HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. In this Form 10-Q, unless specifically stated otherwise or the context otherwise indicates, references to "we," "our," "us," and the "Company" refer toHannon Armstrong Sustainable Infrastructure Capital, Inc. , aMaryland corporation,Hannon Armstrong Sustainable Infrastructure, L.P. , and any of our other subsidiaries.Hannon Armstrong Sustainable Infrastructure, L.P. is aDelaware limited partnership of which we are the sole general partner and to which we refer in this Form 10-Q as our "Operating Partnership." Our business is focused on reducing the impact of greenhouse gases that have been scientifically linked to climate change. We refer to these gases, which are often for consistency expressed as carbon dioxide equivalents, as carbon emissions. The following discussion is a supplement to and should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and related notes and with our Annual Report on Form 10-K for the year endedDecember 31, 2021 , as amended by our Amendment No. 1 to our Annual Report on Form 10-K for the year endedDecember 31, 2021 (collectively, our "2021 Form 10-K"), that was filed with theSEC . Our Business We invest in climate solutions developed or sponsored by leading companies in the energy efficiency, renewable energy and other sustainable infrastructure markets. We believe we are one of the firstU.S. public companies solely dedicated to climate solutions. Our goal is to generate attractive returns from a diversified portfolio of project company investments with long-term, predictable cash flows from proven technologies that reduce carbon emissions or increase resilience to climate change. We are internally managed, and our management team has extensive relevant industry knowledge and experience. We have long-standing relationships with the leading energy service companies ("ESCOs"), manufacturers, project developers, utilities, owners and operators that provide recurring, programmatic investment and fee-generating opportunities. Additionally, we have relationships with leading banks, investment banks, and institutional investors from which we are referred additional investment and fee generating opportunities.
Our investments are focused on three markets:
•Behind-the-Meter ("BTM"): distributed building or facility projects, which
reduce energy usage or cost through the use of solar generation and energy
storage or energy efficiency improvements including heating, ventilation and air
conditioning systems ("HVAC"), lighting, energy controls, roofs, windows,
building shells, and/or combined heat and power systems;
•Grid-Connected ("GC"): projects that deploy cleaner energy sources, such as
solar and wind to generate power where the off-taker or counterparty is part of
the wholesale electric power grid; and
•Sustainable Infrastructure ("SI"): upgraded transmission and distribution
systems, water and storm water infrastructure, fleet transportation, renewable
natural gas, and other projects that improve water or energy efficiency,
increase resiliency, positively impact the environment or more efficiently use
natural resources.
We prefer investments in which the assets use proven technology and have a
long-term, creditworthy off-taker or counterparties. For BTM assets, the
off-taker or counterparty may be the building owner or occupant, and our
investment may be secured by the installed improvements or other real estate
rights. For GC assets, the off-takers or counterparties may be utility or
electric users who have entered into contractual commitments, such as power
purchase agreements ("PPAs"), to purchase power produced by a renewable energy
project at a specified price with potential price escalators for a portion of
the project's estimated life.
We completed approximately $273 million and $944 million of transactions during
the three and nine months ended September 30, 2022 , respectively, compared to
approximately $359 million and $1.1 billion during the same periods in 2021,
respectively. As of September 30, 2022 , pursuant to our strategy of holding
transactions on our balance sheet, we held approximately $3.9 billion of
transactions on our balance sheet, which we refer to as our "Portfolio." As of
September 30, 2022 , our Portfolio consisted of over 366 assets and we seek to
manage the diversity of our Portfolio by, among other factors, project type,
project operator, type of investment, type of technology, transaction size,
geography, obligor and maturity. For those transactions that we choose not to
hold on our balance sheet, we transfer all or a portion of the economics of the
transaction, typically using securitization trusts, to institutional investors
in exchange for cash and/or residual interests in the assets and in some cases,
ongoing fees. As of September 30, 2022 , we managed approximately $5.5 billion in
assets in these securitization trusts or vehicles that are not consolidated on
our balance sheet. When combined with our Portfolio, as of September 30, 2022 ,
we manage approximately $9.4 billion of assets which we refer to as our "Managed
Assets".
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We make our investments utilizing a variety of structures including:
•equity investments in either preferred or common structures in unconsolidated entities that own renewable energy or energy efficiency projects;
•government and commercial receivables or securities, such as loans for renewable energy and energy efficiency projects; and
•real estate, such as land or other assets leased for use by GC projects typically under long-term leases.
Our equity investments in climate solutions projects are operated by various renewable energy companies or by joint ventures in which we participate. These transactions allow us to participate in the cash flows associated with these projects, typically on a priority basis. Our energy efficiency debt investments are usually assigned the payment stream from the project savings and other contractual rights, often using our pre-existing master purchase agreements with the ESCOs. Our debt investments in various renewable energy or other sustainable infrastructure projects or portfolios of projects are generally secured by the installed improvements or other real estate rights. We also own, directly or through equity investments, land which is leased under long-term agreements to renewable energy projects, where our investment returns are typically senior to most project costs, debt, and equity. We often make investments where we hold a preferred or mezzanine position in a project company where we are subordinated to project debt and/or preferred forms of equity. Investing greater than 10% of our assets in any individual project company requires the approval of a majority of our independent directors. We may adjust the mix and duration of our assets over time in order to allow us to manage various aspects of our Portfolio, including expected risk-adjusted returns, macroeconomic conditions, liquidity, availability of adequate financing for our assets, and the maintenance of our REIT qualification and our exemption from registration as an investment company under the 1940 Act. We believe we have available a broad range of financing sources as part of our strategy to fund our investments in climate solutions. We may finance our investments through the use of non-recourse debt, recourse debt, convertible securities, or equity and may also decide to finance such transactions through the use of off-balance sheet securitization structures. When issuing debt, we generally provide the estimated carbon emission savings using CarbonCount. In addition, certain of our debt issuances meet the environmental eligibility criteria for green bonds as defined by theInternational Capital Markets Association's Green Bond Principles, which we believe makes our debt more attractive for many investors compared to such offerings that do not qualify under these principles. We have a large and active pipeline of potential new opportunities that are in various stages of our underwriting process. We believe the Inflation Reduction Act signed into law onAugust 16, 2022 , that incentivizes the construction of and investment in climate solutions will result in additional investment opportunities in the markets in which we invest over the next several years, which may result in increases in our pipeline in the future. We refer to potential opportunities as being part of our pipeline if we have determined that the project fits within our climate solutions investment strategy and exhibits the appropriate risk and reward characteristics through an initial credit analysis, including a quantitative and qualitative assessment of the opportunity, as well as research on the relevant market and sponsor. Our pipeline of transactions that could potentially close in the next 12 months consists of opportunities in which we will be the lead originator as well as opportunities in which we may participate with other institutional investors. As ofSeptember 30, 2022 , our pipeline consisted of more than$4.5 billion in new equity, debt and real estate opportunities. Of our pipeline, 47% is related to BTM assets and 35% is related to GC assets, with the remainder related to other sustainable infrastructure. There can, however, be no assurance with regard to any specific terms of such pipeline transactions or that any or all of the transactions in our pipeline will be completed. As part of our investment process, we calculate the ratio of the estimated first year of metric tons of carbon emissions avoided by our investments divided by the capital invested to quantify the carbon impact of our investments. In this calculation, which we refer to as CarbonCount, we use emissions factor data, expressed on a CO2 equivalent basis, from theU.S. Government or theInternational Energy Administration to an estimate of a project's energy production or savings to compute an estimate of metric tons of carbon emissions avoided. Refer to "MD&A - Environmental Metrics" below for a discussion of the carbon emissions avoided as a result of our investments. In addition to carbon, we also consider other environmental attributes, such as water use reduction, stormwater remediation benefits and stream restoration benefits.
We elected and qualified to be taxed as a REIT for
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--------------------------------------------------------------------------------Factors Impacting our Operating Results
We expect that our results of operations will be affected by a number of factors and will primarily depend on the size of our Portfolio, including the mix of transactions that we hold in our Portfolio, the income we receive from securitizations, syndications and other services, our Portfolio's credit risk profile, changes in market interest rates, commodity prices, federal, state and/or municipal governmental policies, general market conditions in local, regional and national economies, our ability to qualify as a REIT and maintain our exemption from registration as an investment company under the 1940 Act and, the impact of climate change, and the impact of the novel coronavirus (COVID-19). We provide a summary of the factors impacting our operating results in our 2021 Form 10-K under MD&A - Factors Impacting our Operating Results.
Critical Accounting Policies and Use of Estimates
Our financial statements are prepared in accordance with GAAP, which requires the use of estimates and assumptions that involve the exercise of judgment and use of assumptions as to future uncertainties. Understanding our accounting policies and the extent to which we make judgments and estimates in applying these policies is integral to understanding our financial statements. We believe the estimates and assumptions used in preparing our financial statements and related footnotes are reasonable and supportable based on the best information available to us as ofSeptember 30, 2022 . Various uncertainties, including those surrounding COVID-19, may materially impact the accuracy of the estimates and assumptions used in the financial statements and related footnotes and, as a result, actual results may vary significantly from estimates. We have identified the following accounting policies as critical because they require significant judgments and assumptions about highly complex and inherently uncertain matters and the use of reasonably different estimates and assumptions could have a material impact on our reported results of operations or financial condition. These critical accounting policies govern Consolidation, Equity Method Investments, Impairment or the establishment of an allowance under Topic 326 for our Portfolio and Securitization of Financial Assets. We evaluate our critical accounting estimates and judgments on an ongoing basis and update them, as necessary, based on changing conditions. We provide additional information on our critical accounting policies and use of estimates under Item 7. MD&A-Critical Accounting Policies and Use of Estimates in our 2021 Form 10-K and under Note 2 to our financial statements in this Form 10-Q.
Financial Condition and Results of Operations
Our Portfolio
Our Portfolio totaled approximately$3.9 billion as ofSeptember 30, 2022 and included approximately$2.2 billion of BTM assets and approximately$1.6 billion of GC assets, with the remainder in SI assets. Approximately 48% of our Portfolio consisted of unconsolidated equity investments in renewable energy related projects. Approximately 42% consisted of fixed-rate commercial and government receivables and debt securities, which are classified as investments, on our balance sheet, and 10% of our Portfolio was real estate leased to renewable energy projects under lease agreements. Our Portfolio consisted of over 366 transactions with an average size of$11 million and the weighted average remaining life of our Portfolio (excluding match-funded transactions) of approximately 18 years as ofSeptember 30, 2022 .
Our Portfolio included the following as of
•equity investments in either preferred or common structures in unconsolidated entities that own renewable energy or energy efficiency projects;
•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 GC projects typically under long-term leases; and
•investments in debt securities of renewable energy or energy efficiency projects.
The table below provides details on the interest rate and maturity of our
receivables and debt securities as of
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Balance Maturity
(in millions)
Fixed-rate receivables, interest rates less than 5.00% per annum $
123 2023 to 2047
Fixed-rate receivables, interest rates from 5.00% to 6.50% per annum
115 2024 to 2056
Fixed-rate receivables, interest rates from 6.50% to 8.00% per annum
799 2024 to 2069
Fixed-rate receivables, interest rates greater than 8.00% per annum
611 2024 to 2047
Receivables 1,648 (1)
Allowance for loss on receivables (34)
Receivables, net of allowance
1,614
Fixed-rate investments, interest rates less than 5.00% per annum 4 2035 to 2047
Fixed-rate investments, interest rates from 5.00% to 6.50% per annum
7 2047 to 2051
Total receivables and investments $ 1,625
(1) Excludes receivables held for sale of
The table below presents, for the debt investments and real estate related
holdings of our Portfolio and our interest-bearing liabilities inclusive of our
short-term commercial paper issuances and our credit facilities, the average
outstanding balances, income earned, the interest expense incurred, and average
yield or cost. Our earnings from our equity method investments are not included
in this table.
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(dollars in millions)
Portfolio, excluding equity method investments
Interest income, receivables $ 34 $ 26 $ 97 $ 75
Average balance of receivables $ 1,665 $ 1,249 $ 1,602 $ 1,230
Average interest rate of receivables 8.1 % 8.3 % 8.1 % 8.2 %
Interest income, investments $ - $ - $ - $ 1
Average balance of investments $ 12 $ 17 $ 14 $ 29
Average interest rate of investments 4.4 % 3.9 % 4.3 % 3.9 %
Rental income $ 7 $ 6 $ 20 $ 19
Average balance of real estate $ 359 $ 357 $ 358 $ 358
Average yield on real estate 7.4 % 7.2 % 7.3 % 7.2 %
Average balance of receivables, investments,
and real estate $ 2,036 $ 1,624 $ 1,974 $ 1,618
Average yield from receivables, investments,
and real estate 7.9 % 8.0 % 7.9 % 7.9 %
Debt
Interest expense (1) $ 30 $ 27 $ 85 $ 79
Average balance of debt $ 2,777 $ 2,532 $ 2,667 $ 2,264
Average cost of debt 4.3 % 4.3 % 4.3 % 4.7 %
(1) Excludes loss on debt modification or extinguishment included in interest expense in our income statement.
The following table provides a summary of our anticipated principal repayments
for our receivables and investments as of
Payment due by Period
Less than 1-5 5-10 More than
Total 1 year years years 10 years
(in millions)
Receivables (excluding allowance) $ 1,648 $ 25 $ 153 $ 833 $ 637
Investments 11 - 1 1 9
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See Note 6 to our financial statements in this Form 10-Q for information on:
•the anticipated maturity dates of our receivables and investments and the
weighted average yield for each range of maturities as of
•the term of our leases and a schedule of our future minimum rental income under
our land lease agreements as of
•the Performance Ratings of our Portfolio, and
•the receivables on non-accrual status.
For information on our securitization assets relating to our securitization trusts, see Note 5 to our financial statements in this Form 10-Q. The securitization assets do not have a contractual maturity date and the underlying securitized assets have contractual maturity dates until 2058.
Results of Operations
Comparison of the Three Months EndedSeptember 30, 2022 vs. Three Months EndedSeptember 30, 2021 Three months ended September 30, 2022 2021 $ Change % Change (dollars in thousands) Revenue Interest income$ 34,303 $ 26,236 $ 8,067 31 % Rental income 6,609 6,430 179 3 % Gain on sale of receivables and investments 14,490 13,072 1,418 11 % Fee income 4,748 3,144 1,604 51 % Total Revenue 60,150 48,882 11,268 23 % Expenses Interest expense 29,556 27,349 2,207 8 % Provision for loss on receivables (2,463) 1,485 (3,948) (266) % Compensation and benefits 12,933 12,218 715 6 % General and administrative 8,150 4,964 3,186 64 % Total expenses 48,176 46,016 2,160 5 % Income (loss) before equity method investments 11,974 2,866 9,108 318 % Income (loss) from equity method investments 30,552 (7,215) 37,767 (523) % Income (loss) before income taxes 42,526 (4,349) 46,875 (1,078) % Income tax (expense) benefit (7,585) 1,250 (8,835) (707) % Net income (loss)$ 34,941 $ (3,099) $ 38,040 (1,228) % •Net income (loss) increased by$38 million due to an increase in equity method investments income (loss) of$38 million and an$11 million increase in total revenue, offset by a$2 million increase in total expenses and a$9 million increase in income tax benefit (expense). •Total revenue increased by$11 million due to a$8 million increase in interest income, driven primarily by a higher average Portfolio balance offset by a decrease in average interest rate and by a$3 million increase in gain on sale and fee income, driven by a change in the mix and volume of assets being securitized. •Interest expense increased by$2 million primarily due to a larger average outstanding debt balance. We released$2 million from our allowance for loan losses, driven primarily by improvements in loans in our Portfolio, offset partially by provision for loans and loan commitments made during the quarter. - 39 - --------------------------------------------------------------------------------
•Compensation and benefits and general and administrative expenses increased by
•Income (loss) from equity method investments using HLBV allocations increased by$38 million primarily due to income from new projects in the current period and lower losses related to mark to market losses on economic hedges used by some of our projects to reduce the impact of power price fluctuations.
•Income tax expense increased by
Comparison of the Nine Months EndedSeptember 30, 2022 vs. Nine Months EndedSeptember 30, 2021 Nine Months Ended September 30, 2022 2021 $ Change % Change (dollars in thousands) Revenue Interest income$ 97,904 $ 76,352 $ 21,552 28 % Rental income 19,716 19,361 355 2 % Gain on sale of receivables and investments 51,252 54,988 (3,736) (7) % Fee income 12,557 8,769 3,788 43 % Total Revenue 181,429 159,470 21,959 14 % Expenses Interest expense 85,035 95,394 (10,359) (11) % Provision for loss on receivables 6,222 2,896 3,326 115 % Compensation and benefits 50,108 39,850 10,258 26 % General and administrative 22,696 14,814 7,882 53 % Total expenses 164,061 152,954 11,107 7 % Income (loss) before equity method investments 17,368 6,516 10,852 167 % Income (loss) from equity method investments 58,533 69,519 (10,986) (16) % Income (loss) before income taxes 75,901 76,035 (134) - % Income tax (expense) benefit (13,794) (11,510) (2,284) 20 % Net income (loss)$ 62,107 $ 64,525 $ (2,418) (4) %
•Net income decreased by
•Total revenue increased by
•Interest expense decreased by$10 million due to a one time loss on the redemption of senior unsecured notes in the prior period which did not recur, offset by additional expense from a larger average outstanding debt balance with a lower average rate. We recorded a provision for loss on receivables of$6 million primarily as a result of loans and loan commitments. •Compensation and benefits expense increased by$10 million primarily due to the acceleration of share based compensation associated with the adoption of a new retirement policy in the second quarter of 2022. General and administrative expenses increased by$8 million due to additional investment in corporate infrastructure, charitable contributions, and an increase in corporate governance expenses.
•Income from equity method investments decreased by
•Income tax expense increased by
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--------------------------------------------------------------------------------Non-GAAP Financial Measures
We consider the following non-GAAP financial measures useful to investors as key supplemental measures of our performance: (1) distributable earnings, (2) distributable net investment income, and (3) managed assets. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss as measures of our operating performance. These non-GAAP financial measures, as calculated by us, may not be comparable to similarly named financial measures as reported by other companies that do not define such terms exactly as we define such terms.
Distributable Earnings
We calculate distributable earnings as GAAP net income (loss) excluding non-cash equity compensation expense, provisions for loss on receivables, amortization of intangibles, non-cash provision (benefit) for taxes, losses or (gains) from modification or extinguishment of debt facilities, any one-time acquisition related costs or non-cash tax charges and the earnings attributable to our non-controlling interest of ourOperating Partnership . We also make an adjustment to our equity method investments in the renewable energy projects as described below. We will use judgment in determining when we will reflect the losses on receivables in our distributable earnings, and will consider certain circumstances such as the time period in default, sufficiency of collateral as well as the outcomes of any related litigation. In the future, distributable earnings may also exclude one-time events pursuant to changes in GAAP and certain other adjustments as approved by a majority of our independent directors. We believe a non-GAAP measure, such as distributable earnings, that adjusts for the items discussed above is and has been a meaningful indicator of our economic performance in any one period and is useful to our investors as well as management in evaluating our performance as it relates to expected dividend payments over time. As a REIT, we are required to distribute substantially all of our taxable income to investors in the form of dividends, which is a principal focus of our investors. Additionally, we believe that our investors also use distributable earnings, or a comparable supplemental performance measure, to evaluate and compare our performance to that of our peers, and as such, we believe that the disclosure of distributable earnings is useful to our investors. Certain of our equity method investments in renewable energy and energy efficiency projects are structured using typical partnership "flip" structures where the investors with cash distribution preferences receive a pre-negotiated return consisting of priority distributions from the project cash flows, in many cases, along with tax attributes. Once this preferred return is achieved, the partnership "flips" and the common equity investor, often the operator or sponsor of the project, receives more of the cash flows through its equity interests while the previously preferred investors retain an ongoing residual interest. We have made investments in both the preferred and common equity of these structures. Regardless of the nature of our equity interest, we typically negotiate the purchase prices of our equity investments, which have a finite expected life, based on our underwritten cash flows discounted back to the net present value, based on a target investment rate, with the cash flows to be received in the future reflecting both a return on the capital (at the investment rate) and a return of the capital we have committed to the project. We use a similar approach in the underwriting of our receivables. Under GAAP, we account for these equity method investments utilizing the HLBV method. Under this method, we recognize income or loss based on the change in the amount each partner would receive, typically based on the negotiated profit and loss allocation, if the assets were liquidated at book value, after adjusting for any distributions or contributions made during such quarter. The HLBV allocations of income or loss may be impacted by the receipt of tax attributes, as tax equity investors are allocated losses in proportion to the tax benefits received, while the sponsors of the project are allocated gains of a similar amount. The investment tax credit typically used in solar projects is a one-time credit realized in the quarter when the project is considered operational for tax purposes and is fully allocated under HLBV in that quarter (subject to an impairment test), while the production tax credit used in wind is a ten year credit and thus is allocated under HLBV over a ten year period. In addition, the agreed upon allocations of the project's cash flows may differ materially from the profit and loss allocation used for the HLBV calculations. We also consider the impact of any OTTI in determining our income from equity method investments. The cash distributions for those equity method investments where we apply HLBV are segregated into a return on and return of capital on our cash flow statement based on the cumulative income (loss) that has been allocated using the HLBV method. However, as a result of the application of the HLBV method, including the impact of tax allocations, the high levels of depreciation and other non-cash expenses that are common to renewable energy projects and the differences between the agreed upon profit and loss and the cash flow allocations, the distributions and thus the economic returns (i.e. return on capital) achieved from the investment are often significantly different from the income or loss that is allocated to us under the HLBV method in any one period. Thus, in calculating distributable earnings, for certain of these investments where there are characteristics as described above, we further adjust GAAP net income (loss) to take into account our calculation of the return on capital (based upon the underwritten investment rate) from our renewable energy equity method investments, as adjusted to reflect the performance of the project and the cash distributed. We believe this equity method investment adjustment to our GAAP net income (loss) in calculating our distributable earnings measure is an important supplement to the HLBV income - 41 - -------------------------------------------------------------------------------- allocations determined under GAAP for an investor to understand the economic performance of these investments where HLBV income can differ substantially from the economic returns in any one period. We have acquired equity investments in portfolios of renewable energy projects which have the majority of the distributions payable to more senior investors in the first few years of the project. The following table provides results related to our equity method investments for the three and nine months endedSeptember 30, 2022 and 2021. Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in millions) Income (loss) under GAAP $ 31$ (7) $ 59 $ 70 Distributable earnings $ 31$ 26 $ 99 $ 77 Return of capital/(deferred cash collections) 49 (13) 33 (42) Cash collected (1) $ 80$ 13 $ 132 $ 35
(1) Cash collected during the three- and nine-months ended
Distributable earnings does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), or an indication of our cash flow from operating activities (determined in accordance with GAAP), or a measure of our liquidity, or an indication of funds available to fund our cash needs, including our ability to make cash distributions. In addition, our methodology for calculating distributable earnings may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures, and accordingly, our reported distributable earnings may not be comparable to similar metrics reported by other companies. The table below provides a reconciliation of our GAAP net income (loss) to distributable earnings for the three and nine months endedSeptember 30, 2022 and 2021. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Per Per Per Per $ Share $ Share $ Share $ Share
(dollars in thousands, except per share amounts) Net income (loss) attributable to controlling stockholders (1)
$ 34,534 $ 0.38 $ (2,838) $ (0.04) $ 61,431 $ 0.69 $ 64,159 $ 0.79 Distributable earnings adjustments: Reverse GAAP (income) loss from equity method investments (30,552) 7,215 (58,533)
(69,519)
Equity method investments earnings adjustment 31,315 25,898 98,960
76,570
Equity-based compensation charges 2,060 3,715 17,993
13,503
Provision for loss on receivables (2) (2,463) 1,485 6,222
2,896
Loss (gain) on debt modification or extinguishment - - - 16,083 Amortization of intangibles 760 823 2,360 2,468 Non-cash provision (benefit) for income taxes 7,585 (1,250) 13,794
11,510
Current year earnings attributable to non-controlling interest 407 (261) 676 366 Distributable earnings (3)$ 43,646 $ 0.49 $ 34,787 $ 0.41 $ 142,903 $ 1.61 $ 118,036 $ 1.42
(1)The per share data reflects the GAAP diluted earnings per share and is the most comparable GAAP measure to our distributable earnings per share.
(2)In addition to these provisions, in the second quarter of 2022 we wrote-off two commercial receivables with a combined total carrying value of approximately$8 million which represented assignments of land lease payments from two wind projects that we had originated in 2014 as a part of an acquisition of a large land portfolio. In 2017, the operator of the projects terminated the lease, at which time we filed a legal claim and placed these - 42 - -------------------------------------------------------------------------------- assets on non-accrual status. In 2019, we received a court decision indicating that the owners of the projects were within their rights under the contract terms to terminate the lease which impacts the land lease assignments to us, at which time we reserved the receivables for their full carrying amount. In the second quarter of 2022, we received a court decision indicating that our appeal was not successful, and accordingly wrote off the full amount of the receivable. We have excluded the write off from Distributable earnings due to the infrequent occurrence of credit losses as well as the unique nature of the receivables, as the assignment of land lease payments from wind projects represent a small portion of our total portfolio. (3)Distributable earnings per share are based on 89,635,572 and 88,612,178 shares for the three and nine months endedSeptember 30, 2022 , respectively, and 83,912,769 and 83,118,733 shares for the three and nine months endedSeptember 30, 2021 , respectively, which represents the weighted average number of fully-diluted shares outstanding including our restricted stock awards, restricted stock units, long-term incentive plan units, and the non-controlling interest in ourOperating Partnership . We include any potential common stock issuances related to share based compensation units in the amount we believe is reasonably certain to vest. As it relates to Convertible Notes, we will assess the market characteristics around the instrument to determine if it is more akin to debt or equity based on the value of the underlying shares upon conversion. If the instrument is more debt-like then we will include any related interest expense and exclude the underlying shares issuable upon conversion of the instrument. If the instrument is more equity-like and is more dilutive when treated as equity then we will exclude any related interest expense and include the weighted average shares underlying the instrument.
Distributable Net Investment Income
We have a portfolio of investments in climate solutions that we finance using a combination of debt and equity. We calculate distributable net investment income as shown in the table below by adjusting GAAP-based net investment income for those distributable earnings adjustments that are applicable to distributable net investment income. We believe that this measure is useful to investors as it shows the recurring income generated by our Portfolio after the associated interest cost of debt financing. Our management also uses distributable net investment income in this way. Our non-GAAP distributable net investment income measure may not be comparable to similarly titled measures used by other companies. For further information, see the discussion above related to Distributable Earnings.
The following is a reconciliation of our GAAP-based net investment income to our distributable net investment income:
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(in thousands)
Interest income $ 34,303 $ 26,236 $ 97,904 $ 76,352
Rental income 6,609 6,430 19,716 19,361
GAAP-based investment revenue 40,912 32,666 117,620 95,713
Interest expense 29,556 27,349 85,035 95,394
GAAP-based net investment income 11,356 5,317 32,585 319
Equity method earnings adjustment 31,315 25,898 98,960 76,570
Loss (gain) on debt modification or
extinguishment - - - 16,083
Amortization of real estate intangibles 760 772 2,292 2,317
Distributable net investment income
$ 133,837 $ 95,289 Managed Assets As we both consolidate assets on our balance sheet and securitize assets off-balance sheet, certain of our receivables and other assets are not reflected on our balance sheet where we may have a residual interest in the performance of the investment, such as servicing rights or a retained interest in cash flows. Thus, we present our investments on a non-GAAP "Managed Assets" basis, which assumes that securitized receivables are not sold. We believe that our Managed Asset information is useful to investors because it portrays the amount of both on- and off-balance sheet receivables that we manage, which enables investors to understand and evaluate the credit performance associated with our portfolio of receivables, investments and residual assets in off-balance sheet securitized receivables. Our management also uses Managed Assets in this way. Our non-GAAP Managed Assets measure may not be comparable to similarly titled measures used by other companies. - 43 -
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The following is a reconciliation of our GAAP-based Portfolio to our Managed
Assets:
As of
September 30, 2022 December 31, 2021
(in millions)
Equity method investments $ 1,922 $ 1,760
Commercial receivables, net of allowance 1,511 1,299
Government receivables 103 125
Receivables held-for sale 17 22
Real estate 358 356
Investments 11 18
GAAP-based Portfolio 3,922 3,580
Assets held in securitization trusts 5,501 5,199
Managed Assets $ 9,423 $ 8,779
Other Metrics
Portfolio Yield
We calculate portfolio yield as the weighted average underwritten yield of the
investments in our Portfolio as of the end of the period. Underwritten yield is
the rate at which we discount the underwritten cash flows from the assets in our
Portfolio to determine our purchase price. In calculating underwritten yield, we
make certain assumptions, including the timing and amounts of cash flows
generated by our investments, which may differ from actual results, and may
update this yield to reflect our most current estimates of project performance.
We believe that portfolio yield provides an additional metric to understand
certain characteristics of our Portfolio as of a point in time. Our management
uses portfolio yield this way and we believe that our investors use it in a
similar fashion to evaluate certain characteristics of our Portfolio compared to
our peers, and as such, we believe that the disclosure of portfolio yield is
useful to our investors.
Our Portfolio totaled approximately $3.9 billion as of September 30, 2022 .
Unlevered portfolio yield was 7.4% as of September 30, 2022 and 7.5% as of
December 31, 2021 . Portfolio yield decreased primarily due to adjustments in the
expected performance of certain of our assets as a result of grid congestion in
the power market where those assets are located. See Note 6 to our financial
statements and MD&A - Our Business in this Form 10-Q for additional discussion
of the characteristics of our portfolio as of September 30, 2022 .
Environmental Metrics
As a part of our investment process, we calculate the estimated metric tons of CO2 equivalent emissions, or carbon emissions avoided by our investments by applying emissions factor data from theU.S. Government or theInternational Energy Administration to an estimate of a project's energy production or savings to compute an estimate of metric tons of carbon emissions avoided. We then determine the metric tons of carbon emissions avoided per thousand dollars of investments, in a calculation we refer to as CarbonCount, which enables us to measure the impact our investments have on reducing carbon emissions. We estimate that our investments originated during the quarter endedSeptember 30, 2022 , will avoid annual carbon emissions by approximately 49,000 metric tons, equating to a CarbonCount® of 0.18. We estimate that our investments made since 2013 have cumulatively avoided annual carbon emissions by over 23 million metric tons.
Liquidity and Capital Resources
Liquidity is a measure of our ability to meet potential short term (within one
year) and long term cash requirements. We carefully manage and forecast our
liquidity sources and uses on a frequent basis. Our sources of liquidity
typically include collections from our Portfolio, proceeds from sales and
securitizations (including gains-on-sale), fee revenue, proceeds from debt
transactions, and proceeds from equity transactions. Our uses of liquidity
typically include operating expenses (including cash compensation), interest and
principal payments on our debt, shareholder dividends, and funding investments.
We maintain sufficiently available liquidity in the form of unrestricted cash
and immediately available capacity on our credit facilities to manage our net
cash flow.
We typically pay our operating expenses, including interest on our debt, and
dividends from collections on our Portfolio and proceeds from sales of Portfolio
investments. We use borrowings as part of our financing strategy to increase
potential
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returns to our stockholders and have available to us a broad range of financing sources. We finance our investments primarily with non-recourse or recourse debt, equity and off-balance sheet securitization structures.
We have adequate liquidity as ofSeptember 30, 2022 , with unrestricted cash balances of$273 million , an unsecured revolving credit facility with an unused capacity of$550 million , and$16 million of available capacity in our secured revolving credit facilities. As ofSeptember 30, 2022 , we had used the available$100 million capacity in our green commercial paper program. During 2022, we have issued$127 million in equity. InMarch 2022 ,$8 million of our 2022 Senior Convertible Notes were converted into 282,678 shares of common stock, with the remaining notes redeemed for cash of$0.5 million . InApril 2022 , we issued$200 million principal amount of Senior Exchangeable Notes which mature in 2025, have a 0.00% coupon and accrete to a premium at maturity at an effective rate of 3.25% annually. In November of 2022, we entered into a delayed draw term loan facility with a committed and available amount of$383 million . As ofSeptember 30, 2022 , we had$418 million of non-recourse borrowings,$1.8 billion of senior unsecured notes and$344 million of Convertible Notes outstanding. For further information, see Note 8 to our financial statements of this Form 10-Q. We also continue to utilize off-balance sheet securitization transactions, where we transfer the loans or other assets we originate to securitization trusts or other bankruptcy remote special purpose funding vehicles that are not consolidated on our balance sheet. We have continued to complete off-balance sheet securitization transactions with large institutional investors such as life insurance companies. As ofSeptember 30, 2022 , the outstanding balance of our assets financed through the use of these off-balance sheet transactions was approximately$5.5 billion . In addition to general operational obligations, which are typically paid as incurred, and dividends, which are declared by our board of directors quarterly, we will have future cash needs related to the maturity of the non-amortizing balances of our Senior Unsecured Notes and the balances of our short-term commercial paper issuances and revolving credit facilities. We also have maturities related to our non-recourse debt and Convertible Notes. However, as it relates to the non-recourse debt, to the extent there are not sufficient cash flows received from those investments pledged as collateral, the investor has no recourse against other corporate assets to recover any shortfalls and corporate cash contributions would not be required. As it relates to the Convertible Notes, those obligations may be settled prior to maturity with the issuance of shares or at maturity with cash. For further information on our long-term debt, see Note 8 to our financial statements of this Form 10-Q.
The maturity profile of these obligations are as follows (excluding non-recourse debt):
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We plan to raise additional equity capital and continue to use fixed and
floating rate borrowings, which may be in the form of short-term commercial
paper issuances, revolving credit facilities, recourse or non-recourse debt,
convertible securities, repurchase agreements, and public and private debt
issuances as a means of financing our business. We also expect to use both
on-balance sheet and off-balance sheet securitizations. We may also consider the
use of separately funded special purpose entities or funds to allow us to expand
the investments that we make or to manage Portfolio diversification.
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The decision on how we finance specific assets or groups of assets is largely
driven by risk and portfolio and financial management considerations, including
the potential for gain on sale or fee income, as well as the overall interest
rate environment, prevailing credit spreads and the terms of available financing
and market conditions. During periods of market disruptions, certain sources of
financing may be more readily accessible than others which may impact our
financing decisions. Over time, as market conditions change, we may use other
forms of debt and equity in addition to these financing arrangements.
The amount of financial leverage we may deploy for particular assets will depend
upon the availability of particular types of financing and our assessment of the
credit, liquidity, price volatility and other risks of those assets, and the
interest rate environment. As shown in the table below, our debt to equity ratio
was approximately 1.7 to 1 as of September 30, 2022 , below our current
board-approved leverage limit of up to 2.5 to 1. Our percentage of fixed rate
debt was approximately 93% as of September 30, 2022 , which is within our
targeted fixed rate debt percentage range of 75% to 100%.
The calculation of our fixed-rate debt and financial leverage is shown in the
chart below:
September 30, 2022 % of Total December 31, 2021 % of Total
(dollars in (dollars in
millions) millions)Floating-rate borrowings (1) $ 200 7 % $ 151 6 % Fixed-rate debt 2,528 93 % 2,342 94 % Total debt (2) $ 2,728 100 % $ 2,493 100 % Equity $ 1,651 $ 1,567 Leverage 1.7 to 1 1.6 to 1 (1)Floating-rate borrowings include borrowings under our floating-rate credit facilities and commercial paper issuances with less than six months original maturity.
(2)Debt excludes securitizations that are not consolidated on our balance sheet.
We intend to use financial leverage for the primary purpose of financing our Portfolio and business activities and not for the purpose of speculating on changes in interest rates. While we may temporarily exceed the leverage limit, if our board of directors approves a material change to this limit, we anticipate advising our stockholders of this change through disclosure in our periodic reports and other filings under the Exchange Act. While we generally intend to hold our target assets that we do not securitize upon acquisition as long term investments, certain of our investments may be sold in order to manage our interest rate risk and liquidity needs, to meet other operating objectives and to adapt to market conditions. The timing and impact of future sales of receivables and investments, if any, cannot be predicted with any certainty. We believe our identified sources of liquidity will be adequate for purposes of meeting our short-term and long-term liquidity needs, which include funding future investments, debt service, operating costs and distributions to our stockholders. To qualify as a REIT, we must distribute annually at least 90% of our REIT's taxable income without regard to the deduction for dividends paid and excluding net capital gains. These dividend requirements limit our ability to retain earnings and thereby increase the need to replenish capital for growth and our operations. Sources and Uses of Cash We had approximately$298 million and$251 million of unrestricted cash, cash equivalents, and restricted cash as ofSeptember 30, 2022 andDecember 31, 2021 , respectively.
Cash flows relating to operating activities
Net cash provided by operating activities was approximately$64 million for the nine months endedSeptember 30, 2022 , driven primarily by net income of$62 million plus adjustments for non-cash and other items of$2 million . The non-cash and other adjustments consisted of increases of$18 million related to equity-based compensation,$12 million of depreciation and amortization,$28 million related to changes in accounts payable and accrued expenses,$6 million related to provision for loss on receivables, and$5 million in changes in receivables held-for-sale. These were partially offset by decreases of$26 million related to equity method investments,$25 million related to gains on securitizations,$10 million related to portfolio accrued interest, and$6 million related to other items. Net cash provided by operating activities was approximately$22 million for the nine months endedSeptember 30, 2021 , driven primarily by net income of$65 million offset by adjustments for non-cash and other items of$43 million . The non-cash and other adjustments consisted of decreases of$46 million related to equity method investments,$38 million related to gains - 46 - -------------------------------------------------------------------------------- on securitizations,$10 million related to portfolio accrued interest, and$3 million related to other items. These decreases were partially offset by a loss on debt extinguishment of$15 million and by increases of$14 million related to equity-based compensation,$11 million of depreciation and amortization,$11 million related to changes in accounts payable and accrued expenses, and$3 million related to provision for loss on receivables.
Cash flows relating to investing activities
Net cash used in investing activities was approximately$254 million for the nine months endedSeptember 30, 2022 . We made$340 million of investments in receivables and fixed rate debt-securities, made$144 million of equity method investments and purchased$5 million of real estate. We collected$107 million of principal payments from receivables and fixed rate debt-securities,$101 million from equity method investments in excess of income recognized to date under GAAP, and$12 million from the sale of receivables and investments, and withdrew$15 million from escrow accounts. Net cash used in investing activities was approximately$388 million for the nine months endedSeptember 30, 2021 . We made$412 million of investments in receivables and fixed rate debt-securities, made$156 million of equity method investments, and funded escrow accounts for$12 million . We collected$91 million from the sales of financial assets,$88 million of principal payments from receivables and fixed rate debt-securities,$11 million from equity method investments in excess of income recognized to date under GAAP and received$2 million from escrow accounts and other items.
Cash flows relating to financing activities
Net cash provided by financing activities was approximately$237 million for the nine months endedSeptember 30, 2022 . We received$200 million from the issuance of Convertible Notes,$100 million from our credit facilities,$127 million of net proceeds from issuances of common stock and$50 million of net proceeds from the issuance of green commercial paper notes, which were offset by$100 million of payments on credit facilities,$22 million of principal prepayments on non-recourse debt,$8 million for financing costs,$3 million for withholding requirements resulting from the vesting of employee shares and payments of$107 million of dividends, distributions and other items. Net cash provided by financing activities was approximately$495 million for the nine months endedSeptember 30, 2021 . We received$1 billion from the issuance of senior unsecured notes,$152 million of net proceeds from issuances of common stock, and$25 million of borrowings from credit facilities, which were offset by$500 million related to the redemption of senior unsecured notes,$30 million of principal prepayments on non-recourse debt,$23 million of principal payments on credit facilities,$18 million for debt issuance costs,$14 million for the payment of redemption premium on retirement of the senior unsecured notes,$14 million for withholding requirements resulting from the vesting of employee shares and paid$83 million of dividends, distributions and other items.
Off-Balance Sheet Arrangements
We have relationships with non-consolidated entities or financial partnerships, such as entities often referred to as structured investment vehicles, or special purpose or variable interest entities, established to facilitate the sale of securitized assets. Other than our securitization assets (including any outstanding servicer advances) of approximately$181 million as ofSeptember 30, 2022 , that may be at risk in the event of defaults or prepayments in our securitization trusts and as discussed below, and except as disclosed in Note 9 to our financial statements in this Form 10-Q, we have not guaranteed any obligations of non-consolidated entities or entered into any commitment or intent to provide additional funding to any such entities. A more detailed description of our relations with non-consolidated entities can be found in Note 2 to our financial statements in this Form 10-Q. In connection with some of our transactions, we have provided certain limited guarantees to other transaction participants covering the accuracy of certain limited representations, warranties or covenants and provided an indemnity against certain losses from "bad acts" including fraud, failure to disclose a material fact, theft, misappropriation, voluntary bankruptcy or unauthorized transfers. In some transactions, we have also guaranteed our compliance with certain tax matters, such as negatively impacting the investment tax credit and certain other obligations in the event of a change in ownership or our exercising certain protective rights. - 47 - --------------------------------------------------------------------------------
Dividends
U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pays tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income. Our current policy is to pay quarterly distributions, which on an annual basis will equal or exceed substantially all of our REIT taxable income. The taxable income of the REIT can vary from our GAAP earnings due to a number of different factors, including the book to tax timing differences of income and expense recognition from our transactions as well as the amount of taxable income of our TRS distributed to the REIT. See Note 10 to our financial statements in our Form 10-K regarding the amount of our distributions that are treated as ordinary taxable income to our stockholders. Any distributions we make will be at the discretion of our board of directors and will depend upon, among other things, our actual results of operations. These results and our ability to pay distributions will be affected by various factors, including the net interest and other income from our assets, our operating expenses and any other expenditures. In the event that our board of directors determines to make distributions in excess of the income or cash flow generated from our assets, we may make such distributions from the proceeds of future offerings of equity or debt securities or other forms of debt financing or the sale of assets. To the extent, that in respect of any calendar year, cash available for distribution is less than our taxable income, or our declared distribution we could be required to sell assets, borrow funds or raise additional capital to make cash distributions or make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities. We will generally not be required to make distributions with respect to activities conducted through our domestic TRS. To the extent that we generate taxable income, distributions to our stockholders generally will be taxable as ordinary income, although all or a portion of such distributions may be designated by us as a qualified dividend or capital gain. Beginning in 2018 (and through taxable years ending in 2025), a deduction is permitted for certain pass-through business income, including "qualified REIT dividends" (generally, dividends received by a REIT shareholder that are not designated as capital gain dividends or qualified dividend income), which will allowU.S. individuals, trusts and estates to deduct up to 20% of such amounts, subject to certain limitations, resulting in an effective maximumU.S. federal income tax rate of 29.6% on such qualified REIT dividends. In the event we make distributions to our stockholders in excess of our taxable income, the excess will constitute a return of capital. In addition, a portion of such distributions may be taxable stock dividends payable in our shares. We will furnish annually to each of our stockholders a statement setting forth distributions paid during the preceding year and their characterization as ordinary income, return of capital, qualified dividend income or capital gain.
The dividends declared in 2021 and 2022 are described in Note 11 to our financial statements in this Form 10-Q.
Book Value Considerations
As ofSeptember 30, 2022 , we carried only our investments and residual assets in securitized financial assets at fair value on our balance sheet. As a result, in reviewing our book value, there are a number of important factors and limitations to consider. Other than our investments and the residual assets in securitized financial assets that are carried on our balance sheet at fair value as ofSeptember 30, 2022 , the carrying value of our remaining assets and liabilities are calculated as of a particular point in time, which is largely determined at the time such assets and liabilities were added to our balance sheet using a cost basis in accordance with GAAP, adjusted for income or loss recognized on such assets. Other than the allowance for current expected credit losses applied to our commercial and governmental receivables, our remaining assets and liabilities do not incorporate other factors that may have a significant impact on their value, most notably any impact of business activities, changes in estimates, or changes in general economic conditions, interest rates or commodity prices since the dates the assets or liabilities were initially recorded. Accordingly, our book value does not necessarily represent an estimate of our net realizable value, liquidation value or our fair market value.
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