Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 05, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-35877 | |
Entity Registrant Name | HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 46-1347456 | |
Entity Address, Address Line One | 1906 Towne Centre Blvd | |
Entity Address, Address Line Two | Suite 370 | |
Entity Address, City or Town | Annapolis, | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 21401 | |
City Area Code | 410 | |
Local Phone Number | 571-9860 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | HASI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 73,387,996 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001561894 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Cash and cash equivalents | $ 173,025 | $ 6,208 |
Equity method investments | 581,930 | 498,631 |
Real estate | 361,493 | 362,265 |
Investments | 63,167 | 74,530 |
Securitization assets | 121,929 | 123,979 |
Other assets | 90,461 | 162,054 |
Total Assets | 2,524,487 | 2,387,274 |
Liabilities: | ||
Accounts payable, accrued expenses and other | 48,672 | 54,351 |
Credit facilities | 153,074 | 31,199 |
Non-recourse debt (secured by assets of $802 million and $921 million, respectively) | 633,328 | 700,225 |
Senior unsecured notes | 504,724 | 512,153 |
Convertible notes | 148,134 | 149,434 |
Total Liabilities | 1,487,932 | 1,447,362 |
Stockholders’ Equity: | ||
Preferred stock, par value $0.01 per share, 50,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, par value $0.01 per share, 450,000,000 shares authorized, 71,325,089 and 66,338,120 shares issued and outstanding, respectively | 713 | 663 |
Additional paid in capital | 1,206,225 | 1,102,303 |
Accumulated deficit | (185,789) | (169,786) |
Accumulated other comprehensive income (loss) | 11,076 | 3,300 |
Non-controlling interest | 4,330 | 3,432 |
Total Stockholders’ Equity | 1,036,555 | 939,912 |
Total Liabilities and Stockholders’ Equity | 2,524,487 | 2,387,274 |
Government receivables | ||
Assets | ||
Receivables | 259,085 | 263,175 |
Commercial receivables | ||
Assets | ||
Receivables | $ 873,397 | $ 896,432 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Allowance for credit losses | $ 26 | |
Non-recourse debt, secured by assets | $ 802 | $ 921 |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 450,000,000 | 450,000,000 |
Common stock, shares issued (in shares) | 71,325,089 | 66,338,120 |
Common stock, shares outstanding (in shares) | 71,325,089 | 60,510,086 |
Government receivables | ||
Allowance for credit losses | $ 0 | |
Commercial receivables | ||
Allowance for credit losses | $ 26 | $ 8 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | ||
Interest income | $ 23,889 | $ 17,654 |
Rental income | 6,470 | 6,476 |
Gain on sale of receivables and investments | 4,905 | 6,839 |
Fee income | 5,570 | 2,174 |
Total revenue | 40,834 | 33,143 |
Expenses | ||
Interest expense | 18,135 | 15,430 |
Provision for loss on receivables | 648 | 0 |
Compensation and benefits | 8,897 | 7,439 |
General and administrative | 3,409 | 3,342 |
Total expenses | 31,089 | 26,211 |
Income before equity method investments | 9,745 | 6,932 |
Income (loss) from equity method investments | 16,588 | 4,506 |
Income (loss) before income taxes | 26,333 | 11,438 |
Income tax (expense) benefit | (1,923) | 2,270 |
Net income (loss) | 24,410 | 13,708 |
Net income (loss) attributable to non-controlling interest holders | 102 | 61 |
Net income (loss) attributable to controlling stockholders | $ 24,308 | $ 13,647 |
Basic earnings (loss) per common share (in usd per share) | $ 0.36 | $ 0.22 |
Diluted earnings (loss) per common share (in usd per share) | $ 0.35 | $ 0.21 |
Weighted average common shares outstanding — basic (in shares) | 67,172,104 | 61,748,906 |
Weighted average common shares outstanding — diluted (in shares) | 73,140,922 | 62,365,271 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 24,410 | $ 13,708 |
Unrealized gain (loss) on available-for-sale securities, net of tax benefit (provision) of ($0.5) million in 2020 and ($0.3) million in 2019 | 7,454 | 1,999 |
Unrealized gain (loss) on interest rate swaps, net of tax benefit (provision) of ($0.1) million in 2020 and $0.0 million in 2019 | 358 | (684) |
Comprehensive income (loss) | 32,222 | 15,023 |
Less: Comprehensive income (loss) attributable to non-controlling interest holders | 137 | 69 |
Comprehensive income (loss) attributable to controlling stockholders | $ 32,085 | $ 14,954 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized gain (loss) on interest rate swaps, tax benefit (provision) | $ (0.5) | $ (0.3) |
Unrealized gain (loss) on available-for-sale securities, benefit (provision) | $ (0.1) | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non-controlling interests |
Beginning Balance (in shares) at Dec. 31, 2018 | 60,510 | |||||
Beginning Balance at Dec. 31, 2018 | $ 804,523 | $ 605 | $ 965,384 | $ (163,205) | $ (1,684) | $ 3,423 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 13,708 | 13,647 | 61 | |||
Unrealized gain (loss) on available-for-sale securities | 1,999 | 1,990 | 9 | |||
Unrealized gain (loss) on interest rate swaps | (684) | (681) | (3) | |||
Issued shares of common stock (in shares) | 2,068 | |||||
Issued shares of common stock | 46,812 | $ 21 | 46,791 | |||
Equity-based compensation | 3,613 | 3,596 | 17 | |||
Issuance (repurchase) of vested equity-based compensation shares (in shares) | 298 | |||||
Issuance (repurchase) of vested equity-based compensation shares | (6,422) | $ 3 | (6,425) | |||
Dividends and distributions | (21,488) | (21,395) | (93) | |||
Ending Balance (in shares) at Mar. 31, 2019 | 62,876 | |||||
Ending Balance at Mar. 31, 2019 | 842,061 | $ 629 | 1,009,346 | (170,953) | (375) | 3,414 |
Beginning Balance (in shares) at Dec. 31, 2019 | 66,338 | |||||
Beginning Balance at Dec. 31, 2019 | 939,912 | $ 663 | 1,102,303 | (169,786) | 3,300 | 3,432 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 24,410 | 24,308 | 102 | |||
Unrealized gain (loss) on available-for-sale securities | 7,454 | 7,420 | 34 | |||
Unrealized gain (loss) on interest rate swaps | 358 | 356 | 2 | |||
Issued shares of common stock (in shares) | 4,506 | |||||
Issued shares of common stock | 115,359 | $ 45 | 115,314 | |||
Equity-based compensation | 5,520 | 4,581 | 939 | |||
Issuance (repurchase) of vested equity-based compensation shares (in shares) | 481 | |||||
Issuance (repurchase) of vested equity-based compensation shares | (15,968) | $ 5 | (15,973) | |||
Dividends and distributions | (26,385) | (26,280) | (105) | |||
Ending Balance (in shares) at Mar. 31, 2020 | 71,325 | |||||
Ending Balance at Mar. 31, 2020 | $ 1,036,555 | $ 713 | $ 1,206,225 | $ (185,789) | $ 11,076 | $ 4,330 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Net income (loss) | $ 24,410 | $ 13,708 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Provision for loss on receivables | 648 | 0 |
Depreciation and amortization | 895 | 1,136 |
Amortization of deferred financing costs | 2,096 | 1,673 |
Equity-based compensation | 3,548 | 3,578 |
Equity method investments | 8,914 | 2,024 |
Non-cash gain on securitization | (14,302) | (6,610) |
Gain on sale of receivables and investments | 9,397 | 0 |
Changes in accounts payable and accrued expenses | (11,291) | (9,285) |
Other | (12,660) | (2,771) |
Net cash provided by (used in) operating activities | 11,655 | 3,453 |
Cash flows from investing activities | ||
Equity method investments | (140,877) | (10,448) |
Equity method investment distributions received | 50,143 | 20,530 |
Purchases of and investments in receivables | (29,671) | (22,430) |
Principal collections from receivables | 38,276 | 21,345 |
Proceeds from sales of receivables | 8,035 | 26,919 |
Purchases of investments | (15,937) | (6,809) |
Principal collections from investments | 1,048 | 1,325 |
Proceeds from sales of investments and securitization assets | 42,920 | 0 |
Funding of escrow accounts | (712) | (11,869) |
Withdrawal from escrow accounts | 1,273 | 7,945 |
Other | 35 | 69 |
Net cash provided by (used in) investing activities | (45,467) | 26,577 |
Cash flows from financing activities | ||
Proceeds from credit facilities | 126,000 | 26,500 |
Principal payments on credit facilities | (4,347) | (1,925) |
Proceeds from issuance of non-recourse debt | 15,938 | 13,923 |
Principal payments on non-recourse debt | (83,488) | (35,180) |
Net proceeds of common stock issuances | 114,760 | 46,388 |
Payments of dividends and distributions | (24,363) | (20,518) |
Withholdings on employee share vesting | (15,968) | (6,422) |
Other | (990) | (6,008) |
Net cash provided by (used in) financing activities | 127,542 | 16,758 |
Increase (decrease) in cash, cash equivalents, and restricted cash | 93,730 | 46,788 |
Cash, cash equivalents, and restricted cash at beginning of period | 106,586 | 59,353 |
Cash, cash equivalents, and restricted cash at end of period | 200,316 | 106,141 |
Interest paid | 25,436 | 14,882 |
Non-cash changes in residual assets (investing activity) | $ (14,302) | $ (6,636) |
The Company
The Company | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company”) focuses on making investments in climate change solutions by providing capital to the leading companies in the energy efficiency, renewable energy and other sustainable infrastructure markets. Our goal is to generate attractive returns from a diversified portfolio of projects with long-term and predictable cash flows from proven technologies that reduce carbon emissions or increase resilience to climate change. The Company and its subsidiaries are hereafter referred to as “we,” “us,” or “our.” Our investments take various forms, including equity, joint ventures, lending or other financing transactions, as well as real estate ownership and typically benefit from contractually committed high credit quality obligors. We also generate on-going fees through gain-on-sale securitization transactions, advisory services and asset management. We refer to the income producing assets that we hold on our balance sheet as our “Portfolio.” Our Portfolio may include: • Equity investments in either preferred or common structures in unconsolidated entities; • Government and commercial receivables, such as loans for renewable energy and energy efficiency projects; • Real estate, such as land or other assets leased for use by sustainable infrastructure projects typically under long-term leases; and • Investments in debt securities of renewable energy or energy efficiency projects. We finance our business through cash on hand, borrowings under credit facilities and debt transactions, asset-backed securitization transactions and equity issuances. We also generate fee income through securitizations and syndications, by providing broker/dealer services and by managing and servicing assets owned by third parties. Some of our subsidiaries are special purpose entities that are formed for specific operations associated with investing in sustainable infrastructure receivables for specific long-term contracts. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “HASI.” We have qualified as a real estate investment trust (“REIT”) and also intend to continue to operate our business in a manner that will maintain our exemption from registration as an investment company under the 1940 Act, as amended. We operate our business through, and serve as the sole general partner of, our operating partnership subsidiary, Hannon Armstrong Sustainable Infrastructure, L.P., (the “Operating Partnership”), which was formed to acquire and directly or indirectly own our assets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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, 2019 , as filed with the SEC. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations and cash flows have been included. Our results of operations for the three -month periods ended March 31, 2020 and 2019, 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 (“FASB”) 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 and Equity Method Investments We account for our investments in entities that are considered voting interest entities or variable interest entities (“VIEs”) under ASC 810 and assess whether we should consolidate these entities on an ongoing basis. We have established various special purpose entities or securitization trusts for the purpose of securitizing certain receivables or other debt investments which are not consolidated in our financial statements as described below in Securitization of Financial Assets. We have assessed that we have power over and receive the benefits from those special purpose entities that are formed for the purpose of holding our government and commercial receivables and investments on our balance sheet; hence, we are the primary beneficiary and should consolidate these entities under the provisions of ASC 810. We have made equity investments in various renewable energy and energy efficiency projects. These investments are typically owned in holding companies (using limited liability companies ("LLCs") taxed as partnerships) where we partner with either the operator of the project or other institutional investors. We share in the cash flows, income, and tax attributes according to a negotiated schedule (which typically does not correspond with our ownership percentages). Investors, if any, in a preferred return position typically receive a stated preferred return consisting of a priority distribution of all or a portion of the project's cash flows, and in some cases, tax attributes. Once the stated return, if applicable, is achieved, the partnership “flips” and the operator of the project along with any other common equity investors receive a larger portion of the cash flows, with the previously preferred investors retaining an on-going residual interest. Our equity investments in renewable energy or energy efficiency projects are accounted for under the equity method of accounting. 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. Our maximum exposure to loss through these investments is limited to their recorded values. However, we may provide guarantees of certain obligations of these VIEs. Under the equity method of accounting, the carrying value of these equity method investments is determined based on amounts we invested, adjusted for the equity in earnings or losses of the investee allocated based on the LLC agreement, less distributions received. For the LLC agreements which contain preferences with regard to cash flows from operations, capital events and liquidation, we reflect our share of profits and losses by determining the difference between our claim on the investee’s book value at the beginning and the end of the period, which is adjusted for distributions received and contributions made. This claim is calculated as the amount we would receive if the investee were to liquidate all of its assets at the recorded amounts determined in accordance with GAAP and distribute the resulting cash to creditors and investors in accordance with their respective priorities. This method is referred to as the hypothetical liquidation at book value method or (“HLBV”). Any difference between the amount of our investment and the amount of underlying equity in net assets is generally amortized over the life of the assets and liabilities to which the difference relates. Cash distributions received from these equity method investments are classified as operating activities to the extent of cumulative HLBV earnings 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 have elected to recognize earnings one quarter in arrears for certain of these investments to allow for the receipt of financial information. We have also made an investment in a joint venture which holds land under solar projects that we have determined to be a voting interest entity. This investment entitles us to receive an equal percentage of both cash distributions and profit and loss under the terms of the LLC operating agreement. The investment is accounted for under the equity method of accounting with our portion of income being recognized in income (loss) from equity method investments in the period in which the income is earned. Cash distributions received from this equity method investment are classified as operating activities to the extent of cumulative earnings in our consolidated statements of cash flows. Our initial investment and additional cash distributions beyond those which are classified as operating activities are classified as investing activities in our consolidated statements of cash flows. We evaluate on a quarterly basis whether our investments accounted for using the equity method have an other than temporary impairment (“OTTI”). An OTTI occurs when the estimated fair value of an investment is below the carrying value and the difference is determined to not be recoverable. This evaluation requires significant judgment regarding, but not limited to, the severity and duration of the impairment; the ability and intent to hold the securities until recovery; financial condition, liquidity, and near-term prospects of the issuer; specific events; and other factors. Government and Commercial Receivables Government and commercial receivables (“receivables”) include project loans and receivables. These receivables are separately presented in our balance sheet to illustrate the differing nature of the credit risk related to these assets. Unless otherwise noted, we generally have the ability and intent to hold our receivables for the foreseeable future and thus they are classified as held for investment. Our ability and intent to hold certain receivables may change from time to time depending on a number of factors, including economic, liquidity and capital market conditions. At inception of the arrangement, the carrying value of receivables held for investment represents the present value of the note, lease or other payments, net of any unearned fee income, which is recognized as income over the term of the note or lease using the effective interest method. Receivables that are held for investment are carried at amortized cost, net of any unamortized acquisition premiums or discounts and include origination and acquisition costs, as applicable. Our initial investment and principal repayments of these receivables are classified as investing activities and the interest collected is classified as operating activities in our consolidated statements of cash flows. Receivables that we intend to sell in the short-term are classified as held-for-sale and are carried at the lower of amortized cost or fair value on our balance sheet. The purchases and proceeds from receivables that we intend to sell at origination are classified as operating activities in our consolidated statements of cash flows. Interest collected is classified as an operating activity in our consolidated statements of cash flows. Certain of our receivables may include the ability to defer required interest payments in exchange for increasing the receivable balance at the borrower's option. We generally accrue this paid-in-kind ("PIK") interest when collection is expected, and cease accruing PIK interest if there is insufficient value to support the accrual or we expect that any portion of the principal or interest due is not collectible. We evaluate our receivables for an allowance as determined under ASC Topic 326 Financial Instruments- Credit Losses ("Topic 326") and for our internally derived asset performance categories included in Note 6 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. Prior to January 1, 2020, a receivable was also considered impaired as of the date when, based on current information and events, it was determined that it was probable that we will be unable to collect all amounts due in accordance with the original contracted terms. Many of our receivables are secured by energy efficiency and renewable energy infrastructure projects. Accordingly, we evaluated the extent and impact of any credit deterioration associated with the performance and value of the underlying project, as well as the financial and operating capability of the borrower, its sponsors or the obligor as well as any guarantors. If a receivable was impaired, we determined if a specific allowance should be recorded and recorded such allowance if the present value of expected future cash flows discounted at the receivable’s contractual effective rate was less than its carrying value. This estimate of cash flows also considered the estimated fair market value of the collateral less estimated selling costs if repayment is expected from the collateral. Beginning January 1, 2020, 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 a reasonable and supportable forecast. For periods we cannot reasonably forecast, we utilize historical experience. After the reasonable and supportable forecast period, we immediately revert to historical information when developing our estimates. In developing our forecasts, we consider a number of qualitative and quantitative factors in our assessment, including, a project’s operating results, loan-to-value ratio, any cash reserves, the ability of expected cash from operations to cover the cash flow requirements currently and into the future, key terms of the transaction, the ability of the borrower to refinance the transaction, other credit support from the sponsor or guarantor and the project’s collateral value. In addition, we consider the overall economic environment, the sustainable infrastructure sector, the effect of local, industry, and broader economic factors, 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. We have elected to include accrued interest receivable in our measurement of the allowance. 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 estate 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 ("Topic 842"), Leases , and thus are accounted for similarly to our Commercial Receivables as described above in Government and Commercial Receivables. For our other real estate lease transactions that are classified as operating leases, the scheduled rental revenue typically varies during the lease term and thus rental income is recognized on a straight-line basis, unless there is considerable risk as to collectability, so as to produce a constant periodic rent over the term of the lease. Accrued rental income is the aggregate difference between the scheduled rents which vary during the lease term and the income recognized on a straight-line basis and is recorded in other assets. Expenses, if any, related to the ongoing operation of leases where we are the lessor, are charged to operations as incurred. Our initial investment is classified as investing activities and income collected for rental income is classified as operating activities in our consolidated statements of cash flows. When our real estate transactions are treated as an asset acquisition with an operating lease, we typically record our real estate purchases at cost, including acquisition and closing costs, which is allocated to each tangible and intangible asset acquired on a relative fair value basis. The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land, building and tenant improvements, if any, based on the determination of the fair values of these assets. The as-if-vacant fair value of a property is typically determined by management based on appraisals by a qualified appraiser. In determining the fair value of the identified intangibles of an acquired property, above-market and below-market in-place lease values are valued based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases, and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease, including renewal periods reasonably certain of being exercised by the lessee. The capitalized above-market lease values are amortized as a reduction of rental income and the capitalized below-market lease values are amortized as an increase to rental income, both of which are amortized 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. We treat those trusts where we are unable to conclude that we have been isolated from the securitized financial assets 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 that support our conclusion regarding the transferred financial assets. When we sell financial assets in securitizations, we generally retain interests in the form of servicing rights and residual assets, which we refer to as securitization assets. Gain or loss on the sale of financial assets is calculated based on the excess of the proceeds received from the securitization (less any transaction costs) plus any retained interests obtained over the cost basis of the assets sold. For retained interests, we generally estimate fair value based on the present value of future expected cash flows using our best estimates of the key assumptions of anticipated losses, prepayment rates, and current market discount rates commensurate with the risks involved. Cash flows related to our securitizations at origination are classified as operating activities in our consolidated statements of cash flows. We initially account for all separately recognized servicing assets and servicing liabilities at fair value and subsequently measure such servicing assets and liabilities using the amortization method. Servicing assets and liabilities are amortized in proportion to, and over the period of, estimated net servicing income with servicing income recognized as earned. We assess servicing assets for impairment at each reporting date. If the amortized cost of servicing assets is greater than the estimated fair value, we will recognize an impairment in net income. Our other retained interest in securitized assets, the residual assets, are accounted for similarly to available-for-sale debt securities and carried at fair value. Our residual assets are evaluated for impairment on a quarterly basis. Interest income related to the residual assets is recognized using the effective interest rate method. If there is a change in the expected cash flows related to the residual assets, we will assess whether the asset is impaired and will calculate a new yield based on the current amortized cost of the residual assets and the revised expected cash flows. This yield is used prospectively to recognize interest income. 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 deferred funding and other obligations outstanding as of the balance sheet dates. Restricted cash is reported as part of other assets in the consolidated balance sheets. Refer to Note 3 for disclosure of the balances of restricted cash included in other assets. Convertible Notes We have issued convertible senior notes that are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options , and ASC 815, Derivatives and Hedging ("ASC 815") . Under ASC 815, issuers of certain convertible debt instruments are generally required to separately account for the conversion option of the convertible debt instrument as either a derivative or equity, unless it meets the scope exemption for contracts indexed to, and settled in, an issuer’s own equity. Since this conversion option is both indexed to our equity and can only be settled in our common stock, we have met the scope exemption, and therefore, we are not separately accounting for the embedded conversion option. The initial issuance and any principal repayments are classified as financing activities and interest payments are classified as operating activities in our consolidated statements of cash flows. Income Taxes We elected and qualified to be taxed as a REIT for U.S. federal income tax purposes, commencing with our taxable year ended December 31, 2013. We also have taxable REIT subsidiaries ("TRSs") which are taxed separately, and which will generally be subject to U.S. federal, state, and local income taxes as well as taxes of foreign jurisdictions, if any. To qualify as a REIT, we must meet on an ongoing basis several organizational and operational requirements, including a requirement that we currently distribute at least 90% of our REIT's net taxable income before dividends paid, excluding capital gains, to our stockholders. As a REIT, we are not subject to U.S. federal corporate income tax on that portion of net income that is currently distributed to our owners. We account for income taxes under ASC 740, Income Taxes ("ASC 740") for our TRSs 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 TRSs are recorded as an adjustment to additional paid-in capital, as it is a transfer amongst entities under common control. We apply ASC 740 with respect to how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. This guidance requires the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. We are required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes U.S. federal and certain states. Equity-Based Compensation In 2013, we adopted the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan (as amended, the “2013 Plan”), which provides for grants of stock options, stock appreciation rights, restricted stock units, shares of restricted common stock, phantom shares, dividend equivalent rights, long-term incentive-plan units (“LTIP units”) and other restricted limited partnership units issued by our Operating Partnership and other equity-based awards. From time to time, we may grant equity or equity-based awards as compensation to members of our senior management team, our independent directors, employees, advisors, consultants and other personnel under our 2013 Plan. Certain awards earned under the plan are based on achieving various performance targets, which are generally earned between 0% and 200% of the initial target, depending on the extent to which the performance target is met. In addition to performance targets, certain LTIP units issued by our Operating Partnership also require a certain level of appreciation of partnership interests to occur before parity is reached and LTIP units can be converted to limited partnership units. We record compensation expense for grants made under the 2013 Plan in accordance with ASC 718, Compensation-Stock Compensation . We record compensation expense for unvested grants that vest solely based on service conditions on a straight-line basis over the vesting period of the entire award based upon the fair market value of the grant on the date of grant. Fair market value for restricted common stock is based on our share price on the date of grant. For awards where the vesting is contingent upon achievement of certain performance targets, compensation expense is measured based on the fair market value on the grant date and is recorded over the requisite service period (which includes the performance period). Actual performance results at the end of the performance period determines the number of shares that will ultimately be awarded. We have also issued awards where the vesting is contingent upon service being provided for a defined period and certain market conditions being met. The fair value of these awards, as measured at the grant date, is recognized over the requisite service period, even if the market conditions are not met. The grant date fair value of these awards was developed by an independent appraiser using a Monte Carlo simulation. Earnings Per Share We compute earnings per share of common stock in accordance with ASC 260, Earnings Per Share . Basic earnings per share is calculated by dividing net income attributable to controlling stockholders (after consideration of the earnings allocated to unvested grants under the 2013 Plan, if applicable) by the weighted-average number of shares of common stock outstanding during the period excluding the weighted average number of unvested grants under the 2013 Plan, if applicable (“participating securities” as defined in Note 12). Diluted earnings per share is calculated by dividing net income attributable to controlling stockholders (after consideration of the earnings allocated to unvested grants under the 2013 Plan, if applicable) by the weighted-average number of shares of common stock outstanding during the period plus other potential common stock instruments if they are dilutive. Other potentially dilutive common stock instruments include our unvested restricted stock, other equity-based awards, and convertible notes. The restricted stock and other equity-based awards are included if they are dilutive using the treasury stock method. The treasury stock method assumes that theoretical proceeds received for future service provided is used to purchase shares of treasury stock at the average market price per share of common stock, which is deducted from the total shares of potential common stock included in the calculation. When unvested grants are dilutive, the earnings allocated to these dilutive unvested grants are not deducted from the net income attributable to controlling stockholders when calculating diluted earnings per share. The convertible notes are included if they are dilutive using the if-converted method. The if-converted method removes interest expense related to the convertible notes from the net income attributable to controlling stockholders and includes the weighted average shares of potential common stock over the period issuable upon conversion of the note. No adjustment is made for shares of potential common stock that are anti-dilutive during a period. Segment Reporting We make equity and debt investments in the energ |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The fair value accounting guidance provides a three-level hierarchy for classifying financial instruments. The levels of inputs used to determine the fair value of our financial assets and liabilities carried on the balance sheet at fair value and for those which only disclosure of fair value is required are characterized in accordance with the fair value hierarchy established by ASC 820, Fair Value Measurements. Where inputs for a financial asset or liability fall in more than one level in the fair value hierarchy, the financial asset or liability is classified in its entirety based on the lowest level input that is significant to the fair value measurement of that financial asset or liability. We use our judgment and consider factors specific to the financial assets and liabilities in determining the significance of an input to the fair value measurements. As of March 31, 2020 and December 31, 2019 , only our residual assets related to our securitization trusts and investments were carried at fair value on the consolidated balance sheets on a recurring basis. The three levels of the fair value hierarchy are described below: • Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the measurement date. • Level 2 — Observable prices that are based on inputs not quoted on active markets but corroborated by market data. • Level 3 — Unobservable inputs are used when little or no market data is available. The tables below illustrate the estimated fair value of our financial instruments on our balance sheet. Unless otherwise discussed below, fair value for our Level 2 and Level 3 measurements is measured using a discounted cash flow model, contractual terms and inputs which consist of base interest rates and spreads over base rates which are based upon market observation and recent comparable transactions. An increase in these inputs would result in a lower fair value and a decline would result in a higher fair value. Our senior unsecured notes and convertible notes are valued using a market based approach and observable prices. The receivables held-for-sale, if any, are carried at the lower of cost or fair value. As of March 31, 2020 Fair Value Carrying Level (in millions) Assets Government receivables $ 283 $ 259 Level 3 Commercial receivables 879 873 Level 3 Investments (1) 63 63 Level 3 Securitization residual assets (2) 118 118 Level 3 Liabilities Credit facilities (3) $ 153 $ 153 Level 3 Non-recourse debt (3) 677 648 Level 3 Senior unsecured notes (3) 491 513 Level 2 Convertible notes (3) 145 151 Level 2 (1) The amortized cost of our investments as of March 31, 2020 , was $59 million. (2) Included in securitization assets on the consolidated balance sheet. This amount excludes securitization servicing assets, which are carried at amortized cost. (3) Fair value and carrying value exclude unamortized debt issuance costs. As of December 31, 2019 Fair Value Carrying Level (in millions) Assets Government receivables $ 278 $ 263 Level 3 Commercial receivables 906 896 Level 3 Investments (1) 75 75 Level 3 Securitization residual assets (2) 122 122 Level 3 Liabilities Credit facilities (3) $ 31 $ 31 Level 3 Non-recourse debt (3) 739 716 Level 3 Senior unsecured notes 540 520 Level 2 Convertible notes (3) 185 152 Level 2 (1) The amortized cost of our investments as of December 31, 2019 , was $74 million. (2) Included in securitization assets on the consolidated balance sheet. This amount excludes securitization servicing assets, which are carried at amortized cost. (3) Fair value and carrying value exclude unamortized debt issuance costs. Investments The following table reconciles the beginning and ending balances for our Level 3 investments that are carried at fair value on a recurring basis: For the three months ended March 31, 2020 2019 (in millions) Balance, beginning of period $ 75 $ 170 Purchases of investments 16 7 Payments on investments (1 ) (1 ) Sale of investments (33 ) — Realized gains on investments recorded in gain on sale of receivables and investments 3 — Unrealized gains (losses) on investments recorded in OCI 3 2 Balance, end of period $ 63 $ 178 The following table illustrates our investments in an unrealized loss position: Estimated Fair Value Unrealized Losses (1) Securities with a loss shorter than 12 months Securities with a loss longer than 12 months Securities with a loss shorter than 12 months Securities with a loss longer than 12 months (in millions) March 31, 2020 $ — $ 8 $ — $ 0.4 December 31, 2019 25 8 0.4 0.7 (1) Loss position is due to interest rates movements. We have the intent and ability to hold these investments until a recovery of fair value. In determining the fair value of our investments we used a market-based risk-free rate and a range of interest rate spreads of approximately 1% to 4% based upon transactions involving similar assets as of March 31, 2020 and December 31, 2019 . The weighted average discount rate used to determine the fair value of our investments as of March 31, 2020 and December 31, 2019 were 3.7% and 4.4% , respectively. Securitization residual assets The following table reconciles the beginning and ending balances for our Level 3 securitization residual assets that are carried at fair value on a recurring basis: For the three months ended March 31, 2020 2019 (in millions) Balance, beginning of period $ 122 $ 71 Accretion of securitization residual assets 1 1 Additions to securitization residual assets 12 6 Collections of securitization residual assets (1 ) (1 ) Sales of securitization residual assets (21 ) — Unrealized gains (losses) on securitization residual assets recorded in AOCI 5 — Balance, end of period $ 118 $ 77 In determining the fair value of our securitization residual assets, we used a market-based risk-free rate and a range of interest rate spreads of approximately 2% to 7% based upon transactions involving similar assets as of March 31, 2020 and December 31, 2019 . The weighted average discount rate used to determine the fair value of our securitization residual assets as of March 31, 2020 and December 31, 2019 were 4.2% and 4.4% , respectively. Non-recurring Fair Value Measurements Our financial statements may include non-recurring fair value measurements related to acquisitions and non-monetary transactions, if any. Assets acquired in a business combination are recorded at their fair value. We may use third-party valuation firms to assist us with developing our estimates of fair value. Concentration of Credit Risk Government and commercial receivables, real estate leases, and debt investments consist primarily of U.S. federal government-backed receivables, investment grade state and local government receivables and receivables from various sustainable infrastructure projects and do not, in our view, represent a significant concentration of credit risk. Additionally, certain of our investments are collateralized by projects concentrated in certain geographic regions throughout the United States. These investments typically have structural credit protections to mitigate our risk exposure and, in most cases, the projects are insured for estimated physical loss which helps to mitigate the possible risk from these concentrations. We had cash deposits that are subject to credit risk as shown below: March 31, 2020 December 31, 2019 (in millions) Cash deposits $ 173 $ 6 Restricted cash deposits (included in other assets) 27 101 Total cash deposits $ 200 $ 107 Amount of cash deposits in excess of amounts federally insured $ 199 $ 105 |
Non-Controlling Interest
Non-Controlling Interest | 3 Months Ended |
Mar. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | Non-Controlling Interest Units of limited partnership interests in the Operating Partnership (“OP units”) that are owned by limited partners other than us are included in non-controlling interest on our consolidated balance sheets. The non-controlling interest holders are generally allocated their pro rata share of income, other comprehensive income and equity transactions. The outstanding OP units held by outside limited partners represent less than 1% of our outstanding OP units and are redeemable by the limited partners for cash, or at our option, for a like number of shares of our common stock. No OP units were exchanged by non-controlling interest holders during both the three months ended March 31, 2020 and 2019 . |
Securitization of Financial Ass
Securitization of Financial Assets | 3 Months Ended |
Mar. 31, 2020 | |
Transfers and Servicing [Abstract] | |
Securitization of Financial Assets | Securitization of Financial Assets The following summarizes certain transactions with our securitization trusts: As of and for the three months ended March 31, 2020 2019 (in millions) Gains on securitizations $ 5 $ 7 Cost of financial assets securitized 48 302 Proceeds from securitizations 53 309 Residual and servicing assets 122 78 Cash received from residual and servicing assets 1 1 In connection with securitization transactions, we typically retain servicing responsibilities and residual assets. We generally receive annual servicing fees typically up to 0.20% of the outstanding balance. We may periodically make servicer advances, which are subject to credit risk. Included in securitization assets in our consolidated balance sheets are our servicing assets at amortized cost, our residual assets at fair value, and our servicing advances at cost, if any. Our residual assets are subordinate to investors’ interests, and their values are subject to credit, prepayment and interest rate risks on the transferred financial assets. 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 base rates. Depending on the nature of the transaction risks, the discount rate ranged from 3% to 7% , and contemplates our estimate of prepayments. As of both March 31, 2020 and December 31, 2019 , our managed assets totaled $ 6.2 billion of which $4.1 billion were securitized assets held in unconsolidated securitization trusts. There were no securitization credit losses in the three months ended March 31, 2020 or 2019 . As of March 31, 2020 , there were no material payments from debtors to the securitization trusts that were greater than 90 days past due. The securitized assets generally consist of receivables from contracts for the installation of energy efficiency and other technologies in facilities owned by, or operated for or by, federal, state or local government entities where the ultimate obligor 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. Based on the nature of the assets and experience-to-date, we do not currently expect to incur any credit losses of our residual interests related to the assets sold. |
Our Portfolio
Our Portfolio | 3 Months Ended |
Mar. 31, 2020 | |
Investments [Abstract] | |
Our Portfolio | Our Portfolio As of March 31, 2020 , our Portfolio included approximately $2.1 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. Our analysis of our Portfolio has historically been analyzed by type of obligor categorized as either government or commercial obligors and whether those obligors are investment grade or non-investment grade. In conjunction with the adoption of Topic 326, we re-evaluated our reporting for this disclosure and have modified our credit quality disclosure to provide more detail of how the assets in our Portfolio are performing. Additionally, as discussed in Note 2, we have adopted Topic 326 which requires the establishment of an allowance at origination for our receivables expected over the life of the asset rather than at the time it is probable that a loss has been incurred. These allowances are reflected in our disclosures below and are not necessarily an indication that an actual loss has been incurred. We determine our expectation of credit losses related to our investments by evaluating a number of qualitative and quantitative factors including a project’s operating results, loan-to-value ratio, any cash reserves, the ability of expected cash from operations to cover the cash flow requirements currently and into the future, key terms of the transaction, the ability of the borrower to refinance the transaction, the financial and operating capability of the borrower, its sponsors or the obligor as well as any guarantors and the project’s collateral value. In addition, when deriving our reasonable and supportable forecasts we consider the overall economic environment, the sustainable infrastructure sector, the effect of local, industry, and broader economic factors, the impact of any variation in weather and the historical and anticipated trends in interest rates, defaults and loss severities for similar transactions. The following is an analysis of the Performance Ratings of our Portfolio as of March 31, 2020 , which is assessed quarterly: Portfolio Performance 1 (1) 2 (2) 3 (3) Total (dollars in millions) Receivable vintage Government Commercial Government Commercial Government Commercial 2020 $ — $ 61 $ — $ — $ — $ — $ 61 2019 2 447 — — — — 449 2018 — 268 — — — — 268 2017 39 5 — — — — 44 2016 70 61 — — — — 131 2015 92 1 — — — — 93 Prior to 2015 56 48 — — — 8 112 Total receivables 259 891 — — — 8 1,158 Less: Allowance for loss on receivables — (18 ) — — — (8 ) (26 ) Net receivables (4) 259 873 — — — — 1,132 Investments 35 28 — — — — 63 Real estate — 361 — — — — 361 Equity method investments (5) — 559 — 23 — — 582 Total $ 294 $ 1,821 $ — $ 23 $ — $ — $ 2,138 Percent of Portfolio 14 % 85 % — % 1 % — % — % 100 % Average remaining balance (6) $ 7 $ 13 $ — $ 12 $ — $ 4 $ 12 (1) This category includes our assets where based on our credit criteria and performance to date we believe that our risk of not receiving our invested capital remains low. (2) This category includes our assets where based on our credit criteria and performance to date we believe there is a moderate level of risk to not receiving some or all of our invested capital. (3) This category includes our assets where based on our credit criteria and performance to date, we believe there is substantial doubt regarding our ability to recover some or all of our invested capital. Included in this category are two commercial receivables with a combined total carrying value of approximately $8 million as of March 31, 2020 which we consider impaired and have held on non-accrual status since 2017. We recorded an allowance for the entire asset amounts as described in our 2019 Form 10-K. We expect to continue to pursue our legal claims with regards to these assets. (4) Total reconciles to the total of the government receivables and commercial receivables lines of the consolidated balance sheets (5) Some of the individual projects included in portfolios that make up our equity method investments have government off-takers. As they are part of large portfolios, they are not classified separately. (6) Average remaining balance is calculated gross of allowance for loss on receivables and excludes approximately 130 transactions each with outstanding balances that are less than $1 million and that in the aggregate total $47 million . Receivables We adopted Topic 326 during the three months ended March 31, 2020 which requires us to recognize a provision for loss on receivables expected over the life of the receivable rather than only recording an allowance when it is probable a loss has been incurred. As of December 31, 2019, we had an allowance for loss on receivables on specific assets of $8 million discussed above with a Performance Rating of 3. At adoption on January 1, 2020, we recorded an additional pre-tax allowance for loss on receivables of $17 million which reflects our estimated loss as of that date. Quarterly, we will update that expected loss to reflect both the expected loss on newly originated receivables and any changes in the expected loss on existing receivables. As of March 31, 2020, we increased that allowance on our receivables by $1 million , primarily as a result of the potential impact of the COVID-19 pandemic on our commercial receivables. Below is a summary of the carrying value and allowance by type of receivable or "Portfolio Segment", as defined by Topic 326, as of March 31, 2020 and January 1, 2020: March 31, 2020 January 1, 2020 Carrying Value Allowance Carrying Value Allowance (in millions) Government (1) $ 259 $ — $ 270 $ — Commercial (2) 899 26 892 25 Total $ 1,158 $ 26 $ 1,162 $ 25 (1) As of March 31, 2020 , our government receivables include $150 million of U.S. federal government transactions and $109 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. Our expectation of credit losses for these receivables is immaterial given the high credit-quality of the obligors. (2) This category of assets includes $453 million of mezzanine loans made on a non-recourse basis to special purpose subsidiaries of residential solar companies which are secured by residential solar assets where we rely on certain limited indemnities, warranties, and other obligations of the residential solar companies or their other subsidiaries. Approximately $367 million of our commercial receivables are loans made to entities in which we also have non-controlling equity investments of approximately $25 million . This total also includes $88 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. Risk characteristics of our commercial receivables include a project’s operating risks, which include the impact of the overall economic environment, the sustainable infrastructure sector, the effect of local, industry, and broader economic factors, the impact of any variation in weather and trends in interest rates. We use assumptions related to these risks to estimate an allowance using a discounted cash flow analysis or the PD/LGD method as discussed in Note 2. All of our commercial receivables are included in Performance Rating 1 in the Portfolio Performance table above, except for the $8 million of receivables we have placed on non-accrual status which are included in Performance Rating 3. For those assets in Performance Rating 1, the credit worthiness of the obligor combined with the various structural protections of our assets cause us to believe we have a low risk we will not receive our invested capital, however we recorded an $18 million allowance on these $891 million in assets as a result of lower probability assumptions utilized in our Allowance methodology. The following table reconciles our allowance for loss on receivables by type of receivable: Government Commercial (in millions) Beginning Balance - January 1, 2020 $ — $ 25 Provision for loss on receivables — 1 Ending balance - March 31, 2020 $ — $ 26 Other than the $8 million of receivables discussed above with a Performance Rating of 3, we have no receivables which are on non-accrual status. The following table provides a summary of our anticipated maturity dates of our receivables and the weighted average yield for each range of maturities as of March 31, 2020 : Total Less than 1 1-5 years 5-10 years More than 10 (dollars in millions) Maturities by period (excluding allowance) $ 1,158 $ 5 $ 168 $ 308 $ 677 Weighted average yield by period 8.0 % 7.6 % 7.0 % 8.9 % 7.6 % Investments The following table provides a summary of our anticipated maturity dates of our investments and the weighted average yield for each range of maturities as of March 31, 2020 : Total Less than 1 1-5 years 5-10 years More than 10 (dollars in millions) Maturities by period $ 63 $ — $ — $ — $ 63 Weighted average yield by period 4.3 % — % — % — % 4.3 % We had no investments that were impaired or on non-accrual status as of March 31, 2020 or December 31, 2019 , and no allowances associated with our investments. Real Estate Our real estate is leased to renewable energy projects, typically under long-term triple net leases with expiration dates that range between the years 2033 and 2057 under the initial terms and 2047 and 2080 if all renewals are exercised. The components of our real estate portfolio as of March 31, 2020 and December 31, 2019 , were as follows: March 31, December 31, 2019 (in millions) Real estate Land $ 269 $ 269 Lease intangibles 104 104 Accumulated amortization of lease intangibles (12 ) (11 ) Real estate $ 361 $ 362 As of March 31, 2020 , the future amortization expense of the intangible assets and the future minimum rental income payments under our land lease agreements are as follows: Future Amortization Expense Minimum Rental Income Payments (in millions) From April 1, 2020 to December 31, 2020 $ 2 $ 17 2021 3 22 2022 3 22 2023 3 23 2024 3 24 2025 3 24 Thereafter 76 741 Total $ 93 $ 873 Equity Method Investments We have made non-controlling equity investments in a number of renewable energy and energy efficiency projects as well as in a joint venture that owns land with long-term triple net lease agreements to several solar projects that we account for as equity method investments. As of March 31, 2020 , we held the following equity method investments: Investment Date Investee Carrying Value (in millions) March 2020 University of Iowa Energy Collaborative Holdings LLC $ 115 Various 2007 Vento I, LLC 79 December 2015 Buckeye Wind Energy Class B Holdings, LLC 70 Various Vivint Solar Asset 1 Class B, LLC 61 Various Vivint Solar Asset 2 Class B, LLC 49 October 2016 Invenergy Gunsight Mountain Holdings, LLC 36 December 2018 3D Engie, LLC 30 Various 2019 K102 Investor LLC 29 Various Other investees 113 Total equity method investments $ 582 Based on an evaluation of our equity method investments, we determined that no OTTI had occurred as of March 31, 2020 or December 31, 2019 |
Credit Facilities
Credit Facilities | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Credit Facilities | Credit facilities Senior credit facilities We have two senior revolving credit facilities (our "Senior 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 senior secured revolving limited-recourse credit facility with a maximum outstanding principal amount of $250 million and the Approval-Based Facility is a senior secured revolving recourse credit facility with a maximum outstanding principal amount of $200 million . The following table provides additional detail on our Senior Credit Facilities as of March 31, 2020 : Rep-Based Approval-Based Facility (dollars in millions) Outstanding balance $ 11 $ 142 Value of collateral pledged to credit facility 30 203 Weighted average short-term borrowing rate 2.4 % 2.9 % 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) and 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 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 Loan Agreements determines the borrowing capacity, subject to the overall facility limits described above. Under the Rep-Based Facility, the applicable valuation percentage is 85% in the case of a land-lease obligor or a U.S. Federal Government obligor, 80% in the case of an institutional obligor or state and local obligor, and with respect to other obligors or in certain circumstances, such other percentage as the administrative agent may prescribe. Under the Approval-Based Facility, the applicable valuation percentage is 85% in the case of certain approved financings and 67% or such other percentage as the administrative agent may prescribe, including in the case of one asset, an agreed-upon amortization schedule. The stated minimum maturities to be paid under the amortization schedule to meet the required target loan balances as of March 31, 2020 are as follows: Future minimum maturities (in millions) April 1, 2020 to December 31, 2020 $ — 2021 8 2022 8 2023 15 Total $ 31 We have approximately $6 million of remaining unamortized costs associated with the 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 credit facilities. Administrative fees are payable annually to the administrative agent under each of the Loan Agreements 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 Loan Agreement over the actual amount borrowed under the Rep-Based Facility. The credit facilities contain terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds and stock repurchases. We were in compliance with our covenants as of March 31, 2020 . The credit facilities also include customary events of default, including the existence of a default in more than 50% of underlying financings. The occurrence of an event of default may result in termination of the credit facilities, acceleration of amounts due under the 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. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Non-recourse debt We have outstanding the following asset-backed non-recourse debt and bank loans: Outstanding Balance Anticipated Carrying Value of Assets Pledged as of March 31, 2020 December 31, 2019 Interest Maturity Date March 31, December 31, 2019 Description (dollars in millions) HASI Sustainable Yield Bond 2015-1A $ 84 $ 85 4.28% October 2034 $ — $ 134 $ 126 Receivables, real estate and real estate intangibles HASI Sustainable Yield Bond 2015-1B Note 13 13 5.41% October 2034 — 134 126 Class B Bond of HASI Sustainable Yield Bond 2015-1 2017 Credit Agreement (1) — 61 4.12% January 2023 — — 120 Equity interests in Strong Upwind Holdings I, II, III, and IV LLC, and Northern Frontier, LLC HASI SYB Loan Agreement 2015-2 25 28 5.51% (2) December 2023 — 70 73 Equity interest in Buckeye Wind Energy Class B Holdings LLC, related interest rate swap HASI SYB Trust 2016-2 73 72 4.35% April 2037 — 76 76 Receivables HASI ECON 101 Trust 129 129 3.57% May 2041 — 136 135 Receivables and investments HASI SYB Trust 2017-1 154 155 3.86% March 2042 — 206 206 Receivables, real estate and real estate intangibles Lannie Mae Series 2019-01 96 96 3.68% 53,690 January 2047 106 106 Receivables, real estate and real estate intangibles Other non-recourse debt (3) 74 77 3.15% - 7.23% 2022 to 2032 18 74 77 Receivables Debt issuance costs (15 ) (16 ) Non-recourse debt (4) $ 633 $ 700 (1) This loan was prepaid in January 2020. (2) Interest rate represents the current period’s LIBOR based rate plus the spread. We have hedged the LIBOR rate exposure for the HASI SYB Loan Agreement 2015-2 using interest rate swaps fixed at 2.55% . (3) 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. (4) The total collateral pledged against our non-recourse debt was $802 million and $921 million as of March 31, 2020 and December 31, 2019 , respectively. In addition, $27 million and $23 million of our restricted cash balance was pledged as collateral to various non-recourse loans as of March 31, 2020 and December 31, 2019 , respectively. We have pledged the financed assets, and typically our interests in one or more parents or subsidiaries of the borrower that are legally separate bankruptcy remote special purpose entities as security for the non-recourse debt. There is no recourse for repayment of these obligations other than to the applicable borrower and any collateral pledged as security for the obligations. Generally, the assets and credit of these entities are not available to satisfy any of our other debts and obligations. The creditors can only look to the borrower, the cash flows of the pledged assets and any other collateral pledged, to satisfy the debt and we are not otherwise liable for nonpayment of such cash flows. The debt agreements contain terms, conditions, covenants, and representations and warranties that are customary and typical for transactions of this nature, including limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds and stock repurchases. The agreements also include customary events of default, the occurrence of which may result in termination of the agreements, acceleration of amounts due, and accrual of default interest. We typically act as servicer for the debt transactions. We are in compliance with all covenants as of March 31, 2020 and December 31, 2019 . We have guaranteed the accuracy of certain of the representations and warranties and other obligations of certain of our subsidiaries under certain of the debt agreements and provided an indemnity against certain losses from “bad acts” of such subsidiaries including fraud, failure to disclose a material fact, theft, misappropriation, voluntary bankruptcy or unauthorized transfers. In the case of the debt secured by certain of our renewable energy equity interests, we have also guaranteed the compliance of our subsidiaries with certain tax matters and certain obligations if our joint venture partners exercise their right to withdraw from our partnerships. The stated minimum maturities of non-recourse debt as of March 31, 2020 , were as follows: Future minimum maturities (in millions) April 1, 2020 to December 31, 2020 $ 23 2021 25 2022 27 2023 54 2024 34 2025 31 Thereafter 454 Total minimum maturities $ 648 Deferred financing costs, net (15 ) Total non-recourse debt $ 633 The stated minimum maturities of non-recourse debt above include only the mandatory minimum principal payments. To the extent there are additional cash flows received from our investments in renewable energy projects serving as collateral for certain of our non-recourse debt facilities, these additional cash flows are required to be used to make additional principal payments against the respective debt. Any additional principal payments made due to these provisions may impact the anticipated balance at maturity of these financings. Senior Unsecured Notes In July 2019, we issued $350 million aggregate principal amount ( $344 million net of issuance costs) of 5.25% senior unsecured notes due July 15, 2024 ("2024 Notes"). In September 2019, we issued an additional $150 million aggregate principal amount 2024 Notes for total proceeds of $157 million ( $155 million net of issuance costs) at an effective yield to maturity of 4.13% . The 2024 Notes were issued jointly by certain of our TRSs and are guaranteed by the Company and certain other subsidiaries. The 2024 Notes require interest payments semi-annually in cash in arrears on January 15 and July 15 of each year, commencing on January 15, 2020. The proceeds of the 2024 Notes are intended to be used to acquire or refinance, in whole or in part, eligible green projects, including assets which are neutral to negative on incremental carbon emissions. The 2024 Notes are unsecured, are subject to covenants may which limit our ability to incur additional indebtedness and require us to maintain unencumbered assets of not less than 120% of our unsecured debt. These covenants will terminate on any date at which the 2024 Notes have been rated investment grade by two of the three major credit rating agencies and no event of default has occurred. We are in compliance with all of our covenants as of March 31, 2020 . The 2024 Notes impose certain requirements in the event that we merge with or sell substantially all of our assets to another entity. Prior to July 15, 2021, we may redeem, at our option, some or all of the 2024 Notes for the outstanding principal amount plus the applicable “make-whole” premium as defined in the indenture governing the 2024 Notes and accrued and unpaid interest through the redemption date. In addition, prior to July 15, 2021, we may redeem up to 40% of the 2024 Notes using the proceeds of certain equity offerings at a price equal to 105.25% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but excluding, the applicable redemption date. On, or subsequent to, July 15, 2021, we may redeem the senior unsecured notes in whole or in part at redemption prices defined in the indenture governing the senior unsecured notes, plus accrued and unpaid interest though the redemption date. The following table presents a summary of the components of the 2024 Notes: March 31, 2020 December 31, 2019 (in millions) Principal $ 500 $ 500 Accrued interest 6 13 Unamortized premium 7 7 Less: Unamortized financing costs (8 ) (8 ) Carrying value of 2024 Notes $ 505 $ 512 We recorded approximately $7 million in interest expense related to the 2024 Notes in the three months ended March 31, 2020 . Subsequent to March 31, 2020 , we issued $400 million principal amount of senior unsecured notes maturing in 2025, which bear interest at a rate of 6.00% . We intend to utilize the net proceeds of this offering to acquire or refinance, in whole or in part, eligible green projects, including assets which are neutral to negative on incremental carbon emissions. Prior to the full investment of such net proceeds, we intend to apply the net proceeds to repay a portion of the outstanding revolving borrowings under our Senior Credit Facilities and, for any net proceeds from this offering not used to repay the Senior Credit Facilities, we intend to invest such net proceeds in interest-bearing accounts and short-term, interest-bearing securities. Proceeds used to repay Senior Credit Facilities may be re-borrowed. Convertible Senior Notes We issued $150 million aggregate principal amount ( $145 million net of issuance costs) of 4.125% convertible senior notes due September 1, 2022. Holders may convert any of their convertible notes into shares of our common stock at the applicable conversion rate 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. Our board of directors approved a dividend of $0.34 payable to stockholders of record on April 2, 2020, which results in a conversion rate after that date of 36.7550 for each $1,000 principal amount of convertible notes with a conversion price of $27.21 . The conversion rate is subject to adjustment for dividends declared above $0.33 per share per quarter and certain other events that may be dilutive to the holder. Following the occurrence of a make-whole fundamental change, we will, in certain circumstances, increase the conversion rate for a holder that converts its convertible notes in connection with such make-whole fundamental change. There are no cash settlement provisions in the convertible notes and the conversion option can only be settled through physical delivery of our common stock. Additionally, upon the occurrence of certain fundamental changes involving us, holders of the convertible notes may require us to redeem all or a portion of their convertible notes for cash at a price of 100% of the principal amount outstanding, plus accrued and unpaid interest. We have a redemption option to call the convertible notes prior to maturity (i) on or after March 1, 2022 and (ii) at any time if such a redemption is deemed reasonably necessary to preserve our qualification as a REIT. The redemption price will be equal to the principal of the notes being redeemed, plus accrued and unpaid interest. In the event of redemption after March 1, 2022, there will be an additional make-whole premium paid to the holder of the redeemed notes unless the redemption is deemed reasonably necessary to preserve our qualification as a REIT. The following table presents a summary of the components of the convertible notes: March 31, December 31, 2019 (in millions) Principal $ 150 $ 150 Accrued interest 1 2 Less: Unamortized financing costs (3 ) (3 ) Carrying value of convertible notes $ 148 $ 149 We recorded approximately $2 million in interest expense related to the convertible notes in the three months ended March 31, 2020 and 2019 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The nature of our operations exposes us to the risk of claims and litigation in the normal course of our business. We are not currently subject to any legal proceedings that are probable of having a material adverse effect on our financial position, results of operations or cash flows. Guarantees In connection with some of our transactions, we have provided certain limited representations, warranties, covenants and/or provided an indemnity against certain losses resulting from our own actions, including related to certain investment tax credits. As of March 31, 2020 , there have been no such actions resulting in claims against the Company. During the quarter ended March 31, 2020 , we made a guarantee related to the financing of one of our joint venture entities that owns debt securities of energy efficiency projects. The entity entered into a financing arrangement where we have guaranteed the obligations of the entity related to this financing, which includes collateral posting requirements as well as repayment of the financing at maturity in February 2021. As of March 31, 2020 , our maximum obligation under this guarantee is approximately $60 million . We have executed a separate agreement with the other joint venture partner where pursuant to which it is liable for 15% of this obligation repayable to us. COVID-19 The COVID-19 global pandemic has brought forth uncertainty and disruption to the global economy. As of March 31, 2020, we have not recorded any contingencies on our balance sheet related to COVID-19. 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. |
Income Tax
Income Tax | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Income Tax We recorded an income tax expense of approximately $2 million for the three months ended March 31, 2020 , compared to a $2 million income tax benefit in the three months ended March 31, 2019 . For the three months ended March 31, 2020 and 2019 , our income tax benefit/expense was determined using the federal tax rate of 21% , and combined state tax rates, net of federal benefit, of approximately 4% for 2020 and 3% |
Equity
Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Equity | Equity Dividends and Distributions Our board of directors declared the following dividends in 2019 and 2020 : Announced Date Record Date Pay Date Amount per 2/21/2019 4/3/2019 4/11/2019 0.335 6/6/2019 7/5/2019 7/12/2019 0.335 9/12/2019 10/3/2019 10/10/2019 0.335 12/13/2019 12/26/2019 (1) 1/10/2020 0.335 2/20/2020 4/2/2020 4/10/2020 0.340 (1) This dividend was treated as a distribution in 2020 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 or sales “at the market,” 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 between January 1, 2019 and March 31, 2020 : Date Common Stock Offerings Shares Issued Price Per Share Net Proceeds (2) (amounts in millions, except per share amounts) 1/3/2019 (1) Public Offering 0.465 21.60 (3) 9 1/23/2019 to 3/21/2019 ATM 1.603 23.39 (4) 37 5/7/2019 to 6/7/2019 ATM 1.926 26.33 (4) 50 12/12/2019 ATM 1.405 30.00 (4) 42 2/27/2020 to 3/27/2020 ATM 4.500 25.84 (4) 115 (1) These are 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 price per share at which the underwriters in our public offerings purchased our shares. (4) Represents the average price per share at which investors in our ATM offerings purchased our shares. Equity-based Compensation Awards under our 2013 Plan We have issued equity awards that vest from 2020 to 2024 subject to service, performance and market conditions. During the three months ended March 31, 2020 , our board of directors awarded employees and directors 212,883 shares of restricted stock, restricted stock units and LTIP Units that vest from 2020 to 2024 . As of March 31, 2020 , we have concluded that it is probable that the performance conditions will be met for previously issued restricted stock awards with performance conditions. Refer to Note 4 for background on the LTIP Units. For the three months ended March 31, 2020 and 2019, we recorded $4 million of equity-based compensation expenses. The total unrecognized compensation expense related to awards of shares of restricted stock and restricted stock units was approximately $16 million as of March 31, 2020 . 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, 2018 1,386,756 $ 19.00 $ 26.4 Granted 150,493 23.99 3.6 Vested (781,218 ) 18.91 (14.8 ) Forfeited (5,789 ) 20.62 (0.1 ) Ending Balance — December 31, 2019 750,242 $ 20.08 $ 15.1 Granted 189,541 33.01 6.2 Vested (480,213 ) 18.57 (8.9 ) Forfeited — — — Ending Balance — March 31, 2020 459,570 $ 27.00 $ 12.4 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, 2018 393,148 $ 19.55 $ 7.7 Granted 46,586 25.10 1.2 Vested (1,380 ) 21.68 — Forfeited (2,776 ) 22.23 (0.1 ) Ending Balance — December 31, 2019 435,578 $ 20.12 $ 8.8 Granted 23,342 27.18 0.6 Incremental performance shares granted 216,932 18.99 4.1 Vested (433,864 ) 18.99 (8.2 ) Forfeited — — — Ending Balance — March 31, 2020 241,988 $ 21.81 $ 5.3 (1) As discussed in Note 2, 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, 2018 — $ — $ — Granted 209,330 25.84 5.4 Vested (8,020 ) 25.82 (0.2 ) Forfeited — — — Ending Balance — December 31, 2019 201,310 $ 25.84 $ 5.2 Granted — — — Vested — — — Forfeited — — — Ending Balance — March 31, 2020 201,310 $ 25.84 $ 5.2 (1) See Note 4 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, 2018 — $ — $ — Granted 180,500 26.70 4.8 Vested — — — Forfeited — — — Ending Balance — December 31, 2019 180,500 $ 26.70 $ 4.8 Granted — — — Vested — — — Forfeited — — — Ending Balance — March 31, 2020 180,500 $ 26.70 $ 4.8 (1) See Note 4 for information on the vesting of LTIP Units. LTIP Units with market-based vesting conditions can vest between 0% and 200% |
Earnings per Share of Common St
Earnings per Share of Common Stock | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per Share of Common Stock | 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 included in the computation of earnings per share pursuant to the two-class method. Our convertible notes and certain share-based awards are included in the diluted share count to the extent they are dilutive as discussed in Note 2. The computation of basic and diluted earnings per common share of common stock is as follows: Three Months Ended March 31, Numerator: 2020 2019 (in millions, except share and per share data) Net income (loss) attributable to controlling stockholders and participating securities $ 24.3 $ 13.6 Less: Dividends on participating securities (0.3 ) (0.3 ) Undistributed earnings attributable to participating securities — — Net income (loss) attributable to controlling stockholders — basic 24.0 13.3 Add: Interest expense associated with convertible debt 1.8 — Net income (loss) attributable to controlling stockholders — dilutive $ 25.8 $ 13.3 Denominator: Weighted-average number of common shares — basic 67,172,104 61,748,906 Weighted-average number of common shares — diluted 73,140,922 62,365,271 Basic earnings per common share $ 0.36 $ 0.22 Diluted earnings per common share $ 0.35 $ 0.21 Securities being allocated a portion of earnings: Weighted-average number of OP units 281,903 281,289 Participating securities: Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions outstanding at period end 660,880 983,655 Potentially dilutive securities as of period end: Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions 660,880 983,655 Restricted stock units 241,988 437,640 LTIP Units with market-based vesting conditions 180,500 — Potential shares of common stock related to convertible notes 5,510,499 5,506,605 |
Equity Method Investments
Equity Method Investments | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments We have non-controlling unconsolidated equity investments in renewable energy and energy efficiency projects. We recognized income from our equity method investments of $17 million during the three months ended March 31, 2020 as compared to income of $5 million during the three months ended March 31, 2019 . We describe our accounting for non-controlling equity investments in Note 2. The following is a summary of the consolidated financial position and results of operations of the significant entities accounted for using the equity method. SunStrong Capital Holdings, LLC Vivint Solar Asset 2 Class B, LLC Other Investments (1) Total (in millions) Balance Sheet As of December 31, 2019 Current assets $ 213 $ 46 $ 210 $ 469 Total assets 1,330 183 2,604 4,117 Current liabilities 143 1 162 306 Total liabilities 1,008 81 764 1,853 Members' equity 322 102 1,840 2,264 As of December 31, 2018 Current assets 103 — 97 200 Total assets 972 — 2,164 3,136 Current liabilities 85 — 52 137 Total liabilities 745 — 314 1,059 Members' equity 226 — 1,851 2,077 Income Statement For the twelve months ended December 31, 2019 Revenue 102 2 153 257 Income from continuing operations (16 ) (1 ) (47 ) (64 ) Net income (16 ) (1 ) (47 ) (64 ) For the twelve months ended December 31, 2018 Revenue 25 — 151 176 Income from continuing operations (18 ) — (24 ) (42 ) Net income (18 ) — (24 ) (42 ) (1) Represents aggregated financial statement information for investments not separately presented. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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, 2019 , as filed with the SEC. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations and cash flows have been included. Our results of operations for the three -month periods ended March 31, 2020 and 2019, 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 (“FASB”) 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 and Equity Method Investments | Consolidation and Equity Method Investments We account for our investments in entities that are considered voting interest entities or variable interest entities (“VIEs”) under ASC 810 and assess whether we should consolidate these entities on an ongoing basis. We have established various special purpose entities or securitization trusts for the purpose of securitizing certain receivables or other debt investments which are not consolidated in our financial statements as described below in Securitization of Financial Assets. We have assessed that we have power over and receive the benefits from those special purpose entities that are formed for the purpose of holding our government and commercial receivables and investments on our balance sheet; hence, we are the primary beneficiary and should consolidate these entities under the provisions of ASC 810. We have made equity investments in various renewable energy and energy efficiency projects. These investments are typically owned in holding companies (using limited liability companies ("LLCs") taxed as partnerships) where we partner with either the operator of the project or other institutional investors. We share in the cash flows, income, and tax attributes according to a negotiated schedule (which typically does not correspond with our ownership percentages). Investors, if any, in a preferred return position typically receive a stated preferred return consisting of a priority distribution of all or a portion of the project's cash flows, and in some cases, tax attributes. Once the stated return, if applicable, is achieved, the partnership “flips” and the operator of the project along with any other common equity investors receive a larger portion of the cash flows, with the previously preferred investors retaining an on-going residual interest. Our equity investments in renewable energy or energy efficiency projects are accounted for under the equity method of accounting. 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. Our maximum exposure to loss through these investments is limited to their recorded values. However, we may provide guarantees of certain obligations of these VIEs. Under the equity method of accounting, the carrying value of these equity method investments is determined based on amounts we invested, adjusted for the equity in earnings or losses of the investee allocated based on the LLC agreement, less distributions received. For the LLC agreements which contain preferences with regard to cash flows from operations, capital events and liquidation, we reflect our share of profits and losses by determining the difference between our claim on the investee’s book value at the beginning and the end of the period, which is adjusted for distributions received and contributions made. This claim is calculated as the amount we would receive if the investee were to liquidate all of its assets at the recorded amounts determined in accordance with GAAP and distribute the resulting cash to creditors and investors in accordance with their respective priorities. This method is referred to as the hypothetical liquidation at book value method or (“HLBV”). Any difference between the amount of our investment and the amount of underlying equity in net assets is generally amortized over the life of the assets and liabilities to which the difference relates. Cash distributions received from these equity method investments are classified as operating activities to the extent of cumulative HLBV earnings 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 have elected to recognize earnings one quarter in arrears for certain of these investments to allow for the receipt of financial information. We have also made an investment in a joint venture which holds land under solar projects that we have determined to be a voting interest entity. This investment entitles us to receive an equal percentage of both cash distributions and profit and loss under the terms of the LLC operating agreement. The investment is accounted for under the equity method of accounting with our portion of income being recognized in income (loss) from equity method investments in the period in which the income is earned. Cash distributions received from this equity method investment are classified as operating activities to the extent of cumulative earnings in our consolidated statements of cash flows. Our initial investment and additional cash distributions beyond those which are classified as operating activities are classified as investing activities in our consolidated statements of cash flows. We evaluate on a quarterly basis whether our investments accounted for using the equity method have an other than temporary impairment (“OTTI”). An OTTI occurs when the estimated fair value of an investment is below the carrying value and the difference is determined to not be recoverable. This evaluation requires significant judgment regarding, but not limited to, the severity and duration of the impairment; the ability and intent to hold the securities until recovery; financial condition, liquidity, and near-term prospects of the issuer; specific events; and other factors. |
Government and Commercial Receivables | Government and Commercial Receivables Government and commercial receivables (“receivables”) include project loans and receivables. These receivables are separately presented in our balance sheet to illustrate the differing nature of the credit risk related to these assets. Unless otherwise noted, we generally have the ability and intent to hold our receivables for the foreseeable future and thus they are classified as held for investment. Our ability and intent to hold certain receivables may change from time to time depending on a number of factors, including economic, liquidity and capital market conditions. At inception of the arrangement, the carrying value of receivables held for investment represents the present value of the note, lease or other payments, net of any unearned fee income, which is recognized as income over the term of the note or lease using the effective interest method. Receivables that are held for investment are carried at amortized cost, net of any unamortized acquisition premiums or discounts and include origination and acquisition costs, as applicable. Our initial investment and principal repayments of these receivables are classified as investing activities and the interest collected is classified as operating activities in our consolidated statements of cash flows. Receivables that we intend to sell in the short-term are classified as held-for-sale and are carried at the lower of amortized cost or fair value on our balance sheet. The purchases and proceeds from receivables that we intend to sell at origination are classified as operating activities in our consolidated statements of cash flows. Interest collected is classified as an operating activity in our consolidated statements of cash flows. Certain of our receivables may include the ability to defer required interest payments in exchange for increasing the receivable balance at the borrower's option. We generally accrue this paid-in-kind ("PIK") interest when collection is expected, and cease accruing PIK interest if there is insufficient value to support the accrual or we expect that any portion of the principal or interest due is not collectible. We evaluate our receivables for an allowance as determined under ASC Topic 326 Financial Instruments- Credit Losses ("Topic 326") and for our internally derived asset performance categories included in Note 6 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. Prior to January 1, 2020, a receivable was also considered impaired as of the date when, based on current information and events, it was determined that it was probable that we will be unable to collect all amounts due in accordance with the original contracted terms. Many of our receivables are secured by energy efficiency and renewable energy infrastructure projects. Accordingly, we evaluated the extent and impact of any credit deterioration associated with the performance and value of the underlying project, as well as the financial and operating capability of the borrower, its sponsors or the obligor as well as any guarantors. If a receivable was impaired, we determined if a specific allowance should be recorded and recorded such allowance if the present value of expected future cash flows discounted at the receivable’s contractual effective rate was less than its carrying value. This estimate of cash flows also considered the estimated fair market value of the collateral less estimated selling costs if repayment is expected from the collateral. |
Real Estate | Real Estate Real estate consists of land or other real estate 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 ("Topic 842"), Leases , and thus are accounted for similarly to our Commercial Receivables as described above in Government and Commercial Receivables. For our other real estate lease transactions that are classified as operating leases, the scheduled rental revenue typically varies during the lease term and thus rental income is recognized on a straight-line basis, unless there is considerable risk as to collectability, so as to produce a constant periodic rent over the term of the lease. Accrued rental income is the aggregate difference between the scheduled rents which vary during the lease term and the income recognized on a straight-line basis and is recorded in other assets. Expenses, if any, related to the ongoing operation of leases where we are the lessor, are charged to operations as incurred. Our initial investment is classified as investing activities and income collected for rental income is classified as operating activities in our consolidated statements of cash flows. When our real estate transactions are treated as an asset acquisition with an operating lease, we typically record our real estate purchases at cost, including acquisition and closing costs, which is allocated to each tangible and intangible asset acquired on a relative fair value basis. The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land, building and tenant improvements, if any, based on the determination of the fair values of these assets. The as-if-vacant fair value of a property is typically determined by management based on appraisals by a qualified appraiser. In determining the fair value of the identified intangibles of an acquired property, above-market and below-market in-place lease values are valued based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases, and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease, including renewal periods reasonably certain of being exercised by the lessee. The capitalized above-market lease values are amortized as a reduction of rental income and the capitalized below-market lease values are amortized as an increase to rental income, both of which are amortized 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 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 | 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. We treat those trusts where we are unable to conclude that we have been isolated from the securitized financial assets 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 that support our conclusion regarding the transferred financial assets. When we sell financial assets in securitizations, we generally retain interests in the form of servicing rights and residual assets, which we refer to as securitization assets. Gain or loss on the sale of financial assets is calculated based on the excess of the proceeds received from the securitization (less any transaction costs) plus any retained interests obtained over the cost basis of the assets sold. For retained interests, we generally estimate fair value based on the present value of future expected cash flows using our best estimates of the key assumptions of anticipated losses, prepayment rates, and current market discount rates commensurate with the risks involved. Cash flows related to our securitizations at origination are classified as operating activities in our consolidated statements of cash flows. We initially account for all separately recognized servicing assets and servicing liabilities at fair value and subsequently measure such servicing assets and liabilities using the amortization method. Servicing assets and liabilities are amortized in proportion to, and over the period of, estimated net servicing income with servicing income recognized as earned. We assess servicing assets for impairment at each reporting date. If the amortized cost of servicing assets is greater than the estimated fair value, we will recognize an impairment in net income. Our other retained interest in securitized assets, the residual assets, are accounted for similarly to available-for-sale debt securities and carried at fair value. Our residual assets are evaluated for impairment on a quarterly basis. Interest income related to the residual assets is recognized using the effective interest rate method. If there is a change in the expected cash flows related to the residual assets, we will assess whether the asset is impaired and will calculate a new yield based on the current amortized cost of the residual assets and the revised expected cash flows. This yield is used prospectively to recognize interest income. |
Cash and Cash Equivalents | 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 |
Convertible Notes | Convertible Notes We have issued convertible senior notes that are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options , and ASC 815, Derivatives and Hedging ("ASC 815") . Under ASC 815, issuers of certain convertible debt instruments are generally required to separately account for the conversion option of the convertible debt instrument as either a derivative or equity, unless it meets the scope exemption for contracts indexed to, and settled in, an issuer’s own equity. Since this conversion option is both indexed to our equity and can only be settled in our common stock, we have met the scope exemption, and therefore, we are not separately accounting for the embedded conversion option. The initial issuance and any principal repayments are classified as financing activities and interest payments are classified as operating activities in our consolidated statements of cash flows. |
Income Taxes | 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 ("TRSs") which are taxed separately, and which will generally be subject to U.S. federal, state, and local income taxes as well as taxes of foreign jurisdictions, if any. To qualify as a REIT, we must meet on an ongoing basis several organizational and operational requirements, including a requirement that we currently distribute at least 90% of our REIT's net taxable income before dividends paid, excluding capital gains, to our stockholders. As a REIT, we are not subject to U.S. federal corporate income tax on that portion of net income that is currently distributed to our owners. We account for income taxes under ASC 740, Income Taxes ("ASC 740") for our TRSs 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 TRSs 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 | Equity-Based Compensation In 2013, we adopted the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan (as amended, the “2013 Plan”), which provides for grants of stock options, stock appreciation rights, restricted stock units, shares of restricted common stock, phantom shares, dividend equivalent rights, long-term incentive-plan units (“LTIP units”) and other restricted limited partnership units issued by our Operating Partnership and other equity-based awards. From time to time, we may grant equity or equity-based awards as compensation to members of our senior management team, our independent directors, employees, advisors, consultants and other personnel under our 2013 Plan. Certain awards earned under the plan are based on achieving various performance targets, which are generally earned between 0% and 200% of the initial target, depending on the extent to which the performance target is met. In addition to performance targets, certain LTIP units issued by our Operating Partnership also require a certain level of appreciation of partnership interests to occur before parity is reached and LTIP units can be converted to limited partnership units. We record compensation expense for grants made under the 2013 Plan in accordance with ASC 718, Compensation-Stock Compensation . We record compensation expense for unvested grants that vest solely based on service conditions on a straight-line basis over the vesting period of the entire award based upon the fair market value of the grant on the date of grant. Fair market value for restricted common stock is based on our share price on the date of grant. For awards where the vesting is contingent upon achievement of certain performance targets, compensation expense is measured based on the fair market value on the grant date and is recorded over the requisite service period (which includes the performance period). Actual performance results at the end of the performance period determines the number of shares that will ultimately be awarded. We have also issued awards where the vesting is contingent upon service being provided for a defined period and certain market conditions being met. The fair value of these awards, as measured at the grant date, is recognized over the requisite service period, even if the market conditions are not met. The grant date fair value of these awards was developed by an independent appraiser using a Monte Carlo simulation. |
Earnings Per Share | Earnings Per Share We compute earnings per share of common stock in accordance with ASC 260, Earnings Per Share . Basic earnings per share is calculated by dividing net income attributable to controlling stockholders (after consideration of the earnings allocated to unvested grants under the 2013 Plan, if applicable) by the weighted-average number of shares of common stock outstanding during the period excluding the weighted average number of unvested grants under the 2013 Plan, if applicable (“participating securities” as defined in Note 12). Diluted earnings per share is calculated by dividing net income attributable to controlling stockholders (after consideration of the earnings allocated to unvested grants under the 2013 Plan, if applicable) by the weighted-average number of shares of common stock outstanding during the period plus other potential common stock instruments if they are dilutive. Other potentially dilutive common stock instruments include our unvested restricted stock, other equity-based awards, and convertible notes. The restricted stock and other equity-based awards are included if they are dilutive using the treasury stock method. The treasury stock method assumes that theoretical proceeds received for future service provided is used to purchase shares of treasury stock at the average market price per share of common stock, which is deducted from the total shares of potential common stock included in the calculation. When unvested grants are dilutive, the earnings allocated to these dilutive unvested grants are not deducted from the net income attributable to controlling stockholders when calculating diluted earnings per share. The convertible notes are included if they are dilutive using the if-converted method. The if-converted method removes interest expense related to the convertible notes from the net income attributable to controlling stockholders and includes the weighted average shares of potential common stock over the period issuable upon conversion of the note. No adjustment is made for shares of potential common stock that are anti-dilutive during a period. |
Segment Reporting | Segment Reporting We make equity and debt investments in the energy efficiency, renewable energy, and other sustainable infrastructure markets. We manage our business as a single portfolio and report all of our activities as one business segment. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Credit Losses In June 2016, the FASB issued Topic 326 which significantly changes how entities will recognize and measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Topic 326 has replaced the “incurred loss” approach under existing guidance with an “expected loss” model for instruments measured at amortized cost and require entities to record allowances for expected losses from available-for-sale debt securities rather than reduce the amortized cost, as previously required. It also simplified the accounting model for purchased credit-impaired debt securities and loans. Topic 326 is effective for fiscal years beginning after December 15, 2019 and is to be adopted through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Topic 326 became effective for us on January 1, 2020. As a result of the adoption of Topic 326, we recorded a cumulative-effect pre-tax adjustment to retained earnings as of January 1, 2020 of approximately $17 million in the process of establishing our allowance for our commercial receivables. The allowance for our government receivables recorded as of the adoption date of Topic 326 is not material. We did not have a material impact to the accounting for our available-for-sale securities portfolio. Other accounting standards updates issued before May 11, 2020 , and effective after March 31, 2020 , are not expected to have a material effect on our consolidated financial statements and related disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value and Carrying Value of Financial Assets and Liabilities | The tables below illustrate the estimated fair value of our financial instruments on our balance sheet. Unless otherwise discussed below, fair value for our Level 2 and Level 3 measurements is measured using a discounted cash flow model, contractual terms and inputs which consist of base interest rates and spreads over base rates which are based upon market observation and recent comparable transactions. An increase in these inputs would result in a lower fair value and a decline would result in a higher fair value. Our senior unsecured notes and convertible notes are valued using a market based approach and observable prices. The receivables held-for-sale, if any, are carried at the lower of cost or fair value. As of March 31, 2020 Fair Value Carrying Level (in millions) Assets Government receivables $ 283 $ 259 Level 3 Commercial receivables 879 873 Level 3 Investments (1) 63 63 Level 3 Securitization residual assets (2) 118 118 Level 3 Liabilities Credit facilities (3) $ 153 $ 153 Level 3 Non-recourse debt (3) 677 648 Level 3 Senior unsecured notes (3) 491 513 Level 2 Convertible notes (3) 145 151 Level 2 (1) The amortized cost of our investments as of March 31, 2020 , was $59 million. (2) Included in securitization assets on the consolidated balance sheet. This amount excludes securitization servicing assets, which are carried at amortized cost. (3) Fair value and carrying value exclude unamortized debt issuance costs. As of December 31, 2019 Fair Value Carrying Level (in millions) Assets Government receivables $ 278 $ 263 Level 3 Commercial receivables 906 896 Level 3 Investments (1) 75 75 Level 3 Securitization residual assets (2) 122 122 Level 3 Liabilities Credit facilities (3) $ 31 $ 31 Level 3 Non-recourse debt (3) 739 716 Level 3 Senior unsecured notes 540 520 Level 2 Convertible notes (3) 185 152 Level 2 (1) The amortized cost of our investments as of December 31, 2019 , was $74 million. (2) Included in securitization assets on the consolidated balance sheet. This amount excludes securitization servicing assets, which are carried at amortized cost. (3) Fair value and carrying value exclude unamortized debt issuance costs. |
Schedule of Reconciliation of Level 3 Investments Securities | The following table reconciles the beginning and ending balances for our Level 3 securitization residual assets that are carried at fair value on a recurring basis: For the three months ended March 31, 2020 2019 (in millions) Balance, beginning of period $ 122 $ 71 Accretion of securitization residual assets 1 1 Additions to securitization residual assets 12 6 Collections of securitization residual assets (1 ) (1 ) Sales of securitization residual assets (21 ) — Unrealized gains (losses) on securitization residual assets recorded in AOCI 5 — Balance, end of period $ 118 $ 77 The following table reconciles the beginning and ending balances for our Level 3 investments that are carried at fair value on a recurring basis: For the three months ended March 31, 2020 2019 (in millions) Balance, beginning of period $ 75 $ 170 Purchases of investments 16 7 Payments on investments (1 ) (1 ) Sale of investments (33 ) — Realized gains on investments recorded in gain on sale of receivables and investments 3 — Unrealized gains (losses) on investments recorded in OCI 3 2 Balance, end of period $ 63 $ 178 |
Schedule of Investments in Unrealized Loss Position | The following table illustrates our investments in an unrealized loss position: Estimated Fair Value Unrealized Losses (1) Securities with a loss shorter than 12 months Securities with a loss longer than 12 months Securities with a loss shorter than 12 months Securities with a loss longer than 12 months (in millions) March 31, 2020 $ — $ 8 $ — $ 0.4 December 31, 2019 25 8 0.4 0.7 (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. |
Schedule of Cash Deposits Subject to Credit Risk | We had cash deposits that are subject to credit risk as shown below: March 31, 2020 December 31, 2019 (in millions) Cash deposits $ 173 $ 6 Restricted cash deposits (included in other assets) 27 101 Total cash deposits $ 200 $ 107 Amount of cash deposits in excess of amounts federally insured $ 199 $ 105 |
Securitization of Receivables (
Securitization of Receivables (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Transfers and Servicing [Abstract] | |
Summary of Certain Transactions with Securitization Trusts | The following summarizes certain transactions with our securitization trusts: As of and for the three months ended March 31, 2020 2019 (in millions) Gains on securitizations $ 5 $ 7 Cost of financial assets securitized 48 302 Proceeds from securitizations 53 309 Residual and servicing assets 122 78 Cash received from residual and servicing assets 1 1 |
Our Portfolio (Tables)
Our Portfolio (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments [Abstract] | |
Analysis of Portfolio by Type of Obligor and Credit Quality | The following is an analysis of the Performance Ratings of our Portfolio as of March 31, 2020 , which is assessed quarterly: Portfolio Performance 1 (1) 2 (2) 3 (3) Total (dollars in millions) Receivable vintage Government Commercial Government Commercial Government Commercial 2020 $ — $ 61 $ — $ — $ — $ — $ 61 2019 2 447 — — — — 449 2018 — 268 — — — — 268 2017 39 5 — — — — 44 2016 70 61 — — — — 131 2015 92 1 — — — — 93 Prior to 2015 56 48 — — — 8 112 Total receivables 259 891 — — — 8 1,158 Less: Allowance for loss on receivables — (18 ) — — — (8 ) (26 ) Net receivables (4) 259 873 — — — — 1,132 Investments 35 28 — — — — 63 Real estate — 361 — — — — 361 Equity method investments (5) — 559 — 23 — — 582 Total $ 294 $ 1,821 $ — $ 23 $ — $ — $ 2,138 Percent of Portfolio 14 % 85 % — % 1 % — % — % 100 % Average remaining balance (6) $ 7 $ 13 $ — $ 12 $ — $ 4 $ 12 (1) This category includes our assets where based on our credit criteria and performance to date we believe that our risk of not receiving our invested capital remains low. (2) This category includes our assets where based on our credit criteria and performance to date we believe there is a moderate level of risk to not receiving some or all of our invested capital. (3) This category includes our assets where based on our credit criteria and performance to date, we believe there is substantial doubt regarding our ability to recover some or all of our invested capital. Included in this category are two commercial receivables with a combined total carrying value of approximately $8 million as of March 31, 2020 which we consider impaired and have held on non-accrual status since 2017. We recorded an allowance for the entire asset amounts as described in our 2019 Form 10-K. We expect to continue to pursue our legal claims with regards to these assets. (4) Total reconciles to the total of the government receivables and commercial receivables lines of the consolidated balance sheets (5) Some of the individual projects included in portfolios that make up our equity method investments have government off-takers. As they are part of large portfolios, they are not classified separately. (6) Average remaining balance is calculated gross of allowance for loss on receivables and excludes approximately 130 transactions each with outstanding balances that are less than $1 million and that in the aggregate total $47 million . |
Financing Receivable, Allowance for Credit Loss | Below is a summary of the carrying value and allowance by type of receivable or "Portfolio Segment", as defined by Topic 326, as of March 31, 2020 and January 1, 2020: March 31, 2020 January 1, 2020 Carrying Value Allowance Carrying Value Allowance (in millions) Government (1) $ 259 $ — $ 270 $ — Commercial (2) 899 26 892 25 Total $ 1,158 $ 26 $ 1,162 $ 25 (1) As of March 31, 2020 , our government receivables include $150 million of U.S. federal government transactions and $109 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. Our expectation of credit losses for these receivables is immaterial given the high credit-quality of the obligors. (2) This category of assets includes $453 million of mezzanine loans made on a non-recourse basis to special purpose subsidiaries of residential solar companies which are secured by residential solar assets where we rely on certain limited indemnities, warranties, and other obligations of the residential solar companies or their other subsidiaries. Approximately $367 million of our commercial receivables are loans made to entities in which we also have non-controlling equity investments of approximately $25 million . This total also includes $88 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. Risk characteristics of our commercial receivables include a project’s operating risks, which include the impact of the overall economic environment, the sustainable infrastructure sector, the effect of local, industry, and broader economic factors, the impact of any variation in weather and trends in interest rates. We use assumptions related to these risks to estimate an allowance using a discounted cash flow analysis or the PD/LGD method as discussed in Note 2. All of our commercial receivables are included in Performance Rating 1 in the Portfolio Performance table above, except for the $8 million of receivables we have placed on non-accrual status which are included in Performance Rating 3. For those assets in Performance Rating 1, the credit worthiness of the obligor combined with the various structural protections of our assets cause us to believe we have a low risk we will not receive our invested capital, however we recorded an $18 million allowance on these $891 million in assets as a result of lower probability assumptions utilized in our Allowance methodology. The following table reconciles our allowance for loss on receivables by type of receivable: Government Commercial (in millions) Beginning Balance - January 1, 2020 $ — $ 25 Provision for loss on receivables — 1 Ending balance - March 31, 2020 $ — $ 26 |
Summary of Anticipated Maturity Dates of Financing Receivables and Investments and Weighted Average Yield | The following table provides a summary of our anticipated maturity dates of our receivables and the weighted average yield for each range of maturities as of March 31, 2020 : Total Less than 1 1-5 years 5-10 years More than 10 (dollars in millions) Maturities by period (excluding allowance) $ 1,158 $ 5 $ 168 $ 308 $ 677 Weighted average yield by period 8.0 % 7.6 % 7.0 % 8.9 % 7.6 % Investments The following table provides a summary of our anticipated maturity dates of our investments and the weighted average yield for each range of maturities as of March 31, 2020 : Total Less than 1 1-5 years 5-10 years More than 10 (dollars in millions) Maturities by period $ 63 $ — $ — $ — $ 63 Weighted average yield by period 4.3 % — % — % — % 4.3 % |
Components of Real Estate Portfolio | The components of our real estate portfolio as of March 31, 2020 and December 31, 2019 , were as follows: March 31, December 31, 2019 (in millions) Real estate Land $ 269 $ 269 Lease intangibles 104 104 Accumulated amortization of lease intangibles (12 ) (11 ) Real estate $ 361 $ 362 |
Schedule of Future Amortization Expense of Intangible Assets | As of March 31, 2020 , the future amortization expense of the intangible assets and the future minimum rental income payments under our land lease agreements are as follows: Future Amortization Expense Minimum Rental Income Payments (in millions) From April 1, 2020 to December 31, 2020 $ 2 $ 17 2021 3 22 2022 3 22 2023 3 23 2024 3 24 2025 3 24 Thereafter 76 741 Total $ 93 $ 873 |
Schedule of Equity Method Investments | As of March 31, 2020 , we held the following equity method investments: Investment Date Investee Carrying Value (in millions) March 2020 University of Iowa Energy Collaborative Holdings LLC $ 115 Various 2007 Vento I, LLC 79 December 2015 Buckeye Wind Energy Class B Holdings, LLC 70 Various Vivint Solar Asset 1 Class B, LLC 61 Various Vivint Solar Asset 2 Class B, LLC 49 October 2016 Invenergy Gunsight Mountain Holdings, LLC 36 December 2018 3D Engie, LLC 30 Various 2019 K102 Investor LLC 29 Various Other investees 113 Total equity method investments $ 582 The following is a summary of the consolidated financial position and results of operations of the significant entities accounted for using the equity method. SunStrong Capital Holdings, LLC Vivint Solar Asset 2 Class B, LLC Other Investments (1) Total (in millions) Balance Sheet As of December 31, 2019 Current assets $ 213 $ 46 $ 210 $ 469 Total assets 1,330 183 2,604 4,117 Current liabilities 143 1 162 306 Total liabilities 1,008 81 764 1,853 Members' equity 322 102 1,840 2,264 As of December 31, 2018 Current assets 103 — 97 200 Total assets 972 — 2,164 3,136 Current liabilities 85 — 52 137 Total liabilities 745 — 314 1,059 Members' equity 226 — 1,851 2,077 Income Statement For the twelve months ended December 31, 2019 Revenue 102 2 153 257 Income from continuing operations (16 ) (1 ) (47 ) (64 ) Net income (16 ) (1 ) (47 ) (64 ) For the twelve months ended December 31, 2018 Revenue 25 — 151 176 Income from continuing operations (18 ) — (24 ) (42 ) Net income (18 ) — (24 ) (42 ) (1) Represents aggregated financial statement information for investments not separately presented. |
Credit Facilities (Tables)
Credit Facilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Additional Detail on Credit Facility | The following table provides additional detail on our Senior Credit Facilities as of March 31, 2020 : Rep-Based Approval-Based Facility (dollars in millions) Outstanding balance $ 11 $ 142 Value of collateral pledged to credit facility 30 203 Weighted average short-term borrowing rate 2.4 % 2.9 % |
Schedule of Minimum Maturities of Debt | The stated minimum maturities to be paid under the amortization schedule to meet the required target loan balances as of March 31, 2020 are as follows: Future minimum maturities (in millions) April 1, 2020 to December 31, 2020 $ — 2021 8 2022 8 2023 15 Total $ 31 The stated minimum maturities of non-recourse debt as of March 31, 2020 , were as follows: Future minimum maturities (in millions) April 1, 2020 to December 31, 2020 $ 23 2021 25 2022 27 2023 54 2024 34 2025 31 Thereafter 454 Total minimum maturities $ 648 Deferred financing costs, net (15 ) Total non-recourse debt $ 633 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Non-Recourse Asset-Backed Debt and Bank Loans | We have outstanding the following asset-backed non-recourse debt and bank loans: Outstanding Balance Anticipated Carrying Value of Assets Pledged as of March 31, 2020 December 31, 2019 Interest Maturity Date March 31, December 31, 2019 Description (dollars in millions) HASI Sustainable Yield Bond 2015-1A $ 84 $ 85 4.28% October 2034 $ — $ 134 $ 126 Receivables, real estate and real estate intangibles HASI Sustainable Yield Bond 2015-1B Note 13 13 5.41% October 2034 — 134 126 Class B Bond of HASI Sustainable Yield Bond 2015-1 2017 Credit Agreement (1) — 61 4.12% January 2023 — — 120 Equity interests in Strong Upwind Holdings I, II, III, and IV LLC, and Northern Frontier, LLC HASI SYB Loan Agreement 2015-2 25 28 5.51% (2) December 2023 — 70 73 Equity interest in Buckeye Wind Energy Class B Holdings LLC, related interest rate swap HASI SYB Trust 2016-2 73 72 4.35% April 2037 — 76 76 Receivables HASI ECON 101 Trust 129 129 3.57% May 2041 — 136 135 Receivables and investments HASI SYB Trust 2017-1 154 155 3.86% March 2042 — 206 206 Receivables, real estate and real estate intangibles Lannie Mae Series 2019-01 96 96 3.68% 53,690 January 2047 106 106 Receivables, real estate and real estate intangibles Other non-recourse debt (3) 74 77 3.15% - 7.23% 2022 to 2032 18 74 77 Receivables Debt issuance costs (15 ) (16 ) Non-recourse debt (4) $ 633 $ 700 (1) This loan was prepaid in January 2020. (2) Interest rate represents the current period’s LIBOR based rate plus the spread. We have hedged the LIBOR rate exposure for the HASI SYB Loan Agreement 2015-2 using interest rate swaps fixed at 2.55% . (3) 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. (4) The total collateral pledged against our non-recourse debt was $802 million and $921 million as of March 31, 2020 and December 31, 2019 , respectively. In addition, $27 million and $23 million of our restricted cash balance was pledged as collateral to various non-recourse loans as of March 31, 2020 and December 31, 2019 , respectively. |
Schedule of Minimum Maturities of Debt | The stated minimum maturities to be paid under the amortization schedule to meet the required target loan balances as of March 31, 2020 are as follows: Future minimum maturities (in millions) April 1, 2020 to December 31, 2020 $ — 2021 8 2022 8 2023 15 Total $ 31 The stated minimum maturities of non-recourse debt as of March 31, 2020 , were as follows: Future minimum maturities (in millions) April 1, 2020 to December 31, 2020 $ 23 2021 25 2022 27 2023 54 2024 34 2025 31 Thereafter 454 Total minimum maturities $ 648 Deferred financing costs, net (15 ) Total non-recourse debt $ 633 |
Summary of Components of Notes | The following table presents a summary of the components of the 2024 Notes: March 31, 2020 December 31, 2019 (in millions) Principal $ 500 $ 500 Accrued interest 6 13 Unamortized premium 7 7 Less: Unamortized financing costs (8 ) (8 ) Carrying value of 2024 Notes $ 505 $ 512 The following table presents a summary of the components of the convertible notes: March 31, December 31, 2019 (in millions) Principal $ 150 $ 150 Accrued interest 1 2 Less: Unamortized financing costs (3 ) (3 ) Carrying value of convertible notes $ 148 $ 149 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Summary of Dividends Declared by Board of Directors | Our board of directors declared the following dividends in 2019 and 2020 : Announced Date Record Date Pay Date Amount per 2/21/2019 4/3/2019 4/11/2019 0.335 6/6/2019 7/5/2019 7/12/2019 0.335 9/12/2019 10/3/2019 10/10/2019 0.335 12/13/2019 12/26/2019 (1) 1/10/2020 0.335 2/20/2020 4/2/2020 4/10/2020 0.340 (1) This dividend was treated as a distribution in 2020 for tax purposes. |
Schedule of Common Stock Public Offerings and ATM | We completed the following public offerings (including ATM issuances) of our common stock between January 1, 2019 and March 31, 2020 : Date Common Stock Offerings Shares Issued Price Per Share Net Proceeds (2) (amounts in millions, except per share amounts) 1/3/2019 (1) Public Offering 0.465 21.60 (3) 9 1/23/2019 to 3/21/2019 ATM 1.603 23.39 (4) 37 5/7/2019 to 6/7/2019 ATM 1.926 26.33 (4) 50 12/12/2019 ATM 1.405 30.00 (4) 42 2/27/2020 to 3/27/2020 ATM 4.500 25.84 (4) 115 (1) These are 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 price per share at which the underwriters in our public offerings purchased our shares. (4) Represents the average price per share at which investors in our ATM offerings purchased our shares. |
Summary of Unvested Shares | 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, 2018 1,386,756 $ 19.00 $ 26.4 Granted 150,493 23.99 3.6 Vested (781,218 ) 18.91 (14.8 ) Forfeited (5,789 ) 20.62 (0.1 ) Ending Balance — December 31, 2019 750,242 $ 20.08 $ 15.1 Granted 189,541 33.01 6.2 Vested (480,213 ) 18.57 (8.9 ) Forfeited — — — Ending Balance — March 31, 2020 459,570 $ 27.00 $ 12.4 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, 2018 393,148 $ 19.55 $ 7.7 Granted 46,586 25.10 1.2 Vested (1,380 ) 21.68 — Forfeited (2,776 ) 22.23 (0.1 ) Ending Balance — December 31, 2019 435,578 $ 20.12 $ 8.8 Granted 23,342 27.18 0.6 Incremental performance shares granted 216,932 18.99 4.1 Vested (433,864 ) 18.99 (8.2 ) Forfeited — — — Ending Balance — March 31, 2020 241,988 $ 21.81 $ 5.3 (1) As discussed in Note 2, 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, 2018 — $ — $ — Granted 209,330 25.84 5.4 Vested (8,020 ) 25.82 (0.2 ) Forfeited — — — Ending Balance — December 31, 2019 201,310 $ 25.84 $ 5.2 Granted — — — Vested — — — Forfeited — — — Ending Balance — March 31, 2020 201,310 $ 25.84 $ 5.2 (1) See Note 4 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, 2018 — $ — $ — Granted 180,500 26.70 4.8 Vested — — — Forfeited — — — Ending Balance — December 31, 2019 180,500 $ 26.70 $ 4.8 Granted — — — Vested — — — Forfeited — — — Ending Balance — March 31, 2020 180,500 $ 26.70 $ 4.8 (1) See Note 4 for information on the vesting of LTIP Units. LTIP Units with market-based vesting conditions can vest between 0% and 200% |
Earnings per Share of Common _2
Earnings per Share of Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Common Share of Common Stock | The computation of basic and diluted earnings per common share of common stock is as follows: Three Months Ended March 31, Numerator: 2020 2019 (in millions, except share and per share data) Net income (loss) attributable to controlling stockholders and participating securities $ 24.3 $ 13.6 Less: Dividends on participating securities (0.3 ) (0.3 ) Undistributed earnings attributable to participating securities — — Net income (loss) attributable to controlling stockholders — basic 24.0 13.3 Add: Interest expense associated with convertible debt 1.8 — Net income (loss) attributable to controlling stockholders — dilutive $ 25.8 $ 13.3 Denominator: Weighted-average number of common shares — basic 67,172,104 61,748,906 Weighted-average number of common shares — diluted 73,140,922 62,365,271 Basic earnings per common share $ 0.36 $ 0.22 Diluted earnings per common share $ 0.35 $ 0.21 Securities being allocated a portion of earnings: Weighted-average number of OP units 281,903 281,289 Participating securities: Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions outstanding at period end 660,880 983,655 Potentially dilutive securities as of period end: Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions 660,880 983,655 Restricted stock units 241,988 437,640 LTIP Units with market-based vesting conditions 180,500 — Potential shares of common stock related to convertible notes 5,510,499 5,506,605 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | As of March 31, 2020 , we held the following equity method investments: Investment Date Investee Carrying Value (in millions) March 2020 University of Iowa Energy Collaborative Holdings LLC $ 115 Various 2007 Vento I, LLC 79 December 2015 Buckeye Wind Energy Class B Holdings, LLC 70 Various Vivint Solar Asset 1 Class B, LLC 61 Various Vivint Solar Asset 2 Class B, LLC 49 October 2016 Invenergy Gunsight Mountain Holdings, LLC 36 December 2018 3D Engie, LLC 30 Various 2019 K102 Investor LLC 29 Various Other investees 113 Total equity method investments $ 582 The following is a summary of the consolidated financial position and results of operations of the significant entities accounted for using the equity method. SunStrong Capital Holdings, LLC Vivint Solar Asset 2 Class B, LLC Other Investments (1) Total (in millions) Balance Sheet As of December 31, 2019 Current assets $ 213 $ 46 $ 210 $ 469 Total assets 1,330 183 2,604 4,117 Current liabilities 143 1 162 306 Total liabilities 1,008 81 764 1,853 Members' equity 322 102 1,840 2,264 As of December 31, 2018 Current assets 103 — 97 200 Total assets 972 — 2,164 3,136 Current liabilities 85 — 52 137 Total liabilities 745 — 314 1,059 Members' equity 226 — 1,851 2,077 Income Statement For the twelve months ended December 31, 2019 Revenue 102 2 153 257 Income from continuing operations (16 ) (1 ) (47 ) (64 ) Net income (16 ) (1 ) (47 ) (64 ) For the twelve months ended December 31, 2018 Revenue 25 — 151 176 Income from continuing operations (18 ) — (24 ) (42 ) Net income (18 ) — (24 ) (42 ) (1) Represents aggregated financial statement information for investments not separately presented. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Government and Commercial Receivables (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Financing receivable, past due period | 90 days |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Equity-Based Compensation (Details) - 2013 Plan - Restricted stock units | 3 Months Ended |
Mar. 31, 2020 | |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance target rate | 0.00% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance target rate | 200.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2020segment | |
Accounting Policies [Abstract] | |
Number of segment reported | 1 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accumulated deficit | $ (185,789) | $ (169,786) | |
Cumulative Effect, Period Of Adoption, Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accumulated deficit | $ 17,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value and Carrying Value of Financial Assets and Liabilities (Details - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized cost of investments | $ 59 | $ 74 |
Fair Value | Level 3 | Credit facilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 153 | 31 |
Fair Value | Level 3 | Non-recourse debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 677 | 739 |
Fair Value | Level 3 | Government receivables | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 283 | 278 |
Fair Value | Level 3 | Commercial receivables | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 879 | 906 |
Fair Value | Level 3 | Investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 63 | 75 |
Fair Value | Level 3 | Securitization residual assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 118 | 122 |
Fair Value | Level 2 | Senior unsecured notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 491 | 540 |
Fair Value | Level 2 | Convertible notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 145 | 185 |
Carrying Value | Level 3 | Credit facilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 153 | 31 |
Carrying Value | Level 3 | Non-recourse debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 648 | 716 |
Carrying Value | Level 3 | Government receivables | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 259 | 263 |
Carrying Value | Level 3 | Commercial receivables | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 873 | 896 |
Carrying Value | Level 3 | Investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 63 | 75 |
Carrying Value | Level 3 | Securitization residual assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 118 | 122 |
Carrying Value | Level 2 | Senior unsecured notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 513 | 520 |
Carrying Value | Level 2 | Convertible notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 151 | $ 152 |
Fair Value Measurements - Inves
Fair Value Measurements - Investments in Unrealized Loss Position (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Realized gains on investments recorded in gain on sale of receivables and investments | $ 3 | $ 0 |
Debt Securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | 75 | 170 |
Purchases of investments | 16 | 7 |
Payments on investments | (1) | (1) |
Sale of investments | (33) | 0 |
Unrealized gains (losses) on investments recorded in OCI | 3 | 2 |
Balance, end of period | $ 63 | $ 178 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Reconciliation of Level 3 Investments Securities (Footnotes) (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Estimated Fair Value | ||
Securities with a loss shorter than 12 months | $ 0 | $ 25 |
Securities with a loss shorter than 12 months | 0 | 0.4 |
Unrealized Losses | ||
Securities with a loss longer than 12 months | 8 | 8 |
Securities with a loss longer than 12 months | $ 0.4 | $ 0.7 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Level 3 | Mar. 31, 2020 | Dec. 31, 2019 |
Measurement Input, Interest Rate | Minimum | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investments, measurement input | 0.01 | |
Measurement Input, Interest Rate | Maximum | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investments, measurement input | 0.04 | |
Measurement Input, Discount Rate | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investments, measurement input | 0.037 | 0.044 |
Securitization residual assets | Measurement Input, Interest Rate | Minimum | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investments, measurement input | 0.02 | |
Securitization residual assets | Measurement Input, Interest Rate | Maximum | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investments, measurement input | 0.07 | |
Securitization residual assets | Measurement Input, Discount Rate | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investments, measurement input | 0.042 | 0.044 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciles Beginning and Ending Balances Level 3 Residual Assets Fair Value Recurring Basis (Details) (Details) - Securitization residual assets - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | $ 122 | $ 71 |
Accretion of securitization residual assets | 1 | 1 |
Purchases of investments | 12 | 6 |
Payments on investments | (1) | (1) |
Sale of investments | (21) | 0 |
Unrealized gains (losses) on investments recorded in OCI | 5 | 0 |
Balance, end of period | $ 118 | $ 77 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Cash Deposits Subject to Credit Risk (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Disclosures [Abstract] | ||
Cash deposits | $ 173,025 | $ 6,208 |
Restricted cash deposits (included in other assets) | 27,000 | 101,000 |
Total cash deposits | 200,000 | 107,000 |
Amount of cash deposits in excess of amounts federally insured | $ 199,000 | $ 105,000 |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Noncontrolling Interest [Line Items] | ||
Exchange of operating partnership units to common stock (in shares) | 0 | 0 |
Maximum | ||
Noncontrolling Interest [Line Items] | ||
Outstanding OP units held by outside limited partners (as a percent) | 1.00% |
Securitization of Financial A_2
Securitization of Financial Assets - Summary of Certain Transactions with Securitization Trusts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Fair Value Assumption, Date of Securitization or Asset-backed Financing Arrangement, Transferor's Continuing Involvement, Servicing Assets or Liabilities [Line Items] | ||
Gains on securitizations | $ 14,302 | $ 6,610 |
Securitization Trust | ||
Fair Value Assumption, Date of Securitization or Asset-backed Financing Arrangement, Transferor's Continuing Involvement, Servicing Assets or Liabilities [Line Items] | ||
Gains on securitizations | 5,000 | 7,000 |
Cost of financial assets securitized | 48,000 | 302,000 |
Proceeds from securitizations | 53,000 | 309,000 |
Cash received from residual and servicing assets | 1,000 | 1,000 |
Securitization Trust | Residual Assets | ||
Fair Value Assumption, Date of Securitization or Asset-backed Financing Arrangement, Transferor's Continuing Involvement, Servicing Assets or Liabilities [Line Items] | ||
Residual and servicing assets | $ 122,000 | $ 78,000 |
Securitization of Financial A_3
Securitization of Financial Assets - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Managed assets | $ 6,200,000,000 | $ 6,200,000,000 | |
Securitization credit losses | 0 | $ 0 | |
Securitization assets | 121,929,000 | 123,979,000 | |
Greater than 90 Days Past Due | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Securitization assets | 0 | ||
Asset-backed Securities, Securitized Loans and Receivables | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Managed receivables | $ 4,100,000,000 | $ 4,100,000,000 | |
Maximum | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Annual servicing fees | 0.20% | ||
Maximum | Measurement Input, Discount Rate | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Discount rates to determine fair market value of underlying assets | 0.07 | ||
Minimum | Measurement Input, Discount Rate | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Discount rates to determine fair market value of underlying assets | 0.03 |
Our Portfolio - Additional Info
Our Portfolio - Additional Information (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | Jan. 01, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Financing receivables, investments, real estate and equity method investments | $ 2,138,000,000 | |||
Allowance for credit losses | 26,000,000 | $ 25,000,000 | ||
Provision for loss on receivables | 1,000,000 | |||
Financing receivables on non accrual status | 0 | |||
OTTI | 0 | $ 0 | $ 0 | |
3 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Allowance for credit losses | $ 8,000,000 | $ 8,000,000 | $ 8,000,000 | |
Cumulative Effect, Period Of Adoption, Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Allowance for credit losses | $ 17,000,000 |
Our Portfolio - Schedule Of Rec
Our Portfolio - Schedule Of Receivables (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)transactionreceivable | Jan. 01, 2020USD ($) | Dec. 31, 2019USD ($) | |
Financing Receivable, Nonaccrual [Line Items] | |||
2020 | $ 61,000 | ||
2019 | 449,000 | ||
2018 | 268,000 | ||
2017 | 44,000 | ||
2016 | 131,000 | ||
2015 | 93,000 | ||
Prior to 2015 | 112,000 | ||
Total receivables | 1,158,000 | $ 1,162,000 | |
Less: Allowance for loss on receivables | (26,000) | (25,000) | |
Net receivables | 1,132,000 | ||
Investments | 63,167 | $ 74,530 | |
Real estate | 361,000 | ||
Equity method investments | 581,930 | 498,631 | |
Total | 2,138,000 | ||
Average remaining balance | 12,000 | ||
Financing receivables on non accrual status | $ 0 | ||
Number of transactions | transaction | 130 | ||
Finance receivable aggregate remaining amount | $ 47,000 | ||
3 | |||
Financing Receivable, Nonaccrual [Line Items] | |||
Less: Allowance for loss on receivables | (8,000) | (8,000) | |
Government receivables | |||
Financing Receivable, Nonaccrual [Line Items] | |||
Total receivables | 259,000 | 270,000 | |
Less: Allowance for loss on receivables | 0 | 0 | |
Government receivables | 1 | |||
Financing Receivable, Nonaccrual [Line Items] | |||
2020 | 0 | ||
2019 | 2,000 | ||
2018 | 0 | ||
2017 | 39,000 | ||
2016 | 70,000 | ||
2015 | 92,000 | ||
Prior to 2015 | 56,000 | ||
Total receivables | 259,000 | ||
Less: Allowance for loss on receivables | 0 | ||
Net receivables | 259,000 | ||
Investments | 35,000 | ||
Real estate | 0 | ||
Equity method investments | 0 | ||
Total | 294,000 | ||
Average remaining balance | 7,000 | ||
Government receivables | 2 | |||
Financing Receivable, Nonaccrual [Line Items] | |||
2020 | 0 | ||
2019 | 0 | ||
2018 | 0 | ||
2017 | 0 | ||
2016 | 0 | ||
2015 | 0 | ||
Prior to 2015 | 0 | ||
Total receivables | 0 | ||
Less: Allowance for loss on receivables | 0 | ||
Net receivables | 0 | ||
Investments | 0 | ||
Real estate | 0 | ||
Equity method investments | 0 | ||
Total | 0 | ||
Average remaining balance | 0 | ||
Government receivables | 3 | |||
Financing Receivable, Nonaccrual [Line Items] | |||
2020 | 0 | ||
2019 | 0 | ||
2018 | 0 | ||
2017 | 0 | ||
2016 | 0 | ||
2015 | 0 | ||
Prior to 2015 | 0 | ||
Total receivables | 0 | ||
Less: Allowance for loss on receivables | 0 | ||
Net receivables | 0 | ||
Investments | 0 | ||
Real estate | 0 | ||
Equity method investments | 0 | ||
Total | 0 | ||
Average remaining balance | 0 | ||
Commercial receivables | |||
Financing Receivable, Nonaccrual [Line Items] | |||
Total receivables | 899,000 | 892,000 | |
Less: Allowance for loss on receivables | $ (26,000) | $ (25,000) | $ (8,000) |
Number of contracts | receivable | 2 | ||
Commercial receivables | 1 | |||
Financing Receivable, Nonaccrual [Line Items] | |||
2020 | $ 61,000 | ||
2019 | 447,000 | ||
2018 | 268,000 | ||
2017 | 5,000 | ||
2016 | 61,000 | ||
2015 | 1,000 | ||
Prior to 2015 | 48,000 | ||
Total receivables | 891,000 | ||
Less: Allowance for loss on receivables | (18,000) | ||
Net receivables | 873,000 | ||
Investments | 28,000 | ||
Real estate | 361,000 | ||
Equity method investments | 559,000 | ||
Total | 1,821,000 | ||
Average remaining balance | 13,000 | ||
Commercial receivables | 2 | |||
Financing Receivable, Nonaccrual [Line Items] | |||
2020 | 0 | ||
2019 | 0 | ||
2018 | 0 | ||
2017 | 0 | ||
2016 | 0 | ||
2015 | 0 | ||
Prior to 2015 | 0 | ||
Total receivables | 0 | ||
Less: Allowance for loss on receivables | 0 | ||
Net receivables | 0 | ||
Investments | 0 | ||
Real estate | 0 | ||
Equity method investments | 23,000 | ||
Total | 23,000 | ||
Average remaining balance | 12,000 | ||
Commercial receivables | 3 | |||
Financing Receivable, Nonaccrual [Line Items] | |||
2020 | 0 | ||
2019 | 0 | ||
2018 | 0 | ||
2017 | 0 | ||
2016 | 0 | ||
2015 | 0 | ||
Prior to 2015 | 8,000 | ||
Total receivables | 8,000 | ||
Less: Allowance for loss on receivables | (8,000) | ||
Net receivables | 0 | ||
Investments | 0 | ||
Real estate | 0 | ||
Equity method investments | 0 | ||
Total | 0 | ||
Average remaining balance | $ 4,000 | ||
Credit Concentration Risk | Government receivables | Debt and Real Estate Portfolio | 1 | |||
Financing Receivable, Nonaccrual [Line Items] | |||
Percent of Portfolio | 14.00% | ||
Credit Concentration Risk | Government receivables | Debt and Real Estate Portfolio | 2 | |||
Financing Receivable, Nonaccrual [Line Items] | |||
Percent of Portfolio | 0.00% | ||
Credit Concentration Risk | Government receivables | Debt and Real Estate Portfolio | 3 | |||
Financing Receivable, Nonaccrual [Line Items] | |||
Percent of Portfolio | 0.00% | ||
Credit Concentration Risk | Commercial receivables | Debt and Real Estate Portfolio | 1 | |||
Financing Receivable, Nonaccrual [Line Items] | |||
Percent of Portfolio | 85.00% | ||
Credit Concentration Risk | Commercial receivables | Debt and Real Estate Portfolio | 2 | |||
Financing Receivable, Nonaccrual [Line Items] | |||
Percent of Portfolio | 1.00% | ||
Credit Concentration Risk | Commercial receivables | Debt and Real Estate Portfolio | 3 | |||
Financing Receivable, Nonaccrual [Line Items] | |||
Percent of Portfolio | 0.00% | ||
Credit Concentration Risk | Percent of Portfolio | Debt and Real Estate Portfolio | |||
Financing Receivable, Nonaccrual [Line Items] | |||
Percent of Portfolio | 100.00% | ||
Maximum | |||
Financing Receivable, Nonaccrual [Line Items] | |||
Average remaining balance | $ 1,000 | ||
External Credit Rating, Non Investment Grade | Commercial receivables | |||
Financing Receivable, Nonaccrual [Line Items] | |||
Financing receivables on non accrual status | $ 8,000 |
Our Portfolio - Summary of the
Our Portfolio - Summary of the Carrying Value and Allowance by Type of Receivable or "Portfolio Segment" (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Carrying Value | $ 1,158,000 | $ 1,162,000 | |
Allowance | 26,000 | 25,000 | |
Net receivables | 1,132,000 | ||
Financing receivables, investments, real estate and equity method investments | 2,138,000 | ||
Financing receivables on non accrual status | 0 | ||
Government | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Carrying Value | 259,000 | 270,000 | |
Allowance | 0 | 0 | |
Receivables | 259,085 | $ 263,175 | |
Commercial | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Carrying Value | 899,000 | 892,000 | |
Allowance | 26,000 | $ 25,000 | 8,000 |
Receivables | 873,397 | $ 896,432 | |
U.S. Federal Government | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Receivables | 150,000 | ||
State, Local, Institutions | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Receivables | 109,000 | ||
Residential Solar Loan | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Net receivables | 453,000 | ||
Special Purpose Subsidiaries | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Noncontrolling equity investments | 25,000 | ||
Special Purpose Subsidiaries | Residential Solar Loan | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Net receivables | 367,000 | ||
External Credit Rating, Non Investment Grade | Commercial | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Financing receivables on non accrual status | 8,000 | ||
External Credit Rating, Non Investment Grade | Leasing Arrangement | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Financing receivables, investments, real estate and equity method investments | 88,000 | ||
1 | Government | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Carrying Value | 259,000 | ||
Allowance | 0 | ||
Net receivables | 259,000 | ||
Financing receivables, investments, real estate and equity method investments | 294,000 | ||
1 | Commercial | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Carrying Value | 891,000 | ||
Allowance | 18,000 | ||
Net receivables | 873,000 | ||
Financing receivables, investments, real estate and equity method investments | $ 1,821,000 |
Our Portfolio - Allowance Roll
Our Portfolio - Allowance Roll Forward (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Mar. 31, 2020 |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Provision for loss on receivables | $ 1 | |
March 31, 2020 | 26 | $ 26 |
Government receivables | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Provision for loss on receivables | 0 | |
March 31, 2020 | 0 | 0 |
Commercial receivables | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance - January 1, 2020 | 8 | |
Provision for loss on receivables | 1 | |
March 31, 2020 | $ 26 | $ 26 |
Our Portfolio - Summary of Anti
Our Portfolio - Summary of Anticipated Maturity Dates of Financing Receivables and Investments and Weighted Average Yield (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Maturities by period (excluding allowance) | |
Total | $ 1,158 |
Less than 1 year | 5 |
1-5 years | 168 |
5-10 years | 308 |
More than 10 years | $ 677 |
Weighted average yield by period | |
Total | 8.00% |
Less than 1 year | 7.60% |
1-5 years | 7.00% |
5-10 years | 8.90% |
More than 10 years | 7.60% |
Maturities by period | |
Total | $ 63 |
Less than 1 year | 0 |
1-5 years | 0 |
5-10 years | 0 |
More than 10 years | $ 63 |
Weighted average yield by period | |
Total | 4.30% |
Less than 1 year | 0.00% |
1-5 years | 0.00% |
5-10 years | 0.00% |
More than 10 years | 4.30% |
Our Portfolio - Components of R
Our Portfolio - Components of Real Estate Portfolio (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Real Estate Properties [Line Items] | ||
Real estate | $ 361 | $ 362 |
Accumulated amortization of lease intangibles | (12) | (11) |
Land | ||
Real Estate Properties [Line Items] | ||
Real estate | 269 | 269 |
Lease intangibles | ||
Real Estate Properties [Line Items] | ||
Real estate | $ 104 | $ 104 |
Our Portfolio - Schedule of Fut
Our Portfolio - Schedule of Future Amortization Expenses Related to Intangible Assets and Future Minimum Rental Income Payments under Land Lease Agreements (Details) $ in Millions | Mar. 31, 2020USD ($) |
Future Amortization Expense | |
From April 1, 2020 to December 31, 2020 | $ 2 |
2021 | 3 |
2022 | 3 |
2023 | 3 |
2024 | 3 |
2025 | 3 |
Thereafter | 76 |
Total | 93 |
Minimum Rental Income Payments | |
From April 1, 2020 to December 31, 2020 | 17 |
2021 | 22 |
2022 | 22 |
2023 | 23 |
2024 | 24 |
2025 | 24 |
Thereafter | 741 |
Total | $ 873 |
Our Portfolio - Equity Method I
Our Portfolio - Equity Method Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||
Carrying Value | $ 581,930 | $ 498,631 |
University of Iowa Energy Collaborative Holdings LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Carrying Value | 115,000 | |
2007 Vento I, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Carrying Value | 79,000 | |
Buckeye Wind Energy Class B Holdings, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Carrying Value | 70,000 | |
Vivint Solar Asset 1 Class B, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Carrying Value | 61,000 | |
Vivint Solar Asset 2 Class B, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Carrying Value | 49,000 | |
Invenergy Gunsight Mountain Holdings, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Carrying Value | 36,000 | |
3D Engie, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Carrying Value | 30,000 | |
2019 K102 Investor LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Carrying Value | 29,000 | |
Other investees | ||
Schedule of Equity Method Investments [Line Items] | ||
Carrying Value | $ 113,000 |
Credit Facilities - Senior Cred
Credit Facilities - Senior Credit Facilities (Details) - Senior Secured Revolving Credit Facility | 3 Months Ended |
Mar. 31, 2020USD ($)facility | |
Line of Credit Facility [Line Items] | |
Number of revolving credit facilities | facility | 2 |
Unamortized issuance costs | $ 6,000,000 |
Default underlying financings | 50.00% |
LIBOR | Credit Default Option | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 2.00% |
Rep-Based Facility | |
Line of Credit Facility [Line Items] | |
Principal amount | $ 250,000,000 |
Availability fee percentage | 0.60% |
Rep-Based Facility | U.S. Federal Government | |
Line of Credit Facility [Line Items] | |
Applicable valuation percentages | 85.00% |
Rep-Based Facility | Institutional | |
Line of Credit Facility [Line Items] | |
Applicable valuation percentages | 80.00% |
Rep-Based Facility | LIBOR | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 1.40% |
Fixed interest rate | 1.85% |
Rep-Based Facility | Federal Funds Rate | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 0.40% |
Fixed interest rate | 0.85% |
Approval-Based Facility | |
Line of Credit Facility [Line Items] | |
Principal amount | $ 200,000,000 |
Approval-Based Facility | Certain Approved Existing Financing | |
Line of Credit Facility [Line Items] | |
Applicable valuation percentages | 85.00% |
Approval-Based Facility | Others as Prescribed by Administrative Agent | |
Line of Credit Facility [Line Items] | |
Applicable valuation percentages | 67.00% |
Approval-Based Facility | LIBOR | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 1.50% |
Fixed interest rate | 2.00% |
Approval-Based Facility | Federal Funds Rate | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 0.50% |
Fixed interest rate | 1.00% |
Credit Facilities - Schedule of
Credit Facilities - Schedule of Credit Facilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | ||
Outstanding balance | $ 153,074 | $ 31,199 |
Senior Secured Revolving Credit Facility | Rep-Based Facility | ||
Line of Credit Facility [Line Items] | ||
Outstanding balance | 11,000 | |
Value of collateral pledged to credit facility | $ 30,000 | |
Weighted average short-term borrowing rate | 2.40% | |
Senior Secured Revolving Credit Facility | Approval-Based Facility | ||
Line of Credit Facility [Line Items] | ||
Outstanding balance | $ 142,000 | |
Value of collateral pledged to credit facility | $ 203,000 | |
Weighted average short-term borrowing rate | 2.90% |
Credit Facilities - Schedule _2
Credit Facilities - Schedule of Minimum Maturities (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | ||
Total non-recourse debt | $ 633 | $ 700 |
Senior Secured Revolving Credit Facility | Rep-Based Facility | ||
Line of Credit Facility [Line Items] | ||
April 1, 2020 to December 31, 2020 | 0 | |
2021 | 8 | |
2022 | 8 | |
2023 | 15 | |
Total non-recourse debt | $ 31 |
Long-term Debt - Schedule of Ou
Long-term Debt - Schedule of Outstanding Non-Recourse Asset-Backed Debt and Bank Loans (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Debt issuance costs | $ (15) | $ (16) |
Total non-recourse debt | 633 | 700 |
Asset-Backed Non-recourse Debt | HASI Sustainable Yield Bond 2015-1A | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Outstanding Balance | $ 84 | 85 |
Interest Rate | 4.28% | |
Anticipated Balance at Maturity | $ 0 | |
Carrying Value of Assets Pledged, Receivables | 134 | 126 |
Asset-Backed Non-recourse Debt | HASI Sustainable Yield Bond 2015-1B Note | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Outstanding Balance | $ 13 | 13 |
Interest Rate | 5.41% | |
Anticipated Balance at Maturity | $ 0 | |
Carrying Value of Assets Pledged, Other | 134 | 126 |
Asset-Backed Non-recourse Debt | 2017 Credit Agreement | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Outstanding Balance | $ 0 | 61 |
Interest Rate | 4.12% | |
Anticipated Balance at Maturity | $ 0 | |
Carrying Value of Assets Pledged, Other | 0 | 120 |
Asset-Backed Non-recourse Debt | HASI SYB Loan Agreement 2015-2 | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Outstanding Balance | $ 25 | 28 |
Interest Rate | 5.51% | |
Anticipated Balance at Maturity | $ 0 | |
Carrying Value of Assets Pledged, Other | 70 | 73 |
Asset-Backed Non-recourse Debt | HASI SYB Trust 2016-2 | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Outstanding Balance | $ 73 | 72 |
Interest Rate | 4.35% | |
Anticipated Balance at Maturity | $ 0 | |
Carrying Value of Assets Pledged, Receivables | 76 | 76 |
Asset-Backed Non-recourse Debt | HASI ECON 101 Trust | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Outstanding Balance | $ 129 | 129 |
Interest Rate | 3.57% | |
Anticipated Balance at Maturity | $ 0 | |
Carrying Value of Assets Pledged, Receivables | 136 | 135 |
Asset-Backed Non-recourse Debt | HASI SYB Trust 2017-1 | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Outstanding Balance | $ 154 | 155 |
Interest Rate | 3.86% | |
Anticipated Balance at Maturity | $ 0 | |
Carrying Value of Assets Pledged, Receivables | 206 | 206 |
Asset-Backed Non-recourse Debt | Lannie Mae Series 2019-01 | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Outstanding Balance | $ 96 | 96 |
Interest Rate | 3.68% | |
Carrying Value of Assets Pledged, Receivables | $ 106 | 106 |
Other Non-recourse Debt | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Other non-recourse debt | 74 | 77 |
Anticipated Balance at Maturity | 18 | |
Carrying Value of Assets Pledged, Receivables | $ 74 | $ 77 |
Other Non-recourse Debt | Minimum | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Interest Rate | 3.15% | |
Other Non-recourse Debt | Maximum | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Interest Rate | 7.23% |
Long-term Debt - Schedule of _2
Long-term Debt - Schedule of Outstanding Non-Recourse Asset-Backed Debt and Bank Loans (Footnotes) (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Collateral Pledged | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Restricted cash | $ 27 | $ 23 |
Asset-Backed Non-recourse Debt | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Total collateral pledged against our nonrecourse debt | $ 802 | $ 921 |
HASI SYB Loan Agreement 2015-2 | Interest Rate Swap | Asset-Backed Non-recourse Debt | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Derivative rate | 2.55% |
Long-term Debt - Schedule of Mi
Long-term Debt - Schedule of Minimum Maturities of Non-recourse Debt (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Future minimum maturities | ||
Deferred financing costs, net | $ (15) | $ (16) |
Total non-recourse debt | 633 | $ 700 |
Non-recourse debt | ||
Future minimum maturities | ||
April 1, 2020 to December 31, 2020 | 23 | |
2021 | 25 | |
2022 | 27 | |
2023 | 54 | |
2024 | 34 | |
2025 | 31 | |
Thereafter | 454 | |
Total minimum maturities | 648 | |
Deferred financing costs, net | (15) | |
Total non-recourse debt | $ 633 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) | Jul. 15, 2021 | Feb. 20, 2020 | Dec. 13, 2019 | Sep. 12, 2019 | Jun. 06, 2019 | Feb. 21, 2019 | Sep. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jul. 31, 2019 |
Debt Instrument [Line Items] | |||||||||||
Principal, net of issuance costs | $ 633,000,000 | $ 700,000,000 | |||||||||
Total interest expense | $ 18,135,000 | $ 15,430,000 | |||||||||
Dividends declared per share (in usd per share) | $ 0.340 | $ 0.335 | $ 0.335 | $ 0.335 | $ 0.335 | $ 0.34 | |||||
Senior Unsecured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal | $ 150,000,000 | ||||||||||
Principal, net of issuance costs | $ 344,000,000 | ||||||||||
Proceeds from issuance of debt | 157,000,000 | ||||||||||
Senior Unsecured Notes | 2024 Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal | $ 500,000,000 | 500,000,000 | $ 350,000,000 | ||||||||
Principal, net of issuance costs | $ 155,000,000 | ||||||||||
Interest rate | 5.25% | ||||||||||
Debt instrument, yield to maturity | 4.13% | ||||||||||
Maximum unencumbered assets percentage of unsecured debt | 120.00% | ||||||||||
Total interest expense | $ 7,000,000 | ||||||||||
Senior Unsecured Notes | 2024 Notes | Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price, percentage | 40.00% | ||||||||||
Offer share percentage | 105.25% | ||||||||||
Convertible Senior Notes | Senior Unsecured Notes Due 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal | $ 400,000,000 | ||||||||||
Interest rate | 6.00% | ||||||||||
Convertible Senior Notes | 4.125% Convertible Senior Notes Due September 1, 2022 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal | $ 150,000,000 | $ 150,000,000 | |||||||||
Principal, net of issuance costs | $ 145,000,000 | ||||||||||
Interest rate | 4.125% | ||||||||||
Redemption price, percentage | 100.00% | ||||||||||
Total interest expense | $ 2,000,000 | $ 2,000,000 | |||||||||
Conversion rate of shares for each $1,000 principal amount of convertible notes | 36.7550 | ||||||||||
Conversion price per share (in usd per share) | $ 27.21 | ||||||||||
Adjustment for dividends declared (in usd per share) | $ 0.33 |
Long-term Debt - Summary of Com
Long-term Debt - Summary of Components of Notes (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jul. 31, 2019 |
Senior Unsecured Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 150,000,000 | |||
Senior Unsecured Notes | 2024 Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 500,000,000 | $ 500,000,000 | $ 350,000,000 | |
Accrued interest | 6,000,000 | 13,000,000 | ||
Unamortized premium | 7,000,000 | 7,000,000 | ||
Less: Unamortized financing costs | (8,000,000) | (8,000,000) | ||
Carrying value of convertible notes | 505,000,000 | 512,000,000 | ||
Convertible Senior Notes | 4.125% Convertible Senior Notes Due September 1, 2022 | ||||
Debt Instrument [Line Items] | ||||
Principal | 150,000,000 | 150,000,000 | ||
Accrued interest | 1,000,000 | 2,000,000 | ||
Less: Unamortized financing costs | (3,000,000) | (3,000,000) | ||
Carrying value of convertible notes | $ 148,000,000 | $ 149,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Financial Guarantee $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)joint_venture | |
Guarantor Obligations [Line Items] | |
Number of entities | joint_venture | 1 |
Maximum exposure | $ | $ 60 |
Percent of guarantee obligation payable by other entities | 15.00% |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $ 1,923 | $ (2,270) |
Federal benefit (as a percent) | 4.00% | 3.00% |
Equity - Summary of Dividends D
Equity - Summary of Dividends Declared by Board of Directors (Details) - $ / shares | Apr. 10, 2020 | Feb. 20, 2020 | Jan. 10, 2020 | Dec. 13, 2019 | Oct. 10, 2019 | Sep. 12, 2019 | Jul. 12, 2019 | Jun. 06, 2019 | Apr. 11, 2019 | Feb. 21, 2019 | Mar. 31, 2020 |
Dividends Payable [Line Items] | |||||||||||
Amount per share, declared (in usd per share) | $ 0.340 | $ 0.335 | $ 0.335 | $ 0.335 | $ 0.335 | $ 0.34 | |||||
Amount per share, paid (in dollars per share) | $ 0.335 | $ 0.335 | $ 0.335 | $ 0.335 | |||||||
Forecast | |||||||||||
Dividends Payable [Line Items] | |||||||||||
Amount per share, paid (in dollars per share) | $ 0.34 |
Equity - Schedule of Common Sto
Equity - Schedule of Common Stock Public Offerings and ATM (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Dec. 12, 2019 | Mar. 27, 2020 | Jun. 07, 2019 | Jan. 03, 2019 | Mar. 21, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Net Proceeds | $ 114,760 | $ 46,388 | |||||
Public Offering | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares Issued (in shares) | 465 | ||||||
Price Per Share (in usd per share) | $ 21.60 | ||||||
Net Proceeds | $ 9,000 | ||||||
ATM | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares Issued (in shares) | 1,405 | 4,500 | 1,926 | 1,603 | |||
Price Per Share (in usd per share) | $ 30 | $ 25.84 | $ 26.33 | $ 23.39 | |||
Net Proceeds | $ 42,000 | $ 115,000 | $ 50,000 | $ 37,000 |
Equity - Additional Information
Equity - Additional Information (Details) - 2013 Plan - Restricted Stock and Restricted Stock Units $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares awarded (in shares) | shares | 212,883 |
Equity-based compensation expense | $ 4 |
Unrecognized compensation expense | $ 16 |
Weighted-average term in which unrecognized compensation expense is expected to be recognized | 2 years |
Equity - Summary of Unvested Sh
Equity - Summary of Unvested Shares (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Restricted Shares of Common Stock | ||
Shares | ||
Beginning Balance (in shares) | 750,242 | 1,386,756 |
Granted (in shares) | 189,541 | 150,493 |
Vested (in shares) | (480,213) | (781,218) |
Forfeited (in shares) | 0 | (5,789) |
Ending Balance (in shares) | 459,570 | 750,242 |
Weighted Average Grant Date Fair Value | ||
Beginning Balance (in usd per share) | $ 20.08 | $ 19 |
Granted (in usd per share) | 33.01 | 23.99 |
Vested (in usd per share) | 18.57 | 18.91 |
Forfeited (in usd per share) | 0 | 20.62 |
Ending Balance (in usd per share) | $ 27 | $ 20.08 |
Value | ||
Beginning Balance | $ 15.1 | $ 26.4 |
Granted | 6.2 | 3.6 |
Vested | (8.9) | (14.8) |
Forfeited | 0 | (0.1) |
Ending Balance | $ 12.4 | $ 15.1 |
Restricted stock units | ||
Shares | ||
Beginning Balance (in shares) | 435,578 | 393,148 |
Granted (in shares) | 23,342 | 46,586 |
Vested (in shares) | (433,864) | (1,380) |
Forfeited (in shares) | 0 | (2,776) |
Ending Balance (in shares) | 241,988 | 435,578 |
Weighted Average Grant Date Fair Value | ||
Beginning Balance (in usd per share) | $ 20.12 | $ 19.55 |
Granted (in usd per share) | 27.18 | 25.10 |
Vested (in usd per share) | 18.99 | 21.68 |
Forfeited (in usd per share) | 0 | 22.23 |
Ending Balance (in usd per share) | $ 21.81 | $ 20.12 |
Value | ||
Beginning Balance | $ 8.8 | $ 7.7 |
Granted | 0.6 | 1.2 |
Vested | (8.2) | 0 |
Forfeited | 0 | (0.1) |
Ending Balance | $ 5.3 | $ 8.8 |
Restricted stock units | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 0.00% | |
Restricted stock units | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 200.00% | |
Incremental performance shares granted | ||
Shares | ||
Granted (in shares) | 216,932 | |
Weighted Average Grant Date Fair Value | ||
Granted (in usd per share) | $ 18.99 | |
Value | ||
Granted | $ 4.1 | |
LTIP Time-Based Vesting Units | ||
Shares | ||
Beginning Balance (in shares) | 201,310 | 0 |
Granted (in shares) | 0 | 209,330 |
Vested (in shares) | 0 | (8,020) |
Forfeited (in shares) | 0 | 0 |
Ending Balance (in shares) | 201,310 | 201,310 |
Weighted Average Grant Date Fair Value | ||
Beginning Balance (in usd per share) | $ 25.84 | $ 0 |
Granted (in usd per share) | 0 | 25.84 |
Vested (in usd per share) | 0 | 25.82 |
Forfeited (in usd per share) | 0 | 0 |
Ending Balance (in usd per share) | $ 25.84 | $ 25.84 |
Value | ||
Beginning Balance | $ 5.2 | $ 0 |
Granted | 0 | 5.4 |
Vested | 0 | (0.2) |
Forfeited | 0 | 0 |
Ending Balance | $ 5.2 | $ 5.2 |
LTIP Market-Based Vesting Units | ||
Shares | ||
Beginning Balance (in shares) | 180,500 | 0 |
Granted (in shares) | 0 | 180,500 |
Vested (in shares) | 0 | 0 |
Forfeited (in shares) | 0 | 0 |
Ending Balance (in shares) | 180,500 | 180,500 |
Weighted Average Grant Date Fair Value | ||
Beginning Balance (in usd per share) | $ 26.70 | $ 0 |
Granted (in usd per share) | 0 | 26.70 |
Vested (in usd per share) | 0 | 0 |
Forfeited (in usd per share) | 0 | 0 |
Ending Balance (in usd per share) | $ 26.70 | $ 26.70 |
Value | ||
Beginning Balance | $ 4.8 | $ 0 |
Granted | 0 | 4.8 |
Vested | 0 | 0 |
Forfeited | 0 | 0 |
Ending Balance | $ 4.8 | $ 4.8 |
LTIP Market-Based Vesting Units | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 0.00% | |
LTIP Market-Based Vesting Units | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 200.00% |
Earnings per Share of Common _3
Earnings per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net income (loss) attributable to controlling stockholders and participating securities | $ 24,308 | $ 13,647 |
Less: Dividends on participating securities | (300) | (300) |
Undistributed earnings attributable to participating securities | 0 | 0 |
Net income (loss) attributable to controlling stockholders — basic | 24,000 | 13,300 |
Add: Interest expense associated with convertible debt | 1,800 | 0 |
Net income (loss) attributable to controlling stockholders — dilutive | $ 25,800 | $ 13,300 |
Denominator: | ||
Weighted-average number of common shares — basic (in shares) | 67,172,104 | 61,748,906 |
Weighted-average number of common shares — diluted (in shares) | 73,140,922 | 62,365,271 |
Basic earnings per common share (in usd per share) | $ 0.36 | $ 0.22 |
Diluted earnings per common share (in usd per share) | $ 0.35 | $ 0.21 |
Securities being allocated a portion of earnings: | ||
Weighted-average number of OP units (in shares) | 281,903 | 281,289 |
Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions (in shares) | 660,880 | 983,655 |
Potential shares of common stock related to convertible notes (in shares) | 5,510,499 | 5,506,605 |
Restricted stock units | ||
Securities being allocated a portion of earnings: | ||
Potentially dilutive securities (in shares) | 241,988 | 437,640 |
LTIP Units with market-based vesting conditions | ||
Securities being allocated a portion of earnings: | ||
Potentially dilutive securities (in shares) | 180,500 | 0 |
Equity Method Investments - Add
Equity Method Investments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Income (loss) from equity method investments | $ 16,588 | $ 4,506 |
Equity Method Investments - Sum
Equity Method Investments - Summary of Consolidated Financial Position and Results of Operations of Significant Entities, Accounted for Using Equity Method (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | |
Balance Sheet | ||||||
Current assets | $ 469 | $ 200 | ||||
Total assets | 4,117 | 3,136 | ||||
Current liabilities | 306 | 137 | ||||
Total liabilities | 1,853 | 1,059 | ||||
Members’ equity | 2,264 | 2,077 | ||||
Income Statement | ||||||
Revenue | 257 | $ 176 | ||||
Income from continuing operations | (64) | (42) | ||||
Net income | (64) | $ (42) | ||||
SunStrong Capital Holdings, LLC | ||||||
Balance Sheet | ||||||
Current assets | $ 213 | 103 | ||||
Total assets | 1,330 | 972 | ||||
Current liabilities | 143 | 85 | ||||
Total liabilities | 1,008 | 745 | ||||
Members’ equity | 322 | 226 | ||||
Income Statement | ||||||
Revenue | 102 | $ 25 | ||||
Income from continuing operations | (16) | (18) | ||||
Net income | (16) | (18) | ||||
Vivint Solar Asset 2 Class B, LLC | ||||||
Balance Sheet | ||||||
Current assets | 46 | 0 | ||||
Total assets | 183 | 0 | ||||
Current liabilities | 1 | 0 | ||||
Total liabilities | 81 | 0 | ||||
Members’ equity | 102 | 0 | ||||
Income Statement | ||||||
Revenue | 2 | $ 0 | ||||
Income from continuing operations | (1) | 0 | ||||
Net income | $ (1) | $ 0 | ||||
Other investees | ||||||
Balance Sheet | ||||||
Current assets | 210 | 97 | ||||
Total assets | 2,604 | 2,164 | ||||
Current liabilities | 162 | 52 | ||||
Total liabilities | 764 | 314 | ||||
Members’ equity | 1,840 | $ 1,851 | ||||
Income Statement | ||||||
Revenue | 153 | 151 | ||||
Income from continuing operations | (47) | (24) | ||||
Net income | $ (47) | $ (24) |
Uncategorized Items - hasi-3312
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (14,105,000) |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (14,031,000) |
Noncontrolling Interest [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (74,000) |