Form: 8-K/A

Current report filing

March 17, 2021

Exhibit No. 99.3
HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma consolidated balance sheet as of September 30, 2020, is presented to reflect the adjustments to our historical consolidated balance sheet as of September 30, 2020, as if the acquisitions of the preferred equity interests described in this Form 8-K/A were completed on September 30, 2020. The unaudited pro forma combined consolidated statements of operations for the nine months ended September 30, 2020 and the year ended December 31, 2019, are presented to reflect adjustments to our historical statements of operations, as if the acquisitions of the preferred equity interests were completed on January 1, 2019. Further explanation and details concerning the pro forma adjustments are included in the notes accompanying the unaudited pro forma consolidated financial statements.


Exhibit No. 99.3


HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2020
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)

Pro forma Preferred Equity Portfolio Acquisitions Adjustment for Utility Scale Equity Acquired before September 30, 2020 Pro forma
September 30, 2020 Utility Scale Distributed Generation September 30, 2020 Notes
Assets (unaudited) (unaudited)
Cash and cash equivalents $ 881,487  $ (540,000) $ (93,000) $ 152,369  $ 400,856  A
Equity method investments 718,793  540,000  93,000  (152,369) 1,199,424  B
Government receivables 250,914  250,914 
Commercial receivables, net of allowance of $31 million 848,520  848,520 
Real estate 359,948  359,948 
Investments 51,638  51,638 
Securitization assets 146,549  146,549 
Other assets 86,649  86,649 
Total Assets $ 3,344,498  $   $   $   $ 3,344,498 
Liabilities and Stockholders’ Equity
Liabilities:
Accounts payable, accrued expenses and other $ 56,843  $ 56,843 
Credit facilities 22,565  22,565 
Non-recourse debt (secured by assets of $724 million) 599,958  599,958 
Senior unsecured notes 1,278,844  1,278,844 
Convertible notes 288,551  288,551 
Total Liabilities 2,246,761  —  —  —  2,246,761 
Stockholders’ Equity:
Preferred stock, par value $0.01 per share, 50,000,000 shares authorized, no shares issued and outstanding —  — 
Common stock, par value $0.01 per share, 450,000,000 shares authorized, 74,252,973 shares issued and outstanding 743  743 
Additional paid in capital 1,282,744  1,282,744 
Accumulated deficit (202,914) (202,914)
Accumulated other comprehensive income (loss) 11,474  11,474 
Non-controlling interest 5,690  5,690 
Total Stockholders’ Equity 1,097,737  —  —  —  1,097,737 
Total Liabilities and Stockholders’ Equity $ 3,344,498  $   $   $   $ 3,344,498 

See accompanying notes.


Exhibit No. 99.3



HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)

  For the nine months ended September 30, 2020 Pro forma Preferred Equity Portfolio Acquisitions Adjustment for Utility Scale Equity Acquired before September 30, 2020 Pro forma
  Utility Scale Distributed Generation For the nine months ended September 30, 2020 Notes
Revenue (unaudited) (unaudited)
Interest income $ 71,046  $ 71,046 
Rental income 19,408  19,408 
Gain on sale of receivables and investments 34,449  34,449 
Fee income 13,115  13,115 
Total revenue 138,018        138,018 
Expenses
Interest expense 65,884  17,874  83,758  C
Provision for loss on receivables 5,629  5,629 
Compensation and benefits 27,223  27,223 
General and administrative 11,181  11,181 
Total expenses 109,917  17,874      127,791 
Income before equity method investments 28,101  (17,874)     10,227 
Income (loss) from equity method investments 32,505  (24,879) —  7,626  D
Income (loss) before income taxes 60,606  (42,753)     17,853 
Income tax benefit (expense) (2,860) 8,978  —  6,118  E
Net income (loss) 57,746  (33,775)     23,971 
Net income (loss) attributable to non-controlling interest holders 255  (149) —  106  F
Net income (loss) attributable to controlling stockholders $ 57,491  $ (33,626) $   $   $ 23,865 
Basic earnings (loss) per common share $ 0.80  $ (0.47) $ —  $ —  $ 0.33  G
Diluted earnings (loss) per common share $ 0.78  $ (0.46) $ —  $ —  $ 0.32  G
Weighted average common shares outstanding—basic 71,376,004  71,376,004 
Weighted average common shares outstanding—diluted 72,644,626  72,644,626 


See accompanying notes.




Exhibit No. 99.3

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2019
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)

  For the year ended
December 31, 2019
Pro forma Preferred Equity Portfolio Acquisitions Pro forma
  Utility Scale Distributed Generation Financing of Acquisitions For the year ended
December 31, 2019
Notes
Revenue (unaudited)
Interest income $ 76,200  $ 76,200 
Rental income 25,884  25,884 
Gain on sale of receivables and investments 24,423  24,423 
Fee income 15,074  15,074 
Total revenue 141,581        141,581 
Expenses
Interest expense 64,241  39,930  104,171  H
Provision for loss on receivables 8,027  8,027 
Compensation and benefits 28,777  28,777 
General and administrative 14,693  14,693 
Total expenses 115,738      39,930  155,668 
Income before equity method investments 25,843      (39,930) (14,087)
Income (loss) from equity method investments 64,174  20,685  84,859  D
Income (loss) before income taxes 90,017  20,685    (39,930) 70,772 
Income tax benefit (expense) (8,097) (4,344) 8,385  (4,056) E
Net income (loss) 81,920  16,341    (31,545) 66,716 
Net income (loss) attributable to non-controlling interest holders 356  71  (137) 290  I
Net income (loss) attributable to controlling stockholders $ 81,564  $ 16,270  $   $ (31,408) $ 66,426 
Basic earnings (loss) per common share $ 1.25  $ 0.25  $ —  $ (0.49) $ 1.01  G
Diluted earnings (loss) per common share $ 1.24  $ 0.25  $ —  $ (0.48) $ 1.01  G
Weighted average common shares outstanding—basic 63,916,440  63,916,440 
Weighted average common shares outstanding—diluted 64,771,491  64,771,491 


See accompanying notes.


Exhibit No. 99.3
HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A.Utilized funds available from operations and prior Senior unsecured notes issued to finance these acquisitions and other investments. Adjusted for $152 million of preferred equity acquisitions made prior to September 30, 2020.
B.Pro forma total acquisitions of preferred equity interest in the Utility Scale and Distributed Generation Portfolios. Adjusted for $152 million of preferred equity acquisitions made prior to September 30, 2020.
C.The financing of the Utility Scale and Distributed Generation preferred equity investments were financed in part through the issuance of the Senior unsecured notes. These notes were also used to partially finance other investments made by the Company. Pro forma interest expense was computed for the nine months ended September 30, 2020, as if the Senior unsecured notes were outstanding for the entire nine months ended September 30, 2020.
Principal Effective rates Pro forma Interest
($ in thousands) ($ in thousands)
2025 Notes $ 400,000  6.28  % $ 18,840 
2030 Notes 375,000  3.95  % 11,107 
Total Borrowings $ 775,000  5.15  % 29,947 
Less actual interest expense for these notes during 2020 (12,073)
Incremental pro forma interest expense adjustment $ 17,874 

D.The Company's pro forma share of preferred equity earnings. The loss from the investments in 2020 and income in 2019 were due primarily to net unrealized losses and gains, respectively, from the mark-to-market of the project company customer power purchase agreements.
E.Income tax (expense) benefit accrual at federal statutory rate of 21%.
F.Non-controlling interest is approximately 0.44% of the Company’s earnings during the applicable period.
G.Represents the pro forma net income (loss) for controlling stockholders divided by the applicable basic or diluted weighted average common shares outstanding for the period.
H.Pro forma interest expense for the full year 2019 as if the Senior unsecured notes issuances used to partially finance these acquisitions among others occurred on January 1, 2019.
Principal Effective rates Pro forma Interest
($ in thousands) ($ in thousands)
2025 Senior Unsecured Notes $ 400,000  6.28  % $ 25,120 
2030 Senior Unsecured Notes 375,000  3.95  % 14,810 
Total Borrowings $ 775,000  5.15  % $ 39,930 

I.Non-controlling interest is approximately 0.43% of the Company’s earnings during the applicable period.