations interest
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
5
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|||||
Total
|
$
|
1,720
|
|
|
$
|
255
|
|
|
$
|
180
|
|
|
$
|
543
|
|
|
$
|
742
|
|
(1)
|
Our non-recourse debt is secured by the assets that were financed with no recourse to our general assets and excludes the
$17 million
of unamortized debt issuance costs. Debt service, in the majority of the cases, is equal to or less than the value of the assets. Interest is
|
(2)
|
Interest is calculated based on the interest rate in effect at December 31,
2018
, and includes all interest expense incurred and expected to be incurred in the future based on the current principal balance through the contractual maturity of the credit facilities. Interest paid on credit facilities was $6 million and $9 million for the years ended December 31,
2018
and
2017
respectively.
|
(3)
|
Excludes
$4 million
of unamortized debt issuance costs. Interest paid on convertible notes was $6 million in
2018
. No interest payments were made on convertible notes in
2017
.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
||||
Equity method investments
|
$
|
471,044
|
|
|
$
|
522,615
|
|
Government receivables
|
497,464
|
|
|
519,485
|
|
||
Commercial receivables
|
447,196
|
|
|
473,452
|
|
||
Receivables held-for-sale
|
—
|
|
|
19,081
|
|
||
Real estate
|
365,370
|
|
|
340,824
|
|
||
Investments
|
169,793
|
|
|
151,209
|
|
||
Cash and cash equivalents
|
21,418
|
|
|
57,274
|
|
||
Other assets
|
182,628
|
|
|
166,232
|
|
||
Total Assets
|
$
|
2,154,913
|
|
|
$
|
2,250,172
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable, accrued expenses and other
|
$
|
36,509
|
|
|
$
|
25,645
|
|
Deferred funding obligations
|
72,100
|
|
|
153,308
|
|
||
Credit facilities
|
258,592
|
|
|
69,922
|
|
||
Non-recourse debt (secured by assets of $1,105 million and $1,545 million, respectively)
|
834,738
|
|
|
1,210,861
|
|
||
Convertible notes
|
148,451
|
|
|
147,655
|
|
||
Total Liabilities
|
1,350,390
|
|
|
1,607,391
|
|
||
Stockholders’ Equity:
|
|
|
|
||||
Preferred stock, par value $0.01 per share, 50,000,000 shares authorized, no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01 per share, 450,000,000 shares authorized, 60,510,086 and 51,665,449 shares issued and outstanding, respectively
|
605
|
|
|
517
|
|
||
Additional paid in capital
|
965,384
|
|
|
770,983
|
|
||
Accumulated deficit
|
(163,205
|
)
|
|
(131,251
|
)
|
||
Accumulated other comprehensive income (loss)
|
(1,684
|
)
|
|
(1,065
|
)
|
||
Non-controlling interest
|
3,423
|
|
|
3,597
|
|
||
Total Stockholders’ Equity
|
804,523
|
|
|
642,781
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
2,154,913
|
|
|
$
|
2,250,172
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
|
|
|
|
|
||||||
Interest income, receivables
|
$
|
67,711
|
|
|
$
|
56,734
|
|
|
$
|
48,202
|
|
Interest income, investments
|
6,636
|
|
|
5,079
|
|
|
1,822
|
|
|||
Rental income
|
24,606
|
|
|
19,831
|
|
|
11,933
|
|
|||
Gain on sale of receivables and investments
|
32,928
|
|
|
20,956
|
|
|
17,425
|
|
|||
Fee income
|
5,927
|
|
|
2,973
|
|
|
1,816
|
|
|||
Total revenue
|
137,808
|
|
|
105,573
|
|
|
81,198
|
|
|||
Expenses
|
|
|
|
|
|
||||||
Interest expense
|
76,874
|
|
|
65,472
|
|
|
45,241
|
|
|||
Compensation and benefits
|
25,651
|
|
|
19,708
|
|
|
18,877
|
|
|||
General and administrative
|
13,503
|
|
|
10,762
|
|
|
8,293
|
|
|||
Total expenses
|
116,028
|
|
|
95,942
|
|
|
72,411
|
|
|||
Income before equity method investments
|
21,780
|
|
|
9,631
|
|
|
8,787
|
|
|||
Income (loss) from equity method investments
|
22,162
|
|
|
22,289
|
|
|
6,110
|
|
|||
Income before income taxes
|
43,942
|
|
|
31,920
|
|
|
14,897
|
|
|||
Income tax (expense) benefit
|
(2,144
|
)
|
|
(885
|
)
|
|
(141
|
)
|
|||
Net income (loss)
|
41,798
|
|
|
31,035
|
|
|
14,756
|
|
|||
Net income (loss) attributable to non-controlling interest holders
|
221
|
|
|
179
|
|
|
104
|
|
|||
Net income (loss) attributable to controlling stockholders
|
$
|
41,577
|
|
|
$
|
30,856
|
|
|
$
|
14,652
|
|
Basic earnings per common share
|
$
|
0.75
|
|
|
$
|
0.57
|
|
|
$
|
0.32
|
|
Diluted earnings per common share
|
$
|
0.75
|
|
|
$
|
0.57
|
|
|
$
|
0.32
|
|
Weighted average common shares outstanding—basic
|
52,780,449
|
|
|
50,361,672
|
|
|
40,290,717
|
|
|||
Weighted average common shares outstanding—diluted
|
52,780,449
|
|
|
50,361,672
|
|
|
40,290,717
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss)
|
$
|
41,798
|
|
|
$
|
31,035
|
|
|
$
|
14,756
|
|
Unrealized gain (loss) on available-for-sale securities, net of tax (provision) benefit of $0.1 million, $0.1 million and $0.0 million in 2018, 2017, and 2016 respectively
|
(1,177
|
)
|
|
1,275
|
|
|
(828
|
)
|
|||
Unrealized gain (loss) on interest rate swaps, net of tax (provision) benefit of $0.0 million in 2018, 2017, and 2016
|
555
|
|
|
(1,233
|
)
|
|
1,348
|
|
|||
Comprehensive income (loss)
|
41,176
|
|
|
31,077
|
|
|
15,276
|
|
|||
Less: Comprehensive income (loss) attributable to non-controlling interest holders
|
218
|
|
|
178
|
|
|
107
|
|
|||
Comprehensive income (loss) attributable to controlling stockholders
|
$
|
40,958
|
|
|
$
|
30,899
|
|
|
$
|
15,169
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Non-controlling
Interest
|
|
Total
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
Balance at December 31, 2015
|
37,011
|
|
|
$
|
370
|
|
|
$
|
482,431
|
|
|
$
|
(52,701
|
)
|
|
$
|
(1,905
|
)
|
|
$
|
3,911
|
|
|
$
|
432,106
|
|
Net income
|
|
|
|
|
|
|
14,652
|
|
|
|
|
104
|
|
|
14,756
|
|
||||||||||
Unrealized gain (loss) on available-for-sale securities
|
|
|
|
|
|
|
|
|
(822
|
)
|
|
(6
|
)
|
|
(828
|
)
|
||||||||||
Unrealized gain (loss) on interest rate swaps
|
|
|
|
|
|
|
|
|
1,339
|
|
|
9
|
|
|
1,348
|
|
||||||||||
Issued shares of common stock
|
9,096
|
|
|
91
|
|
|
176,148
|
|
|
|
|
|
|
|
|
176,239
|
|
|||||||||
Equity-based compensation
|
|
|
|
|
11,644
|
|
|
(750
|
)
|
|
|
|
64
|
|
|
10,958
|
|
|||||||||
Issuance (repurchase) of vested equity-based compensation shares
|
386
|
|
|
4
|
|
|
(6,479
|
)
|
|
|
|
|
|
|
|
(6,475
|
)
|
|||||||||
Dividends and distributions
|
|
|
|
|
|
|
(53,414
|
)
|
|
|
|
(351
|
)
|
|
(53,765
|
)
|
||||||||||
Balance at December 31, 2016
|
46,493
|
|
|
$
|
465
|
|
|
$
|
663,744
|
|
|
$
|
(92,213
|
)
|
|
$
|
(1,388
|
)
|
|
$
|
3,731
|
|
|
$
|
574,339
|
|
Net income
|
|
|
|
|
|
|
30,856
|
|
|
|
|
179
|
|
|
31,035
|
|
||||||||||
Unrealized gain (loss) on available-for-sale securities
|
|
|
|
|
|
|
|
|
1,269
|
|
|
6
|
|
|
1,275
|
|
||||||||||
Unrealized gain (loss) on interest rate swaps
|
|
|
|
|
|
|
|
|
(1,226
|
)
|
|
(7
|
)
|
|
(1,233
|
)
|
||||||||||
Impact of adoption of ASU 2017-12
|
|
|
|
|
|
|
(280
|
)
|
|
280
|
|
|
|
|
—
|
|
||||||||||
Issued shares of common stock
|
5,023
|
|
|
50
|
|
|
97,886
|
|
|
|
|
|
|
|
|
97,936
|
|
|||||||||
Equity-based compensation
|
|
|
|
|
11,065
|
|
|
|
|
|
|
64
|
|
|
11,129
|
|
||||||||||
Issuance (repurchase) of vested equity-based compensation shares
|
149
|
|
|
2
|
|
|
(1,712
|
)
|
|
|
|
|
|
|
|
(1,710
|
)
|
|||||||||
Dividends and distributions
|
|
|
|
|
|
|
(69,614
|
)
|
|
|
|
(376
|
)
|
|
(69,990
|
)
|
||||||||||
Balance at December 31, 2017
|
51,665
|
|
|
$
|
517
|
|
|
$
|
770,983
|
|
|
$
|
(131,251
|
)
|
|
$
|
(1,065
|
)
|
|
$
|
3,597
|
|
|
$
|
642,781
|
|
Net income
|
|
|
|
|
|
|
41,577
|
|
|
|
|
221
|
|
|
41,798
|
|
||||||||||
Unrealized gain (loss) on available-for-sale securities
|
|
|
|
|
|
|
|
|
(1,171
|
)
|
|
(6
|
)
|
|
(1,177
|
)
|
||||||||||
Unrealized gain (loss) on interest rate swaps
|
|
|
|
|
|
|
|
|
552
|
|
|
3
|
|
|
555
|
|
||||||||||
Issued shares of common stock
|
8,611
|
|
|
86
|
|
|
186,808
|
|
|
|
|
|
|
|
|
186,894
|
|
|||||||||
Equity-based compensation
|
|
|
|
|
10,715
|
|
|
|
|
|
|
57
|
|
|
10,772
|
|
||||||||||
Issuance (repurchase) of vested equity-based compensation shares
|
226
|
|
|
2
|
|
|
(3,055
|
)
|
|
|
|
|
|
|
|
(3,053
|
)
|
|||||||||
Redemption of OP units
|
8
|
|
|
|
|
(67
|
)
|
|
|
|
|
|
(79
|
)
|
|
(146
|
)
|
|||||||||
Dividends and distributions
|
|
|
|
|
|
|
(73,531
|
)
|
|
|
|
(370
|
)
|
|
(73,901
|
)
|
||||||||||
Balance at December 31, 2018
|
60,510
|
|
|
$
|
605
|
|
|
$
|
965,384
|
|
|
$
|
(163,205
|
)
|
|
$
|
(1,684
|
)
|
|
$
|
3,423
|
|
|
$
|
804,523
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
41,798
|
|
|
$
|
31,035
|
|
|
$
|
14,756
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
15,253
|
|
|
13,171
|
|
|
7,658
|
|
|||
Equity-based compensation
|
10,066
|
|
|
11,304
|
|
|
10,054
|
|
|||
Equity method investments
|
4,312
|
|
|
(7,746
|
)
|
|
781
|
|
|||
Non-cash gain on securitization
|
(25,728
|
)
|
|
(28,915
|
)
|
|
(10,912
|
)
|
|||
Gain on sale of receivables and investments
|
—
|
|
|
2,137
|
|
|
(2,015
|
)
|
|||
Changes in receivables held-for-sale
|
12,685
|
|
|
(3,338
|
)
|
|
46,204
|
|
|||
Loss on debt extinguishment
|
9,245
|
|
|
—
|
|
|
—
|
|
|||
Changes in accounts payable and accrued expenses
|
6,882
|
|
|
(327
|
)
|
|
3,312
|
|
|||
Other
|
(15,720
|
)
|
|
(5,604
|
)
|
|
(12,983
|
)
|
|||
Net cash provided by operating activities
|
58,793
|
|
|
11,717
|
|
|
56,855
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Equity method investments
|
(76,349
|
)
|
|
(232,811
|
)
|
|
(60,774
|
)
|
|||
Equity method distributions received
|
88,160
|
|
|
75,114
|
|
|
48,870
|
|
|||
Proceeds from sales of equity method investments
|
35,849
|
|
|
6,044
|
|
|
—
|
|
|||
Purchases of receivables
|
(292,834
|
)
|
|
(111,161
|
)
|
|
(300,511
|
)
|
|||
Principal collections from receivables
|
345,956
|
|
|
98,482
|
|
|
116,432
|
|
|||
Proceeds from sales of receivables
|
—
|
|
|
78,857
|
|
|
39,978
|
|
|||
Purchases of real estate
|
(27,549
|
)
|
|
(170,982
|
)
|
|
(17,693
|
)
|
|||
Purchases of investments
|
(25,308
|
)
|
|
(22,115
|
)
|
|
(31,335
|
)
|
|||
Principal collections from investments
|
5,252
|
|
|
3,733
|
|
|
1,768
|
|
|||
Proceeds from sales of investments
|
—
|
|
|
—
|
|
|
13,914
|
|
|||
Funding of escrow accounts
|
(34,980
|
)
|
|
(37,613
|
)
|
|
—
|
|
|||
Withdrawal from escrow accounts
|
33,108
|
|
|
15,986
|
|
|
—
|
|
|||
Other
|
(505
|
)
|
|
(1,414
|
)
|
|
(1,280
|
)
|
|||
Net cash provided by (used in) investing activities
|
50,800
|
|
|
(297,880
|
)
|
|
(190,631
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from credit facilities
|
171,783
|
|
|
302,612
|
|
|
307,900
|
|
|||
Principal payments on credit facilities
|
(46,604
|
)
|
|
(515,777
|
)
|
|
(271,968
|
)
|
|||
Proceeds from issuance of non-recourse debt
|
69,255
|
|
|
609,332
|
|
|
97,660
|
|
|||
Principal payments on non-recourse debt
|
(390,537
|
)
|
|
(79,459
|
)
|
|
(69,097
|
)
|
|||
Proceeds from issuance of convertible notes
|
—
|
|
|
150,000
|
|
|
—
|
|
|||
Payments on deferred funding obligations
|
(73,946
|
)
|
|
(124,785
|
)
|
|
(65,741
|
)
|
|||
Net proceeds of common stock issuances
|
187,265
|
|
|
96,899
|
|
|
177,294
|
|
|||
Payments of dividends and distributions
|
(70,989
|
)
|
|
(68,234
|
)
|
|
(49,481
|
)
|
|||
Other
|
(14,644
|
)
|
|
(25,392
|
)
|
|
(12,863
|
)
|
|||
Net cash provided by (used in) financing activities
|
(168,417
|
)
|
|
345,196
|
|
|
113,704
|
|
|||
Increase (decrease) in cash, cash equivalents, and restricted cash
|
(58,824
|
)
|
|
59,033
|
|
|
(20,072
|
)
|
|||
Cash, cash equivalents, and restricted cash at beginning of period
|
118,177
|
|
|
59,144
|
|
|
79,216
|
|
|||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
59,353
|
|
|
$
|
118,177
|
|
|
$
|
59,144
|
|
Interest paid
|
$
|
72,078
|
|
|
$
|
48,865
|
|
|
$
|
37,858
|
|
Non-cash changes in deferred funding obligations (financing activity)
|
(6,973
|
)
|
|
107,283
|
|
|
127,630
|
|
|||
Non-cash changes in non-recourse debt (financing activity)
|
—
|
|
|
(5,959
|
)
|
|
—
|
|
|||
Non-cash changes in receivables and investments (investing activity)
|
(248
|
)
|
|
(85,933
|
)
|
|
(142,551
|
)
|
|||
Non-cash changes in residual assets (investing activity)
|
(25,827
|
)
|
|
(28,777
|
)
|
|
(10,912
|
)
|
•
|
Equity investments in either preferred or common structures in unconsolidated entities;
|
•
|
Government and commercial receivables, such as loans for renewable energy and energy efficiency projects;
|
•
|
Real estate, such as land or other assets leased for use by sustainable infrastructure projects typically under long-term leases; and
|
•
|
Investments in debt securities of renewable energy or energy efficiency projects.
|
•
|
Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date.
|
•
|
Level 2—Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.
|
•
|
Level 3—Unobservable inputs are used when little or no market data is available.
|
|
As of December 31, 2018
|
||||||||
|
Fair
Value
|
|
Carrying
Value
|
|
Level
|
||||
|
(in millions)
|
|
|
||||||
Assets
|
|
|
|
|
|
||||
Government receivables
|
$
|
487
|
|
|
$
|
497
|
|
|
Level 3
|
Commercial receivables
|
443
|
|
|
447
|
|
|
Level 3
|
||
Investments
(1)
|
170
|
|
|
170
|
|
|
Level 3
|
||
Securitization residual assets
(2)
|
71
|
|
|
71
|
|
|
Level 3
|
||
Liabilities
|
|
|
|
|
|
||||
Credit facilities
|
$
|
259
|
|
|
$
|
259
|
|
|
Level 3
|
Non-recourse debt
(3)
|
835
|
|
|
852
|
|
|
Level 3
|
||
Convertible notes
(3)
|
139
|
|
|
152
|
|
|
Level 2
|
(1)
|
The amortized cost of our investments as of
December 31, 2018
, was
$173 million
.
|
(2)
|
Included in other assets on the consolidated balance sheet.
|
(3)
|
Fair value and carrying value exclude unamortized debt issuance costs.
|
|
As of December 31, 2017
|
||||||||
|
Fair
Value
|
|
Carrying
Value
|
|
Level
|
||||
|
(in millions)
|
|
|
||||||
Assets
|
|
|
|
|
|
||||
Government receivables
|
$
|
519
|
|
|
$
|
519
|
|
|
Level 3
|
Commercial receivables
|
464
|
|
|
473
|
|
|
Level 3
|
||
Receivables held-for-sale
|
20
|
|
|
19
|
|
|
Level 3
|
||
Investments
(1)
|
151
|
|
|
151
|
|
|
Level 3
|
||
Securitization residual assets
(2)
|
45
|
|
|
45
|
|
|
Level 3
|
||
Liabilities
|
|
|
|
|
|
||||
Credit facilities
(3)
|
$
|
70
|
|
|
$
|
70
|
|
|
Level 3
|
Non-recourse debt
(3)
|
1,239
|
|
|
1,238
|
|
|
Level 3
|
||
Convertible notes
(3)
|
156
|
|
|
152
|
|
|
Level 2
|
(1)
|
The amortized cost of our investments as of
December 31, 2017
, was
$153 million
.
|
(2)
|
Included in other assets on the consolidated balance sheet.
|
(3)
|
Fair value and carrying value exclude unamortized debt issuance costs.
|
|
For the year ended
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Balance, beginning of period
|
$
|
151
|
|
|
$
|
58
|
|
Purchases of investments
|
25
|
|
|
78
|
|
||
Payments on investments
|
(5
|
)
|
|
(3
|
)
|
||
Transfers to investments
(1)
|
—
|
|
|
17
|
|
||
Unrealized gains (losses) on investments recorded in OCI
|
(1
|
)
|
|
1
|
|
||
Balance, end of period
|
$
|
170
|
|
|
$
|
151
|
|
(1)
|
In 2017, certain receivables on our balance sheet became securities and thus we classify them as investments available for sale.
|
|
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)
|
||||||||||||||
December 31, 2018
|
$
|
82
|
|
|
$
|
67
|
|
|
$
|
1
|
|
|
$
|
3
|
|
December 31, 2017
|
26
|
|
|
46
|
|
|
1
|
|
|
2
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Cash deposits
|
$
|
21
|
|
|
$
|
57
|
|
Restricted cash deposits (included in other assets)
|
38
|
|
|
61
|
|
||
Total cash deposits
|
$
|
59
|
|
|
$
|
118
|
|
Amount of cash deposits in excess of amounts federally insured
|
$
|
57
|
|
|
$
|
116
|
|
|
As of and for the year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Gains on securitizations
|
$
|
33
|
|
|
$
|
21
|
|
|
$
|
17
|
|
Purchase of receivables securitized
|
688
|
|
|
466
|
|
|
532
|
|
|||
Proceeds from securitizations
|
721
|
|
|
487
|
|
|
549
|
|
|||
Residual and servicing assets included in other assets
|
72
|
|
|
46
|
|
|
19
|
|
|||
Cash received from residual and servicing assets
|
3
|
|
|
4
|
|
|
2
|
|
|
Investment Grade
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Government
(1)
|
|
Commercial
Investment
Grade
(2)
|
|
Commercial
Non-Investment
Grade
(3)
|
|
Subtotal,
Debt
and Real
Estate
|
|
Equity
Method
Investments
|
|
Total
|
||||||||||||
|
(dollars in millions)
|
||||||||||||||||||||||
Equity investments in renewable energy projects
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
449
|
|
|
$
|
449
|
|
Receivables
(4)
|
498
|
|
|
148
|
|
|
299
|
|
|
945
|
|
|
—
|
|
|
945
|
|
||||||
Real estate
(5)
|
—
|
|
|
365
|
|
|
—
|
|
|
365
|
|
|
22
|
|
|
387
|
|
||||||
Investments
|
102
|
|
|
68
|
|
|
—
|
|
|
170
|
|
|
—
|
|
|
170
|
|
||||||
Total
|
$
|
600
|
|
|
$
|
581
|
|
|
$
|
299
|
|
|
$
|
1,480
|
|
|
$
|
471
|
|
|
$
|
1,951
|
|
% of Debt and real estate portfolio
|
41
|
%
|
|
39
|
%
|
|
20
|
%
|
|
100
|
%
|
|
N/A
|
|
|
N/A
|
|
||||||
Average remaining balance
(6)
|
$
|
12
|
|
|
$
|
6
|
|
|
$
|
14
|
|
|
$
|
9
|
|
|
$
|
16
|
|
|
$
|
10
|
|
(1)
|
Transactions where the ultimate obligor is the U.S. federal government or state or local governments where the obligors are rated investment grade (either by an independent rating agency or based upon our internal credit analysis). This amount includes
$384 million
of U.S. federal government transactions and
$216 million
of transactions where the ultimate obligors are state or local governments. Transactions may have guaranties of energy savings from third party service providers, which typically are entities rated investment grade by an independent rating agency.
|
(2)
|
Transactions where the projects or the ultimate obligors are commercial entities that have been rated investment grade (either by an independent rating agency or based on our internal credit analysis). Of this total,
$9 million
of the transactions have been rated investment grade by an independent rating agency.
|
(3)
|
Transactions where the projects or the ultimate obligors are commercial entities that either have ratings below investment grade (either by an independent rating agency or using our internal credit analysis) or where the nature of the subordination in the asset causes it to be considered non-investment grade. This category of assets includes
$273 million
of mezzanine loans made in 2018 on a non-recourse basis to special purpose subsidiaries of residential solar companies where the nature of the subordination causes it to be considered non-investment grade. These loans are secured by residential solar assets and we rely on certain limited indemnities, warranties, and other obligations of the residential solar companies or their other subsidiaries. This amount also includes
$18 million
of transactions made in 2018 where the projects or the ultimate obligors are commercial entities that have ratings below investment grade using our internal credit analysis, and
$8 million
of loans on non-accrual status. See Receivables and Investments below for further information.
|
(4)
|
Total reconciles to the total of the government receivables and commercial receivables lines of the consolidated balance sheets.
|
(5)
|
Includes the real estate and the lease intangible assets (including those held through equity method investments) from which we receive scheduled lease payments, typically under long-term triple net lease agreements.
|
(6)
|
Excludes approximately
170
transactions each with outstanding balances that are less than
$1 million
and that in the aggregate total
$64 million
.
|
Investment Date
|
|
Investee
|
|
Carrying Value
|
||
|
|
|
|
(in millions)
|
||
Various
|
|
2007 Vento I, LLC
|
|
$
|
92
|
|
Various
|
|
Northern Frontier Wind, LLC
|
|
75
|
|
|
December 2015
|
|
Buckeye Wind Energy Class B Holdings, LLC
|
|
72
|
|
|
December 2018
|
|
3D Engie, LLC
|
|
49
|
|
|
October 2016
|
|
Invenergy Gunsight Mountain Holdings, LLC
|
|
37
|
|
|
Various
|
|
Helix Fund I, LLC
|
|
26
|
|
|
Various
|
|
Other transactions
|
|
120
|
|
|
|
|
Total equity method investments
|
|
$
|
471
|
|
|
Total
|
|
Less than 1 year
|
|
1-5 years
|
|
5-10 years
|
|
More than 10
years
|
||||||||||
|
(dollars in millions)
|
||||||||||||||||||
Receivables
|
|
|
|
|
|
|
|
|
|
||||||||||
Maturities by period
|
$
|
945
|
|
|
$
|
1
|
|
|
$
|
17
|
|
|
$
|
57
|
|
|
$
|
870
|
|
Weighted average yield by period
|
6.6
|
%
|
|
3.4
|
%
|
|
6.0
|
%
|
|
4.8
|
%
|
|
6.7
|
%
|
|||||
Investments
|
|
|
|
|
|
|
|
|
|
||||||||||
Maturities by period
|
$
|
170
|
|
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
93
|
|
Weighted average yield by period
|
4.2
|
%
|
|
3.6
|
%
|
|
—
|
%
|
|
4.1
|
%
|
|
4.7
|
%
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Real estate
|
|
|
|
||||
Land
|
$
|
269
|
|
|
$
|
247
|
|
Lease intangibles
|
104
|
|
|
99
|
|
||
Accumulated amortization of lease intangibles
|
(8
|
)
|
|
(5
|
)
|
||
Real estate
|
$
|
365
|
|
|
$
|
341
|
|
Year Ending December 31,
|
|
Future
Amortization
Expense
|
|
Minimum
Rental
Payments
|
||||
|
|
(in millions)
|
||||||
2019
|
|
$
|
3
|
|
|
$
|
22
|
|
2020
|
|
3
|
|
|
22
|
|
||
2021
|
|
3
|
|
|
22
|
|
||
2022
|
|
3
|
|
|
22
|
|
||
2023
|
|
3
|
|
|
23
|
|
||
Thereafter
|
|
81
|
|
|
788
|
|
||
Total
|
|
$
|
96
|
|
|
$
|
899
|
|
Year Ending December 31,
|
|
Future Payments
|
||
|
|
(in millions)
|
||
2019
|
|
$
|
51
|
|
2020
|
|
16
|
|
|
2021
|
|
5
|
|
|
Total
|
|
$
|
72
|
|
|
Rep-Based Facility
|
|
Approval-Based Facility
|
||||
|
(dollars in millions)
|
||||||
Outstanding balance
|
$
|
134
|
|
|
$
|
125
|
|
Value of collateral pledged to credit facility
|
188
|
|
|
164
|
|
||
Weighted average short-term borrowing rate
|
3.9
|
%
|
|
4.2
|
%
|
|
|
Future Minimum Maturities
|
||
For the year ended December 31,
|
|
(in millions)
|
||
2019
|
|
$
|
10
|
|
2020
|
|
8
|
|
|
2021
|
|
8
|
|
|
2022
|
|
8
|
|
|
2023
|
|
15
|
|
|
Total
|
|
$
|
49
|
|
|
Outstanding
Balance as of
December 31,
|
|
Interest
Rate
|
|
Maturity Date
|
|
Anticipated
Balance at
Maturity
|
|
Carrying Value of
Assets Pledged
as of December 31,
|
|
Description of Assets
Pledged
|
||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
|||||||||||||||||||
|
(dollars in millions)
|
||||||||||||||||||||||||||
HASI Sustainable Yield Bond 2013-1
|
$
|
55
|
|
|
$
|
67
|
|
|
2.79
|
%
|
|
December
2019 |
|
|
$
|
51
|
|
|
$
|
76
|
|
|
$
|
86
|
|
|
Receivables
|
ABS Loan Agreement
(1)
|
—
|
|
|
81
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
Equity interest in Strong Upwind Holdings I, LLC
|
|||||
HASI Sustainable Yield Bond 2015-1A
|
90
|
|
|
94
|
|
|
4.28
|
%
|
|
October 2034
|
|
|
—
|
|
|
135
|
|
|
137
|
|
|
Receivables, real estate and real estate intangibles
|
|||||
HASI Sustainable Yield Bond 2015-1B Note
|
13
|
|
|
14
|
|
|
5.41
|
%
|
|
October 2034
|
|
|
—
|
|
|
135
|
|
|
137
|
|
|
Class B Bond of HASI Sustainable Yield Bond 2015-1
|
|||||
2017 Credit Agreement
|
112
|
|
|
180
|
|
|
4.12
|
%
|
|
January 2023
|
|
|
—
|
|
|
151
|
|
|
226
|
|
|
Equity interests in Strong Upwind Holdings I, II, III, and IV LLC, and Northern Frontier Wind, LLC
|
|||||
HASI SYB Loan Agreement 2015-2
|
32
|
|
|
36
|
|
|
6.89
|
%
|
(2)
|
December 2023
|
|
|
—
|
|
|
72
|
|
|
68
|
|
|
Equity interest in Buckeye Wind Energy Class B Holdings LLC, related interest rate swap
|
|||||
HASI SYB Loan Agreement 2015-3
(3)
|
—
|
|
|
143
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171
|
|
|
Residential solar receivables, related interest rate swaps
|
|||||
HASI SYB Loan Agreement 2016-1
(3)
|
—
|
|
|
121
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
Residential solar receivables, related interest rate swaps
|
|||||
HASI SYB Trust 2016-2
|
77
|
|
|
81
|
|
|
4.35
|
%
|
|
April 2037
|
|
|
—
|
|
|
81
|
|
|
86
|
|
|
Receivables
|
|||||
2017 Master Repurchase Agreement
|
56
|
|
|
35
|
|
|
5.13
|
%
|
(2)
|
July 2019
|
|
|
53
|
|
|
67
|
|
|
38
|
|
|
Receivables and investments
|
|||||
HASI ECON 101 Trust
|
133
|
|
|
134
|
|
|
3.57
|
%
|
|
May 2041
|
|
|
—
|
|
|
137
|
|
|
140
|
|
|
Receivables and investments
|
|||||
HASI SYB Trust 2017-1
|
159
|
|
|
162
|
|
|
3.86
|
%
|
|
March 2042
|
|
|
—
|
|
|
208
|
|
|
209
|
|
|
Receivables, real estate and real estate intangibles
|
|||||
Other non-recourse debt
(4)
|
125
|
|
|
90
|
|
|
3.15% - 7.45%
|
|
|
2019 to 2046
|
|
|
18
|
|
|
178
|
|
|
162
|
|
|
Receivables
|
|||||
Debt issuance costs
|
(17
|
)
|
|
(27
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-recourse debt
(5)
|
$
|
835
|
|
|
$
|
1,211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
This non-recourse debt agreement was re-financed through our credit facilities in 2018.
|
(2)
|
Interest rate represents the current period’s LIBOR based rate plus the spread. Also see the interest rate swap contracts shown in the table below, the value of which are not included in the book value of assets pledged or the interest rate of the debt instrument.
|
(3)
|
These non-recourse debt agreements were repaid in the fourth quarter of 2018 from proceeds of prepayment of the related assets. See Note 6. Our Portfolio for further information.
|
(4)
|
Other non-recourse debt consists of various debt agreements used to finance certain of our receivables for their term. Debt service payment requirements, in a majority of cases, are equal to or less than the cash flows received from the underlying receivables.
|
(5)
|
The total collateral pledged against our non-recourse debt was
$1,105 million
and
$1,545 million
as of
December 31, 2018
and
December 31, 2017
, respectively. In addition,
$35 million
and
$59 million
of our restricted cash balance was pledged as collateral to various non-recourse loans as of
December 31, 2018
and
December 31, 2017
|
|
|
|
|
|
Notional Value
as of December 31,
|
|
Fair Value
as of
December 31,
|
|
|
|||||||||||||
|
Base Rate
|
|
Hedged
Rate
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
Term
|
|||||||||
|
|
|
|
|
(dollars in millions)
|
|
|
|||||||||||||||
HASI SYB Loan Agreement 2015-2
|
3 month
LIBOR |
|
1.52
|
%
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
December 2015 to
December 2018 |
HASI SYB Loan Agreement 2015-2
|
3 month
LIBOR |
|
2.55
|
%
|
|
29
|
|
|
29
|
|
|
—
|
|
|
(0.2
|
)
|
|
December 2018 to
December 2024 |
||||
HASI SYB Loan Agreement 2015-3
(1)
|
1 month
LIBOR |
|
2.34
|
%
|
|
—
|
|
|
119
|
|
|
—
|
|
|
—
|
|
|
November 2020 to
August 2028 |
||||
HASI SYB Loan Agreement 2016-1
(1)
|
3 month
LIBOR |
|
1.88
|
%
|
|
—
|
|
|
120
|
|
|
—
|
|
|
1.1
|
|
|
November 2016 to
November 2021 |
||||
HASI SYB Loan Agreement 2016-1
(1)
|
3 month
LIBOR |
|
2.73
|
%
|
|
—
|
|
|
107
|
|
|
—
|
|
|
(1.1
|
)
|
|
November 2021 to
October 2032 |
||||
2017 Master Repurchase Agreement
|
3 month
LIBOR |
|
2.42
|
%
|
|
32
|
|
|
32
|
|
|
0.3
|
|
|
—
|
|
|
August 2019 to
March 2033 |
||||
Total
|
|
|
|
|
$
|
61
|
|
|
$
|
438
|
|
|
$
|
0.3
|
|
|
$
|
(0.1
|
)
|
|
|
(1)
|
These interest rate swaps were financially settled in November 2018.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Total interest expense
|
$
|
76,874
|
|
|
$
|
65,472
|
|
|
$
|
45,241
|
|
Impact of hedging
|
(8,034
|
)
|
(1)
|
972
|
|
|
1,316
|
|
(1)
|
There was an approximately
$8 million
gain on the settlement of these instruments that is classified in interest expense in our consolidated statement of operations.
|
Year Ending December 31,
|
Future minimum
maturities
|
||
|
(in millions)
|
||
2019
|
$
|
139
|
|
2020
|
24
|
|
|
2021
|
26
|
|
|
2022
|
27
|
|
|
2023
|
61
|
|
|
Thereafter
|
575
|
|
|
Total minimum maturities
|
852
|
|
|
Deferred financing costs, net
|
(17
|
)
|
|
Total non-recourse debt
|
$
|
835
|
|
|
As of and for the year ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Principal
|
$
|
150
|
|
|
$
|
150
|
|
Accrued interest
|
2
|
|
|
3
|
|
||
Less:
|
|
|
|
||||
Unamortized financing costs
|
(4
|
)
|
|
(5
|
)
|
||
Carrying value of convertible notes
|
$
|
148
|
|
|
$
|
148
|
|
Interest expense
|
$
|
7
|
|
|
$
|
3
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Federal statutory income tax rate
|
21
|
%
|
|
35
|
%
|
|
35
|
%
|
Reduction in rate resulting from:
|
|
|
|
|
|
|||
Share-based compensation
|
(1
|
)%
|
|
(8
|
)%
|
|
(373
|
)%
|
Equity method investments
|
(11
|
)%
|
|
(83
|
)%
|
|
(847
|
)%
|
Other
|
2
|
%
|
|
6
|
%
|
|
9
|
%
|
Valuation allowance
|
2
|
%
|
|
49
|
%
|
|
1,176
|
%
|
TCJA rate revaluation adjustment
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
Effective tax rate
|
13
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Receivables basis difference
|
$
|
(9
|
)
|
|
$
|
(8
|
)
|
Equity method investments
|
(31
|
)
|
|
(22
|
)
|
||
Gross deferred tax liabilities
|
(40
|
)
|
|
(30
|
)
|
||
Net operating loss (NOL) carryforwards
|
34
|
|
|
27
|
|
||
Tax credit carryforwards
|
12
|
|
|
10
|
|
||
Share-based compensation
|
3
|
|
|
3
|
|
||
Valuation allowance
|
(11
|
)
|
|
(11
|
)
|
||
Gross deferred tax assets
|
38
|
|
|
29
|
|
||
Net deferred tax liabilities
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
•
|
Reduced tax rates
-
the highest individual U.S. federal income tax rate on ordinary income is reduced from
39.6%
to
37%
(through taxable years ending in 2025), and the maximum corporate income tax rate is reduced from
35%
to
21%
. In addition, individuals, trust, and estates that own our stock are permitted to deduct up to
20%
of dividends received from us (other than dividends that are designated as capital gain dividends or qualified dividend income), generally resulting in an effective maximum U.S. federal income tax rate of
29.6%
on such dividends (through taxable years ending in 2025). Further, the amount that we are required to withhold on distributions to non-U.S. stockholders that are treated as attributable to gains from our sale or exchange of U.S. real property interests is reduced from
35%
to
21%
.
|
•
|
Net operating losses
-
we and our TRSs may not use net operating losses generated beginning in 2018 to offset more than
80%
of our or our TRSs’ taxable income (prior to the application of the dividends paid deduction). Net operating losses generated beginning in 2018 can be carried forward indefinitely but can no longer be carried back.
|
•
|
Limitation on interest deductions
-
the amount of net interest expense that certain taxpayers, including us and our TRSs, may deduct for a taxable year is limited to the sum of
(i) the taxpayer’s business interest income for the taxable year, and (ii) 30% of the taxpayer’s “adjusted taxable income” for the taxable year
. For taxable years beginning before January 1, 2022, adjusted taxable income means earnings before interest, taxes, depreciation, and amortization (“EBITDA”); for taxable years beginning on or after January 1, 2022, adjusted taxable income is limited to earnings before interest and taxes (“EBIT”).
|
•
|
Alternative Minimum Tax
-
the corporate alternative minimum tax is eliminated.
|
•
|
Income accrual
-
we and our TRSs are required to recognize certain items of income for U.S. federal income tax purposes no later than we would report such items on our financial statements. Earlier recognition of income for U.S. federal income tax purposes could impact our ability to satisfy the REIT distribution requirements. This provision generally applies to taxable years beginning after December 31, 2017, but will apply with respect to income from a debt instrument having “original issue discount” for U.S. federal income tax purposes only for taxable years beginning after December 31, 2018.
|
•
|
Tax credits
-
the TCJA modifies the availability and the use by certain taxpayers of certain tax credits for investments in certain wind, solar, and other renewable energy assets.
|
Announced Date
|
|
Record Date
|
|
Pay Date
|
|
Amount per share
|
||
3/15/2017
|
|
4/5/2017
|
|
4/13/2017
|
|
$
|
0.33
|
|
6/1/2017
|
|
7/6/2017
|
|
7/13/2017
|
|
0.33
|
|
|
9/12/2017
|
|
10/5/2017
|
|
10/16/2017
|
|
0.33
|
|
|
12/12/2017
|
|
12/26/2017
|
(1)
|
1/11/2018
|
|
0.33
|
|
|
2/21/2018
|
|
4/4/2018
|
|
4/12/2018
|
|
0.33
|
|
|
5/31/2018
|
|
7/5/2018
|
|
7/12/2018
|
|
0.33
|
|
|
9/12/2018
|
|
10/3/2018
|
|
10/11/2018
|
|
0.33
|
|
|
12/12/2018
|
|
12/26/2018
|
(1)
|
1/10/2019
|
|
0.33
|
|
(1)
|
These dividends are treated as distributions in the following year for tax purposes.
|
Closing Date
|
|
Common Stock
Offerings
|
|
Shares
Issued
(1)
|
|
Price
Per Share
|
|
Net
Proceeds
(2)
|
|||||
|
|
|
|
(amounts in millions, except per share amounts)
|
|||||||||
1/20/17 to 2/2/17
|
|
ATM
|
|
0.197
|
|
|
$
|
19.18
|
|
(3)
|
$
|
4
|
|
3/10/2017
|
|
Public Offering
|
|
3.450
|
|
|
18.73
|
|
(4)
|
64
|
|
||
5/17/17 to 6/22/17
|
|
ATM
|
|
1.376
|
|
|
22.71
|
|
(3)
|
31
|
|
||
5/18/18 to 6/25/18
|
|
ATM
|
|
0.834
|
|
|
18.76
|
|
(3)
|
15
|
|
||
11/15/18 to 12/11/2018
|
|
ATM
|
|
2.777
|
|
|
23.37
|
|
(3)
|
64
|
|
||
12/17/2018
|
|
Public Offering
|
|
5.000
|
|
|
21.60
|
|
(4)
|
108
|
|
(1)
|
Includes shares issued in connection with the exercise of the underwriters’ option to purchase additional shares.
|
(2)
|
Net proceeds from the offerings are shown after deducting underwriting discounts, commissions and other offering costs.
|
(3)
|
Represents the average price per share at which investors in our ATM offerings purchased our shares.
|
(4)
|
Represents the price per share at which the underwriters in our public offerings purchased our shares.
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Equity-based compensation expense
|
$
|
10
|
|
|
$
|
11
|
|
|
$
|
10
|
|
Fair value of awards vested on vesting date
|
7
|
|
|
5
|
|
|
14
|
|
|
Restricted Shares of
Common Stock
|
|
Weighted Average
Share Price
|
|
Value
|
|||||
|
|
|
|
|
(in millions)
|
|||||
Ending Balance—December 31, 2015
|
1,248,069
|
|
|
$
|
15.16
|
|
|
$
|
18.9
|
|
Granted
|
661,055
|
|
|
18.62
|
|
|
12.3
|
|
||
Vested
|
(716,264
|
)
|
|
14.03
|
|
|
(10.0
|
)
|
||
Forfeited
|
(11,188
|
)
|
|
17.25
|
|
|
(0.2
|
)
|
||
Ending Balance—December 31, 2016
|
1,181,672
|
|
|
$
|
17.76
|
|
|
$
|
21.0
|
|
Granted
|
452,864
|
|
|
19.06
|
|
|
8.6
|
|
||
Vested
|
(230,424
|
)
|
|
14.41
|
|
|
(3.3
|
)
|
||
Forfeited
|
(4,519
|
)
|
|
18.72
|
|
|
(0.1
|
)
|
||
Ending Balance—December 31, 2017
|
1,399,593
|
|
|
$
|
18.73
|
|
|
$
|
26.2
|
|
Granted
|
454,106
|
|
|
19.72
|
|
|
9.0
|
|
||
Vested
|
(370,072
|
)
|
|
18.88
|
|
|
(7.0
|
)
|
||
Forfeited
|
(96,871
|
)
|
|
18.92
|
|
|
(1.8
|
)
|
||
Ending Balance—December 31, 2018
|
1,386,756
|
|
|
$
|
19.00
|
|
|
$
|
26.4
|
|
|
Restricted Stock
Units
|
|
Weighted Average
Share Price
|
|
Value
|
|||||
|
|
|
|
|
(in millions)
|
|||||
Ending Balance—December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Granted
|
257,284
|
|
|
18.99
|
|
|
4.9
|
|
||
Vested
|
(376
|
)
|
|
18.99
|
|
|
—
|
|
||
Forfeited
|
(1,202
|
)
|
|
18.99
|
|
|
—
|
|
||
Ending Balance—December 31, 2017
|
255,706
|
|
|
$
|
18.99
|
|
|
$
|
4.9
|
|
Granted
|
176,128
|
|
|
20.24
|
|
|
3.5
|
|
||
Vested
|
(20,368
|
)
|
|
18.99
|
|
|
(0.4
|
)
|
||
Forfeited
|
(18,318
|
)
|
|
19.05
|
|
|
(0.3
|
)
|
||
Ending Balance—December 31, 2018
|
393,148
|
|
|
$
|
19.55
|
|
|
$
|
7.7
|
|
|
Year ended December 31,
|
||||||||||
Numerator:
|
2018
|
|
2017
|
|
2016
|
||||||
|
(dollars in millions, except share and per share data)
|
||||||||||
Net income (loss) attributable to controlling stockholders and participating securities
|
$
|
41.6
|
|
|
$
|
30.9
|
|
|
$
|
14.7
|
|
Less: Dividends paid on participating securities
|
(1.8
|
)
|
|
(1.9
|
)
|
|
(1.8
|
)
|
|||
Undistributed earnings attributable to participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to controlling stockholders
|
$
|
39.8
|
|
|
$
|
29.0
|
|
|
$
|
12.9
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average number of common shares—basic
|
52,780,449
|
|
|
50,361,672
|
|
|
40,290,717
|
|
|||
Weighted-average number of common shares—diluted
|
52,780,449
|
|
|
50,361,672
|
|
|
40,290,717
|
|
|||
Basic earnings per common share
|
$
|
0.75
|
|
|
$
|
0.57
|
|
|
$
|
0.32
|
|
Diluted earnings per common share
|
$
|
0.75
|
|
|
$
|
0.57
|
|
|
$
|
0.32
|
|
Other Information:
|
|
|
|
|
|
||||||
Weighted-average number of OP units
|
281,106
|
|
|
284,992
|
|
|
284,992
|
|
|||
Unvested restricted common stock outstanding (i.e., participating securities)
|
1,386,756
|
|
|
1,399,593
|
|
|
1,181,672
|
|
|
Buckeye Wind
Energy Class
B Holdings,
LLC
|
|
MM Solar Parent LLC
|
|
Helix Fund I, LLC
|
|
Other
investments
(1)
|
|
Total
|
||||||||||
|
|
||||||||||||||||||
Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
As of September 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
248
|
|
|
$
|
257
|
|
Total assets
|
280
|
|
|
84
|
|
|
27
|
|
|
3,713
|
|
|
4,104
|
|
|||||
Current liabilities
|
3
|
|
|
5
|
|
|
—
|
|
|
108
|
|
|
116
|
|
|||||
Total liabilities
|
13
|
|
|
33
|
|
|
—
|
|
|
955
|
|
|
1,001
|
|
|||||
Members’ equity
|
267
|
|
|
51
|
|
|
27
|
|
|
2,758
|
|
|
3,103
|
|
|||||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
3
|
|
|
3
|
|
|
1
|
|
|
130
|
|
|
137
|
|
|||||
Total assets
|
286
|
|
|
85
|
|
|
28
|
|
|
2,866
|
|
|
3,265
|
|
|||||
Current liabilities
|
1
|
|
|
5
|
|
|
—
|
|
|
70
|
|
|
76
|
|
|||||
Total liabilities
|
11
|
|
|
36
|
|
|
—
|
|
|
319
|
|
|
366
|
|
|||||
Members’ equity
|
275
|
|
|
49
|
|
|
28
|
|
|
2,547
|
|
|
2,899
|
|
|||||
Income Statement
|
|
|
|
|
|
|
|
|
|
||||||||||
For the nine months ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
10
|
|
|
8
|
|
|
2
|
|
|
197
|
|
|
217
|
|
|||||
Income from continuing operations
|
(5
|
)
|
|
4
|
|
|
1
|
|
|
19
|
|
|
19
|
|
|||||
Net income
|
(5
|
)
|
|
4
|
|
|
1
|
|
|
19
|
|
|
19
|
|
|||||
For the year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
12
|
|
|
11
|
|
|
2
|
|
|
248
|
|
|
273
|
|
|||||
Income from continuing operations
|
(8
|
)
|
|
4
|
|
|
1
|
|
|
(49
|
)
|
|
(52
|
)
|
|||||
Net income
|
(8
|
)
|
|
4
|
|
|
1
|
|
|
(49
|
)
|
|
(52
|
)
|
|||||
For the year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
13
|
|
|
12
|
|
|
—
|
|
|
283
|
|
|
308
|
|
|||||
Income from continuing operations
|
(6
|
)
|
|
5
|
|
|
—
|
|
|
23
|
|
|
22
|
|
|||||
Net income
|
(6
|
)
|
|
5
|
|
|
—
|
|
|
23
|
|
|
22
|
|
(1)
|
Represents aggregated financial statement information for investments not separately presented.
|
|
For the Three-Months Ended
|
||||||||||||||
|
(in millions, except for per share data)
|
||||||||||||||
|
March 31, 2018
|
|
June 30, 2018
|
|
Sept. 30, 2018
|
|
Dec. 31, 2018
|
||||||||
Total revenue
|
$
|
27,908
|
|
|
$
|
35,826
|
|
|
$
|
34,883
|
|
|
$
|
39,192
|
|
Total expenses
|
26,833
|
|
|
28,903
|
|
|
29,041
|
|
|
31,251
|
|
||||
Income before equity method investments
|
1,075
|
|
|
6,923
|
|
|
5,842
|
|
|
7,941
|
|
||||
Income (loss) from equity method investments
|
(2,285
|
)
|
|
10,583
|
|
|
11,671
|
|
|
2,192
|
|
||||
Income (loss) before income taxes
|
(1,210
|
)
|
|
17,506
|
|
|
17,513
|
|
|
10,133
|
|
||||
Income tax (expense) benefit
|
(18
|
)
|
|
(153
|
)
|
|
(939
|
)
|
|
(1,034
|
)
|
||||
Net income (loss)
|
(1,228
|
)
|
|
17,353
|
|
|
16,574
|
|
|
9,099
|
|
||||
Net income (loss) attributable to controlling stockholders
|
$
|
(1,223
|
)
|
|
$
|
17,262
|
|
|
$
|
16,483
|
|
|
$
|
9,055
|
|
Basic and diluted earnings (loss) per common share
|
$
|
(0.03
|
)
|
|
$
|
0.32
|
|
|
$
|
0.30
|
|
|
$
|
0.16
|
|
|
For the Three-Months Ended
|
||||||||||||||
|
(in millions, except for per share data)
|
||||||||||||||
|
March 31, 2017
|
|
June 30, 2017
|
|
Sept. 30, 2017
|
|
Dec. 31, 2017
|
||||||||
Total revenue
|
$
|
23,800
|
|
|
$
|
28,275
|
|
|
$
|
26,402
|
|
|
$
|
27,095
|
|
Total expenses
|
20,697
|
|
|
24,159
|
|
|
25,298
|
|
|
25,788
|
|
||||
Income before equity method investments
|
3,103
|
|
|
4,116
|
|
|
1,104
|
|
|
1,307
|
|
||||
Income (loss) from equity method investments
|
4,171
|
|
|
8,377
|
|
|
6,876
|
|
|
2,866
|
|
||||
Income (loss) before income taxes
|
7,274
|
|
|
12,493
|
|
|
7,980
|
|
|
4,173
|
|
||||
Income tax (expense) benefit
|
(32
|
)
|
|
(83
|
)
|
|
(5
|
)
|
|
(766
|
)
|
||||
Net income (loss)
|
7,242
|
|
|
12,410
|
|
|
7,975
|
|
|
3,407
|
|
||||
Net income (loss) attributable to controlling stockholders
|
$
|
7,199
|
|
|
$
|
12,340
|
|
|
$
|
7,933
|
|
|
$
|
3,383
|
|
Basic and diluted earnings (loss) per common share
|
$
|
0.14
|
|
|
$
|
0.23
|
|
|
$
|
0.14
|
|
|
$
|
0.06
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
(3)
|
Exhibits Files:
|
Exhibit
number
|
Exhibit description
|
3.1
|
|
3.2
|
|
3.3
|
|
4.1
|
|
4.2
|
|
4.3
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
10.6
|
|
10.7
|
10.8
|
|
10.9
|
|
10.10
|
|
10.11
|
|
10.12
|
|
10.13
|
|
10.14
|
|
10.15
|
|
10.16
|
|
10.17
|
|
10.18
|
|
10.19
|
|
10.2
|
|
10.21
|
Item 16.
|
Form 10-K Summary
|
|
HANNON ARMSTRONG SUSTAINABLE
|
|
INFRASTRUCTURE CAPITAL, INC.
|
|
(Registrant)
|
|
|
Date: February 22, 2019
|
/s/ Jeffrey W. Eckel
|
|
Jeffrey W. Eckel
|
|
Chairman, Chief Executive Officer and President
|
|
|
|
/s/ Charles W. Melko
|
|
Charles W. Melko
|
|
Chief Accounting Officer and Senior Vice President
|
Signatures
|
Title
|
|
|
|
|
|
|
By:
|
/s/ Jeffrey W. Eckel
|
Chairman of the Board, President
|
February 22, 2019
|
|
Jeffrey W. Eckel
|
and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
By:
|
/s/ J. Brendan Herron
|
Chief Financial Officer and
|
February 22, 2019
|
|
J. Brendan Herron
|
Executive Vice President
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
By:
|
/s/ Charles W. Melko
|
Chief Accounting Officer and
|
February 22, 2019
|
|
Charles W. Melko
|
Senior Vice President
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
By:
|
/s/ Rebecca B. Blalock
|
|
February 22, 2019
|
|
Rebecca B. Blalock
|
|
|
|
|
|
|
By:
|
/s/ Teresa M. Brenner
|
|
February 22, 2019
|
|
Teresa M. Brenner
|
|
|
|
|
|
|
By:
|
/s/ Mark J. Cirilli
|
|
February 22, 2019
|
|
Mark J. Cirilli
|
|
|
|
|
|
|
By:
|
/s/ Charles M. O'Neil
|
|
February 22, 2019
|
|
Charles M. O’Neil
|
|
|
|
|
|
|
By:
|
/s/ Richard J. Osborne
|
|
February 22, 2019
|
|
Richard J. Osborne
|
|
|
|
|
|
|
By:
|
/s/ Steven G. Osgood
|
|
February 22, 2019
|
|
Steven G. Osgood
|
|
|
1 Year HA Sustainable Infrastru... Chart |
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