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.
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.
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.
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.
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.