HA Sustainable Infrastructure Capital, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Our Portfolio

Our Portfolio

9 Months Ended

Sep. 30, 2018

As of September 30, 2018, 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 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.

The following is an analysis of our Portfolio as of September 30, 2018:



	Investment Grade
	Government ⁽¹⁾			Commercial Investment Grade ⁽²⁾			Commercial Non-Investment Grade ⁽³⁾			Subtotal, Debt and Real Estate			Equity Method Investments		Total
	(dollars in millions)
Equity investments in renewable energy projects	$	—		$	—		$	—		$	—		$	412	$	412
Receivables ⁽⁴⁾	504			457			120			1,081			—		1,081
Receivables held-for-sale	16			—			—			16			—		16
Real estate ⁽⁵⁾	—			362			—			362			22		384
Investments	101			61			—			162			—		162
Total	$	621		$	880		$	120		$	1,621		$	434	$	2,055
% of Debt and real estate portfolio	38		%	55		%	7		%	100		%	N/A		N/A
Average remaining balance ⁽⁶⁾	$	11		$	9		$	40		$	10		$	16	$	11

(1)

Transactions where the ultimate obligor is the U.S. federal government or state or local governments where the obligors are rated investment grade (either by an independent rating agency or based upon our internal credit analysis). This amount includes $389 million of U.S. federal government transactions and $232 million of transactions where the ultimate obligors are state or local governments. Transactions may have guaranties of energy savings from third party service providers, which typically are entities rated investment grade by an independent rating agency.

(2)

Transactions where the projects or the ultimate obligors are commercial entities that have been rated investment grade (either by an independent rating agency or based on our internal credit analysis). Of this total, $9 million of the transactions have been rated investment grade by an independent rating agency. Commercial investment grade receivables include $308 million of internally rated residential solar loans made on a non-recourse basis to special purpose subsidiaries of the SunPower Corporation (“SunPower”), for which we rely on certain limited indemnities, warranties, and other obligations of SunPower or its subsidiaries.

(3)

Transactions where the projects or the ultimate obligors are commercial entities that either have ratings below investment grade (either by an independent rating agency or using our internal credit analysis) or where the nature of subordination in the asset causes it to be considered non-investment grade. This includes an approximately $110 million mezzanine loan made in the third quarter of 2018 on a non-recourse basis to special purpose subsidiaries of SunPower secured by residential solar assets and for which we rely on certain limited indemnities, warranties, and other obligations of SunPower or its other subsidiaries. See Receivables and Investments below for further information.


(4)	Total reconciles to the total of the government receivables and commercial receivables lines of the consolidated balance sheets.


(5)	Includes the real estate and the lease intangible assets (including those held through equity method investments) from which we receive scheduled lease payments, typically under long-term triple net lease agreements.


(6)	Excludes approximately 160 transactions each with outstanding balances that are less than $1 million and that in the aggregate total $60 million.

Equity Method Investments

We have made non-controlling equity investments in a number of renewable energy projects as well as in a joint venture that owns land with a long-term triple net lease agreement to several solar projects that we account for as equity method investments. As of September 30, 2018, we held the following equity method investments:



Investment Date	Investee	Carrying Value
		(in millions)
Various	Vento I, LLC	$	90
Various	Northern Frontier, LLC	86
December 2015	Buckeye Wind Energy Class B Holdings, LLC	72
October 2016	Invenergy Gunsight Mountain Holdings, LLC	37
June 2016	MM Solar Holdings, LLC	30
Various	Helix Fund I, LLC	23
Various	Other transactions	96
	Total equity method investments	$	434

An underlying solar project associated with one of our equity method investments located in the U.S. Virgin Islands was materially damaged in the 2017 hurricanes. Although there can be no assurance in this regard, we continue to believe that the project’s insurance as well as other existing assets in the project will be sufficient to recover our investment of approximately $11 million through either rebuilding the project or returning our invested capital.

As of December 31, 2017, we held a $25 million investment in a wind project that was purchased as part of a portfolio at a significant discount to the project’s book value, in part, due to the lack of a power purchase agreement and some operational issues. As disclosed in our 2017 Form 10-K, in February 2018, the sponsor indicated it would be recording a material write-down of the project within its 2017 annual financial statements due to these issues. As we account for this investment one quarter in arrears, we recognized an $8 million non-cash HLBV loss in the first quarter of 2018. There have been no additional write-downs of the project recorded by us subsequent to the first quarter of 2018.

Based on an evaluation of our equity method investments, inclusive of these projects, we determined that no OTTI had occurred as of September 30, 2018 or December 31, 2017.

Receivables and Investments

The following table provides a summary of our anticipated maturity dates of our receivables and investments and the weighted average yield for each range of maturities as of September 30, 2018:



	Total			Less than 1 year			1-5 years			5-10 years			More than 10 years
	(dollars in millions)
Receivables ⁽¹⁾
Maturities by period	$	1,081		$	1		$	18		$	64		$	998
Weighted average yield by period	5.8		%	2.4		%	5.8		%	4.6		%	5.9		%
Investments
Maturities by period	$	162		$	—		$	64		$	13		$	85
Weighted average yield by period	4.2		%	—		%	3.6		%	4.1		%	4.6		%


(1)	Excludes receivables held-for-sale of $16 million.

In the third quarter of 2018, we provided a mezzanine loan in the amount of approximately $110 million, to a special purpose subsidiary of SunPower ("SunStrong") with an interest rate of 12% and a contractual maturity of 2043. SunStrong holds managing member interests in a number of portfolios of residential solar holding companies and our loan is subordinate to senior debt and other minority tax equity investments. We are also a pre-existing lender of approximately $308 million of the senior debt in the portfolio. The cash flows from the residential solar assets, in most cases, are first applied to the minority tax equity investments and the senior debt and then to our mezzanine loan. In the event there is not sufficient cash for payment on the mezzanine loan, the interest is paid-in-kind ("PIK"). Due to the mezzanine nature of the loan we have classified this loan as a non-investment grade commercial receivable on our balance sheet. In conjunction with providing this loan, we also sold an equity method investment in solar projects for $12 million. We recognized a gain of approximately $1 million upon sale of this equity method investment.

In November 2018 we entered into several agreements related to SunStrong including a purchase and sale agreement with SunPower for the acquisition of 49% of the membership interests in SunStrong for $10 million. We also entered into an additional mezzanine loan agreement with SunStrong that has a maximum lending limit of $32 million bearing an interest rate of 11.75% that also includes a PIK feature. The contractual maturity date of this additional mezzanine loan agreement is 2043. Although there can be no assurance in this regard, we expect that there will be additional transactions in the future that may include the repayment of our $308 million of senior debt with SunPower. We have provided a limited guaranty, which is generally limited to the purchase price, in connection with our 49% equity interest covering the accuracy of certain of the representations and warranties and other obligations of 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. We have also guaranteed our compliance with certain actions under our control such as negatively impacting the investment tax credit, exercising certain protective rights or other obligations in the event of a change in ownership up to a maximum exposure of $300 million which will decrease over time.

Our non-investment grade assets also consist of two commercial receivables with a combined total carrying value of approximately $8 million as of September 30, 2018 that became past due in the second quarter of 2017. These receivables, which we acquired as part of our acquisition of American Wind Capital Company, LLC in 2014, are assignments of land lease payments from two wind projects (the “Projects”). We have been informed by the owner of the Projects that the Projects are experiencing a decline in revenue. The owner of the Projects is seeking to terminate the lease. In July 2017, we filed a legal claim against the owners of the Projects in order to protect our interests in these Projects and the amounts due to us under the land lease assignments. In January 2018, we received a $1.6 million payment from the Projects and we continue to pursue our legal claims. Although there can be no assurance in this regard, we believe that we have the ability to recover the carrying value from the Projects based on projected cash flows, and thus have not recorded an allowance for losses as of September 30, 2018. We have determined that the assets are impaired and placed them on non-accrual status.

Other than discussed above, we had no receivables or investments that were impaired or on non-accrual status as of September 30, 2018 or December 31, 2017. There was no provision for credit losses or troubled debt restructurings as of September 30, 2018 or December 31, 2017.

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 September 30, 2018 and December 31, 2017, were as follows:



	September 30, 2018			December 31, 2017
	(in millions)
Real estate
Land	$	266		$	247
Lease intangibles	103			99
Accumulated amortization of lease intangibles	(7		)	(5		)
Real estate	$	362		$	341

In the first quarter of 2017, we purchased a portfolio of over 4,000 acres of land and related long-term triple net leases to over 20 individual solar projects with investment grade off-takers at a cost of approximately $145 million. Approximately $21 million (1,100 acres) of this real estate portfolio was acquired through an equity method investment in a joint venture that we account for under the equity method of accounting and approximately $56 million of our purchase price was allocated to intangible lease assets on a relative fair value basis. This transaction was accounted for as an asset acquisition.

As of September 30, 2018, 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 October 1, 2018 to December 31, 2018	$	1	$	5
2019	3		21
2020	3		21
2021	3		22
2022	3		22
2023	3		23
Thereafter	80		778
Total	$	96	$	892

Deferred Funding Obligations

In accordance with the terms of purchase agreements relating to certain equity method investments, receivables and investments, payments of the purchase price are scheduled to be made over time and as a result, we have recorded deferred funding obligations of $83 million and $153 million as of September 30, 2018 and December 31, 2017, respectively. We have secured financing for, or placed in escrow, approximately $70 million and $90 million of the deferred funding obligations as of September 30, 2018 and December 31, 2017, respectively. As of December 31, 2017, we had pledged approximately $29 million of our equity method investments as collateral for a deferred funding obligation of $20 million, which was fully funded in the second quarter of 2018.

The outstanding deferred funding obligations to be paid are as follows:



	Deferred Funding Obligations
	(in millions)
From October 1, 2018 to December 31, 2018	$	27
2019	35
2020	16
2021	5
Total	$	83