Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 12, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-35877 | ||
Entity Registrant Name | HANNON ARMSTRONG SUSTAINABLEINFRASTRUCTURE CAPITAL, INC. | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Tax Identification Number | 46-1347456 | ||
Entity Address, Address Line One | One Park Place | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Annapolis | ||
Entity Address, State or Province | MD | ||
Entity Address, Postal Zip Code | 21401 | ||
City Area Code | 410 | ||
Local Phone Number | 571-9860 | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | ||
Trading Symbol | HASI | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2.6 | ||
Entity Common Stock, Shares Outstanding | 112,431,024 | ||
Documents Incorporated by Reference | Portions of the registrant’s proxy statement for the 2024 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001561894 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Tysons, Virginia |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 62,632 | $ 155,714 |
Equity method investments | 2,966,305 | 1,869,712 |
Receivables held-for-sale | 35,299 | 85,254 |
Real estate | 111,036 | 353,000 |
Investments | 7,165 | 10,200 |
Securitization assets, net of allowance of $3 million and $0 million, respectively | 218,946 | 177,032 |
Other assets | 77,112 | 119,242 |
Total assets | 6,552,350 | 4,760,148 |
Liabilities: | ||
Accounts payable, accrued expenses and other | 163,305 | 120,114 |
Credit facilities | 400,861 | 50,698 |
Commercial paper notes | 30,196 | 192 |
Term loans payable | 727,458 | 379,742 |
Senior unsecured notes | 2,318,841 | 1,767,647 |
Convertible notes | 609,608 | 344,253 |
Total Liabilities | 4,410,725 | 3,095,402 |
Stockholders’ Equity: | ||
Preferred stock, par value $0.01 per share, 50,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, par value $0.01 per share, 450,000,000 shares authorized, 112,174,279 and 90,837,008 shares issued and outstanding, respectively | 1,122 | 908 |
Additional paid-in capital | 2,381,510 | 1,924,200 |
Accumulated deficit | (303,536) | (285,474) |
Accumulated other comprehensive income (loss) | 13,165 | (10,397) |
Non-controlling interest | 49,364 | 35,509 |
Total Stockholders’ Equity | 2,141,625 | 1,664,746 |
Total Liabilities and Stockholders’ Equity | 6,552,350 | 4,760,148 |
Non-recourse | ||
Liabilities: | ||
Non-recourse debt (secured by assets of $239 million and $632 million, respectively) | 160,456 | 432,756 |
Commercial receivables | ||
Assets | ||
Receivables | 2,983,170 | 1,887,483 |
Government receivables | ||
Assets | ||
Receivables | $ 90,685 | $ 102,511 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Allowance for loss on receivables | $ 50,000 | $ 41,000 |
Securitization assets allowance | 3,000 | 0 |
Assets | $ 6,552,350 | $ 4,760,148 |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 450,000,000 | 450,000,000 |
Common stock, shares issued (in shares) | 112,174,279 | 90,837,008 |
Common stock, shares outstanding (in shares) | 112,174,279 | 90,837,008 |
Pledged | Non-recourse | ||
Assets | $ 239,000 | $ 632,000 |
Commercial receivables | ||
Allowance for loss on receivables | $ 50,000 | $ 41,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||
Interest income | $ 207,794 | $ 134,656 | $ 106,889 |
Rental income | 21,251 | 26,245 | 25,905 |
Gain on sale of assets | 68,637 | 57,187 | 68,333 |
Securitization asset income | 19,259 | 17,905 | 9,692 |
Other income | 2,930 | 3,744 | 2,347 |
Total revenue | 319,871 | 239,737 | 213,166 |
Expenses | |||
Interest expense | 171,008 | 115,559 | 121,705 |
Provision for loss on receivables | 11,832 | 12,798 | 496 |
Compensation and benefits | 64,344 | 63,445 | 52,975 |
General and administrative | 31,283 | 29,934 | 19,907 |
Total expenses | 278,467 | 221,736 | 195,083 |
Income before equity method investments | 41,404 | 18,001 | 18,083 |
Income (loss) from equity method investments | 140,974 | 31,291 | 126,421 |
Income (loss) before income taxes | 182,378 | 49,292 | 144,504 |
Income tax benefit (expense) | (31,621) | (7,381) | (17,158) |
Net income (loss) | 150,757 | 41,911 | 127,346 |
Net income (loss) attributable to non-controlling interest holders | 1,921 | 409 | 767 |
Net income (loss) attributable to controlling stockholders | $ 148,836 | $ 41,502 | $ 126,579 |
Basic earnings (loss) per common share (in usd per share) | $ 1.45 | $ 0.47 | $ 1.57 |
Diluted earnings per common share (in usd per share) | $ 1.42 | $ 0.47 | $ 1.51 |
Weighted average common shares outstanding—basic (in shares) | 101,844,551 | 87,500,799 | 79,992,922 |
Weighted average common shares outstanding—diluted (in shares) | 109,467,554 | 90,609,329 | 87,671,641 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 150,757 | $ 41,911 | $ 127,346 |
Unrealized gain (loss) on available-for-sale securities, net of tax (provision) benefit of $1.8 million, $2.2 million and $0.4 million in 2023, 2022, and 2021 respectively | 12,761 | (63,935) | (5,434) |
Unrealized gain (loss) on interest rate swaps, net of tax (provision) benefit of $(3.3) million, $(13.2) million, and $(0.8) million in 2023, 2022, and 2021 respectively | 10,764 | 43,401 | 2,687 |
Comprehensive income (loss) | 174,282 | 21,377 | 124,599 |
Less: Comprehensive income (loss) attributable to non-controlling interest holders | 1,884 | 176 | 751 |
Comprehensive income (loss) attributable to controlling stockholders | $ 172,398 | $ 21,201 | $ 123,848 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized gain (loss) on available-for-sale securities, (provision) benefit | $ 1.8 | $ 2.2 | $ 0.4 |
Unrealized gain (loss) on interest rate swaps tax (provision) benefit | $ (3.3) | $ (13.2) | $ (0.8) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest |
Beginning Balance (in shares) at Dec. 31, 2020 | 76,457,000 | |||||
Beginning Balance at Dec. 31, 2020 | $ 1,210,149 | $ 765 | $ 1,394,009 | $ (204,112) | $ 12,634 | $ 6,853 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 127,346 | 126,579 | 767 | |||
Unrealized gain (loss) on available-for-sale securities | (5,434) | (5,401) | (33) | |||
Unrealized gain (loss) on interest rate swaps | 2,687 | 2,671 | 16 | |||
Issued shares of common stock (in shares) | 3,326,000 | |||||
Issued shares of common stock | 200,841 | $ 33 | 200,808 | |||
Equity-based compensation | 21,510 | 6,039 | 15,471 | |||
Issuance (repurchase) of vested equity-based compensation shares (in shares) | 324,000 | |||||
Issuance (repurchase) of vested equity-based compensation shares | (14,017) | $ 3 | (14,020) | |||
Other (in shares) | 5,220,000 | |||||
Other | 140,883 | $ 52 | 140,831 | |||
Dividends and distributions | (117,450) | (116,173) | (1,277) | |||
Ending Balance (in shares) at Dec. 31, 2021 | 85,327,000 | |||||
Ending Balance at Dec. 31, 2021 | 1,566,515 | $ 853 | 1,727,667 | (193,706) | 9,904 | 21,797 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 41,911 | 41,502 | 409 | |||
Unrealized gain (loss) on available-for-sale securities | (63,935) | (63,211) | (724) | |||
Unrealized gain (loss) on interest rate swaps | 43,401 | 42,910 | 491 | |||
Issued shares of common stock (in shares) | 5,121,000 | |||||
Issued shares of common stock | 188,882 | $ 51 | 188,831 | |||
Equity-based compensation | 20,101 | 3,159 | 16,942 | |||
Issuance (repurchase) of vested equity-based compensation shares (in shares) | 103,000 | |||||
Issuance (repurchase) of vested equity-based compensation shares | (3,212) | $ 1 | (3,213) | |||
Other (in shares) | 286,000 | |||||
Other | 7,674 | $ 3 | 7,756 | (85) | ||
Dividends and distributions | $ (136,591) | (133,270) | (3,321) | |||
Ending Balance (in shares) at Dec. 31, 2022 | 90,837,008 | 90,837,000 | ||||
Ending Balance at Dec. 31, 2022 | $ 1,664,746 | $ 908 | 1,924,200 | (285,474) | (10,397) | 35,509 |
Beginning Balance (in shares) at Dec. 31, 2022 | 90,837,008 | 90,837,000 | ||||
Beginning Balance at Dec. 31, 2022 | $ 1,664,746 | $ 908 | 1,924,200 | (285,474) | (10,397) | 35,509 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 150,757 | 148,836 | 1,921 | |||
Unrealized gain (loss) on available-for-sale securities | 12,761 | 12,935 | (174) | |||
Unrealized gain (loss) on interest rate swaps | 10,764 | 10,627 | 137 | |||
Issued shares of common stock (in shares) | 21,267,000 | |||||
Issued shares of common stock | 493,757 | $ 213 | 493,544 | |||
Equity-based compensation | 18,385 | 3,089 | 15,296 | |||
Issuance (repurchase) of vested equity-based compensation shares (in shares) | 69,000 | |||||
Issuance (repurchase) of vested equity-based compensation shares | (1,489) | $ 1 | (1,490) | |||
Conversion of convertible notes | 2 | 2 | ||||
Purchase of capped calls | (37,835) | (37,835) | ||||
Dividends and distributions | $ (170,223) | (166,898) | (3,325) | |||
Ending Balance (in shares) at Dec. 31, 2023 | 112,174,279 | 112,173,000 | ||||
Ending Balance at Dec. 31, 2023 | $ 2,141,625 | $ 1,122 | 2,381,510 | (303,536) | 13,165 | 49,364 |
Ending Balance (in shares) at Dec. 31, 2023 | 112,174,279 | 112,173,000 | ||||
Ending Balance at Dec. 31, 2023 | $ 2,141,625 | $ 1,122 | $ 2,381,510 | $ (303,536) | $ 13,165 | $ 49,364 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net income (loss) | $ 150,757 | $ 41,911 | $ 127,346 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Provision for loss on receivables | 11,832 | 12,798 | 496 |
Depreciation and amortization | 3,127 | 3,993 | 3,801 |
Amortization of financing costs | 12,958 | 11,685 | 11,316 |
Equity-based compensation | 18,386 | 20,101 | 17,047 |
Equity method investments | (108,025) | 16,403 | (94,773) |
Non-cash gain on securitization | (43,542) | (28,614) | (48,332) |
(Gain) loss on sale of assets | 1,305 | (218) | (720) |
Changes in receivables held-for-sale | 51,538 | (62,953) | (22,035) |
Loss on debt extinguishment | 0 | 0 | 14,584 |
Changes in accounts payable and accrued expenses | 48,485 | 18,176 | 11,313 |
Change in accrued interest on receivables and investments | (44,105) | (15,414) | (859) |
Other | (3,027) | (17,638) | (5,875) |
Net cash provided by operating activities | 99,689 | 230 | 13,309 |
Cash flows from investing activities | |||
Equity method investments | (869,412) | (127,867) | (401,856) |
Equity method investment distributions received | 30,140 | 110,064 | 21,777 |
Proceeds from sales of equity method investments | 0 | 1,700 | 300 |
Purchases of and investments in receivables | (1,338,860) | (726,931) | (553,366) |
Principal collections from receivables | 197,784 | 125,976 | 148,769 |
Proceeds from sales of receivables | 7,634 | 5,047 | 75,582 |
Purchases of real estate | 0 | (4,550) | 0 |
Sales of real estate | 0 | 4,550 | 0 |
Purchases of investments | (14,404) | (2,329) | (4,830) |
Proceeds from sales of investments and securitization assets | 0 | 7,020 | 15,197 |
Collateral provided to hedge counterparties | (93,550) | 0 | 0 |
Collateral received from hedge counterparties | 84,950 | 0 | 0 |
Funding of escrow accounts | 0 | (5,476) | (12,069) |
Withdrawal from escrow accounts | 0 | 22,757 | 1,756 |
Other | 2,915 | (2,071) | 5,338 |
Net cash provided by (used in) investing activities | (1,992,803) | (592,110) | (703,402) |
Cash flows from financing activities | |||
Proceeds from credit facilities | 1,177,000 | 100,000 | 100,000 |
Principal payments on credit facilities | (827,000) | (150,000) | (22,441) |
Proceeds from issuance of commercial paper notes | 30,000 | 0 | 50,000 |
Principal payments on commercial paper notes | 0 | (50,000) | 0 |
Proceeds from issuance of term loan | 365,000 | 383,000 | 0 |
Principal payments on term loan | (16,478) | 0 | 0 |
Proceeds from issuance of senior unsecured notes | 550,000 | 0 | 1,000,000 |
Redemption of senior unsecured notes | 0 | 0 | (500,000) |
Proceeds from issuance of convertible notes | 402,500 | 200,000 | 0 |
Principal payments on convertible notes | (143,748) | (461) | 0 |
Purchase of capped calls related to the issuance of convertible notes | (37,835) | 0 | 0 |
Net proceeds of common stock issuances | 492,377 | 188,881 | 200,641 |
Payments of dividends and distributions | (159,786) | (132,198) | (113,510) |
Withholdings on employee share vesting | (1,488) | (3,211) | (14,018) |
Redemption premium paid | 0 | 0 | (14,101) |
Payment of debt issuance costs | (22,894) | (11,754) | (17,750) |
Collateral provided to hedge counterparties | (166,600) | 0 | 0 |
Collateral received from hedge counterparties | 176,050 | 0 | 0 |
Other | (3,268) | (9,820) | (12) |
Net cash provided by (used in) financing activities | 1,792,224 | 516,779 | 630,835 |
Increase (decrease) in cash, cash equivalents, and restricted cash | (100,890) | (75,101) | (59,258) |
Cash, cash equivalents, and restricted cash at beginning of period | 175,972 | 251,073 | 310,331 |
Cash, cash equivalents, and restricted cash at end of period | 75,082 | 175,972 | 251,073 |
Interest paid | 138,418 | 98,704 | 108,267 |
Supplemental disclosure of non-cash activity | |||
Residual assets retained from securitization transactions | 35,483 | 28,614 | 56,432 |
Equity method investments received upon deconsolidation of a special purpose entity | 144,603 | 0 | 0 |
Right-of-use asset obtained in exchange for lease liability | 0 | 0 | 4,628 |
Issuance of common stock from conversion of convertible notes | 0 | 7,674 | 141,810 |
Deconsolidation of non-recourse debt and other liabilities | 257,746 | 0 | 126,139 |
Deconsolidation of assets pledged for non-recourse debt | 374,608 | 0 | 130,513 |
Non-recourse | |||
Cash flows from financing activities | |||
Proceeds from issuance of non-recourse debt | 0 | 32,923 | 0 |
Principal payments on non-recourse debt | $ 21,606 | $ 30,581 | $ 37,974 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company”) actively partners with clients to deploy real assets that facilitate the energy transition. Our investments take various forms, including equity, joint ventures, real estate ownership, lending and other financing transactions. We generate net investment income from our portfolio, and fees through gain-on sale securitization transactions, asset management and servicing, broker/dealer and other services. We also generate recurring income through our residual ownership in securitization and syndication structures. The Company and its subsidiaries are hereafter referred to as “we,” “us” or “our.” We refer to the income producing assets that we hold on our balance sheet as our “Portfolio.” Our Portfolio includes: • equity investments in either preferred or common structures in unconsolidated entities; • commercial and government receivables; • real estate; and • investments in debt securities. We finance our business through cash on hand, non-recourse debt, recourse debt, convertible securities, or equity issuances and may also decide to finance such transactions through the use of off-balance sheet securitization structures. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “HASI.” We intend to continue to operate our business in a manner that will maintain our exemption from registration as an investment company under the Investment Company Act of 1940 (the “1940 Act”), as amended. We operate our business through, and serve as the sole general partner of, our operating partnership subsidiary, Hannon Armstrong Sustainable Infrastructure, L.P., (the “Operating Partnership”), which was formed to acquire and directly or indirectly own our assets. Transition to Taxable C Corporation As a result of expanding opportunities in non-qualifying assets, effective January 1, 2024, we have elected to revoke our real estate investment trust (“REIT”) election, and will be taxed as a C Corporation beginning in tax year 2024. Commencing with the taxable year ended December 31, 2024, all of the Company’s taxable income is subject to U.S. federal and state income tax at the applicable corporate tax rate. Dividends paid to stockholders are no longer tax deductible to us. The Company is also no longer subject to the REIT requirement for distributions to stockholders when the Company has taxable income. The Company anticipates that operating as a taxable C Corporation will provide the Company with flexibility to execute various strategic initiatives without the constraints of complying with REIT requirements, including investing in power generating, transportation, and alternative fuel assets which are not REIT qualifying assets. The Company’s transition to a taxable C Corporation is not expected to result in significant incremental current income tax expense in the near term due to the availability of net operating loss (“NOL”) carryforwards and tax credits typically offered by the assets in which we often invest. See Note 10 for additional information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and such differences could be material. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations and cash flows have been included. Certain amounts in the prior years have been reclassified to conform to the current year presentation. The consolidated financial statements include our accounts and controlled subsidiaries, including the Operating Partnership. All material intercompany transactions and balances have been eliminated in consolidation. Following the guidance for non-controlling interests in Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”), references in this report to our earnings per share and our net income and stockholders’ equity attributable to common stockholders do not include amounts attributable to non-controlling interests. Consolidation We account for our investments in entities that are considered voting interest entities or variable interest entities (“VIEs”) under ASC 810 and assess on an ongoing basis whether we should consolidate these entities. We have established various special purpose entities or securitization trusts for the purpose of securitizing certain assets that are not consolidated in our financial statements as described below in Securitization of Financial Assets. Since we have assessed that we have power over and receive the benefits from those special purpose entities that are formed for the purpose of holding our assets on our balance sheet, we have concluded we are the primary beneficiary and should consolidate these entities under the provisions of ASC 810. We also have certain subsidiaries we deem to be voting interest entities that we control through our ownership of voting interests and accordingly consolidate. Certain of our equity method investments were determined to be interests in VIEs in which we are not the primary beneficiary, as we do not direct the significant activities of these entities, and thus we account for those investments as Equity Method Investments as discussed below. Our maximum exposure to loss through these investments is typically limited to their recorded values. However, we may provide financial commitments to these VIEs or guarantee certain of their obligations. Certain other entities in which we have equity investments have been assessed to be voting interest entities and as we exert significant influence rather than control through our ownership of voting interests, we do not consolidate them and thus account for them as equity method investments described below. Equity Method Investments We have made equity investments, typically in structures where we have a preferred return position. These investments are typically owned in holding companies (using limited liability companies (“LLCs”) taxed as partnerships) where we partner with either the operator of the project or other institutional investors. We share in the cash flows, income, and tax attributes according to a negotiated schedule which typically does not correspond with our ownership percentages. Investors, if any, in a preferred return position typically receive a priority distribution of all or a portion of the project’s cash flows, and in some cases, tax attributes. Once the preferred return, if applicable, is achieved, the partnership “flips” and common equity investors, often the operator of the project, receive a larger portion of the cash flows, with the previously preferred investors retaining an on-going residual interest. Our equity investments in climate solutions projects are accounted for under the equity method of accounting. Under the equity method of accounting, the carrying value of these equity method investments is determined based on amounts we invested, adjusted for the equity in earnings or losses of the investee allocated based on the LLC agreement, less distributions received. For the LLC agreements that contain preferences with regard to cash flows from operations, capital events and liquidation, we reflect our share of profits and losses by determining the difference between our claim on the investee’s reported book value at the beginning and the end of the period, which is adjusted for distributions received and contributions made. This claim is calculated as the amount we would receive if the investee were to liquidate all of its assets at the recorded amounts determined in accordance with GAAP and distribute the resulting cash to creditors and investors in accordance with their respective priorities. This method is referred to as the hypothetical liquidation at book value method (“HLBV”). Our exposure to loss in these investments is limited to the amount of our equity investment, as well as receivables from or guarantees made to the same investee. Any difference between the amount of our investment and the amount of underlying equity in net assets at the time of our investment is generally amortized over the life of the assets and liabilities to which the difference relates. Cash distributions received from each equity method investment are classified as operating activities to the extent of cumulative earnings for each investment in our consolidated statements of cash flows. Our initial investment and additional cash distributions beyond the amounts that are classified as operating activities are classified as investing activities in our consolidated statements of cash flows. We typically recognize earnings one quarter in arrears for certain of these investments to allow for the receipt of financial information. We evaluate on a quarterly basis whether the current carrying value of our investments accounted for using the equity method have an other than temporary impairment (“OTTI”). An OTTI occurs when the estimated fair value of an investment is below the carrying value and the difference is determined to not be recoverable in the near term. First, we consider both qualitative and quantitative evidence in determining whether there is an indicator of a loss in investment value below carrying value. After considering the weight of available evidence, if it is determined that there is an indication of loss in investment value, we will perform a fair value analysis. If the resulting fair value is less than the carrying value, we will determine if this loss in value is OTTI, and we will recognize any OTTI in the income statement as an impairment. This evaluation requires significant judgment regarding, but not limited to, the severity and duration of the impairment; the ability and intent to hold the securities until recovery; financial condition, liquidity, and near-term prospects of the issuer; specific events; and other factors. Commercial and Government Receivables Commercial and government receivables (“receivables”) include project loans and receivables. These receivables are separately presented in our balance sheet to illustrate the differing nature of the credit risk related to these assets. Unless otherwise noted, we generally have the ability and intent to hold our receivables for the foreseeable future and accordingly we classify them as held for investment. Our ability and intent to hold certain receivables may change from time to time depending on a number of factors including economic, liquidity and capital market conditions. At inception of the arrangement, the carrying value of receivables held for investment represents the present value of the note, lease or other payments, net of any unearned fee income, which is recognized as income over the term of the note or lease using the effective interest method. Receivables that are held for investment are carried at amortized cost, net of any unamortized acquisition premiums or discounts and include origination and acquisition costs, as applicable. Our initial investment and principal repayments of these receivables are classified as investing activities and the interest collected is classified as operating activities in our consolidated statements of cash flows. Receivables that we intend to sell in the short-term are classified as held-for-sale and are carried at the lower of amortized cost or fair value on our balance sheet, which is assessed on an individual asset basis. The purchases and proceeds from receivables that we intend to sell at origination are classified as operating activities in our consolidated statements of cash flows. Interest collected is classified as an operating activity in our consolidated statements of cash flows. Receivables from certain projects are subordinate to preferred investors in a project who are allocated the majority of such project’s cash in the early years of the investment. Accordingly, such receivables may include the ability to defer scheduled interest payments in exchange for increasing our receivable balance. We generally accrue this paid-in-kind (“PIK”) interest when collection is expected and cease accruing PIK interest if there is insufficient value to support the accrual or we expect that any portion of the principal or interest due is not collectible. The change in PIK in any period is included in Change in accrued interest on receivables and investments in the operating section of our statement of cash flows. We evaluate our receivables for an allowance as determined under ASC Topic 326 Financial Instruments- Credit Losses (“Topic 326”) and for our internally derived asset performance categories included in Note 6 to our financial statements on at least a quarterly basis and more frequently when economic or other conditions warrant such an evaluation. When a receivable becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service all of its debt or other obligations, we will generally consider the receivable delinquent or impaired and place the receivable on non-accrual status and cease recognizing income from that receivable until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a receivable’s status significantly improves regarding the debtor’s ability to service the debt or other obligations, we will remove it from non-accrual status. We determine our allowance based on the current expectation of credit losses over the contractual life of our receivables as required by Topic 326. We use a variety of methods in developing our allowance including discounted cash flow analysis and probability-of-default/loss given default (“PD/LGD”) methods. In developing our estimates, we consider our historical experience with our and similar assets in addition to our view of both current conditions and what we expect to occur within a period of time for which we can develop reasonable and supportable forecasts, typically two years. For periods following the reasonable and supportable forecast period, we revert to historical information when developing assumptions used in our estimates. In developing our forecasts, we consider a number of qualitative and quantitative factors in our assessment, which may include a project’s operating results, loan-to-value ratio, any cash reserves, the ability of expected cash from operations to cover the cash flow requirements currently and into the future, key terms of the transaction, the ability of the borrower to refinance the transaction, other credit support from the sponsor or guarantor and the project’s collateral value. In addition, we consider the overall economic environment, the climate solutions sector, the effect of local, industry, and broader economic factors such as unemployment rates and power prices, the impact of any variation in weather and the historical and anticipated trends in interest rates, defaults and loss severities for similar transactions. For those assets where we record our allowance using a discounted cash flow method, we have elected to record the change in allowance due solely to the passage of time through the provision for loss on receivables in our income statement. For assets where the obligor is a publicly rated entity, we consider the published historical performance of entities with similar ratings in developing our estimate of an allowance, making adjustments determined by management to be appropriate during the reasonable and supportable forecast period. We have made certain loan commitments that are within the scope of Topic 326. When estimating an allowance for these loan commitments we consider the probability of certain amounts to be funded and apply either a discounted cash flow or PD/LGD methodology as described above. We charge off receivables against the allowance, if any, when we determine the unpaid principal balance is uncollectible, net of recovered amounts. Any provision we record for an allowance is a non-cash reconciling item to cash from operating activities in our consolidated statements of cash flows. Real Estate Real estate consists of land or other real property and its related lease intangibles, net of any amortization. Our real estate is generally leased to tenants on a triple net lease basis, whereby the tenant is responsible for all operating expenses relating to the property, generally including property taxes, insurance, maintenance, repairs and capital expenditures. Certain real estate transactions may be characterized as “failed sale-leaseback” transactions as defined under ASC Topic 842, Leases , and thus are accounted for as financing transactions similarly to our commercial receivables as described above in Government and Commercial Receivables. For our real estate lease transactions that are classified as operating leases, the scheduled rental revenue typically varies during the lease term and thus rental income is recognized on a straight-line basis, unless there is considerable risk as to collectability, so as to produce a constant periodic rent over the term of the lease. Accrued rental income is the aggregate difference between the scheduled rents that vary during the lease term and the income recognized on a straight-line basis and is recorded in other assets. Expenses, if any, related to the ongoing operation of leases where we are the lessor are charged to operations as incurred. Our initial investment is classified as investing activities and income collected for rental income is classified as operating activities in our consolidated statements of cash flows. When our real estate transactions are treated as an asset acquisition with an operating lease, we typically record our real estate purchases at cost, including acquisition and closing costs, which is allocated to each tangible and intangible asset acquired on a relative fair value basis. The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land, building and tenant improvements, if any, based on the determination of the fair values of these assets. The as-if-vacant fair value of a property is typically determined by management based on appraisals by a qualified appraiser. In determining the fair value of the identified intangibles of an acquired property, above-market and below-market in-place lease values are valued based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases, and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease, including renewal periods reasonably certain of being exercised by the lessee. The capitalized off-market lease values are amortized as an adjustment of rental income over the term used to value the intangible. We also record, as appropriate, an intangible asset for in-place leases. The value of the leases in place at the time of the transaction is equal to the potential income lost if the leases were not in place. The amortization of this intangible occurs over the initial term unless management believes that it is reasonably certain that the tenant would exercise the renewal option, in which case the amortization would extend through the renewal period. If a lease were to be terminated, all unamortized amounts relating to that lease would be written off. Investments Investments are debt securities that meet the criteria of ASC 320, Investments-Debt and Equity Securities . We have designated our debt securities as available-for-sale and carry these securities at fair value on our balance sheet. Unrealized gains and losses, to the extent not considered to be credit related, on available-for-sale debt securities are recorded as a component of accumulated other comprehensive income (“AOCI”) in equity on our balance sheet. When a security is sold, we reclassify the AOCI to earnings based on specific identification. Our initial investment and principal repayments of these investments are classified as investing activities and the interest collected is classified as operating activities in our consolidated statements of cash flows. We evaluate our investments for impairment on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Our impairment assessment is a subjective process requiring the use of judgments and assumptions. Accordingly, we regularly evaluate the extent and impact of any credit deterioration associated with the financial and operating performance and value of the underlying project. We consider several qualitative and quantitative factors in our assessment. The primary factor in our assessment is the current fair value of the security, while other factors include changes in the credit rating, performance of the underlying project, key terms of the transaction, the value of any collateral and any support provided by the sponsor or guarantor. To the extent that we have identified an impairment for a security, intend to hold the investment to maturity, and do not expect that we will be required to sell the security prior to recovery of the amortized cost basis, we will recognize only the credit component of the unrealized loss in earnings by recording an allowance against the amortized cost of the asset as required by Topic 326. We determine the credit component using the difference between the security’s amortized cost basis and the present value of its expected future cash flows, discounted using the effective interest method or its estimated collateral value. Any remaining unrealized loss due to factors other than credit is recorded in AOCI. To the extent we hold investments with a fair value less than the amortized cost and we have made the decision to sell the security or it is more likely than not that we will be required to sell the security prior to recovery of its amortized cost basis, we recognize the entire portion of the impairment in earnings. Premiums or discounts on investment securities are amortized or accreted into interest income using the effective interest method. Securitization of Assets We have established various special purpose entities or securitization trusts for the purpose of securitizing certain financial assets. We determined that the trusts used in securitizations are VIEs, as defined in ASC 810. When we conclude that we are not the primary beneficiary of certain trusts because we do not have power over those trusts’ significant activities, we do not consolidate the trust. We typically serve as primary or master servicer of these trusts; however, as the servicer, we do not have the power to make significant decisions impacting the performance of the trusts. We account for transfers of financial assets to these securitization trusts as sales pursuant to ASC 860, Transfers and Servicing (“ASC 860”), when we have concluded the transferred assets have been isolated from the transferor (i.e., put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership) and we have surrendered control over the transferred assets. When we are unable to conclude that we have been sufficiently isolated from the securitized financial assets, we treat such trusts as secured borrowings, retaining the assets on our balance sheet and recording the amounts due to the trust investor as non-recourse debt. Transfers of non-financial assets are accounted for under ASC 610-20, Gains and Losses from the Derecognition of Non-financial Assets , and those transfers are accounted for as sales when we have concluded that we have transferred control of the non-financial asset. For transfers treated as sales under ASC 860, we have received true-sale-at-law and non-consolidation legal opinions for all of our securitization trust structures to support our conclusion regarding the transferred financial assets. When we sell financial assets in securitizations, we generally retain interests in the form of servicing rights and residual assets, which we refer to as securitization assets. Gain or loss on the sale of assets is calculated based on the excess of the proceeds received from the securitization (less any transaction costs) plus any retained interests obtained over the cost basis of the assets sold. For retained interests, we generally estimate fair value based on the present value of future expected cash flows using our best estimates of the key assumptions of anticipated losses, prepayment rates, and current market discount rates commensurate with the risks involved. Cash flows related to our securitizations at origination are classified as operating activities in our consolidated statements of cash flows. We initially account for all separately recognized servicing assets and servicing liabilities at fair value and subsequently measure such servicing assets and liabilities using the amortization method. Servicing assets and liabilities are amortized in proportion to, and over the period of, estimated net servicing income with servicing income recognized as earned. We assess servicing assets for impairment at each reporting date. If the amortized cost of servicing assets is greater than the estimated fair value, we will recognize an impairment in net income. We account for our other retained interests in securitized financial assets, the residual assets, similar to available-for-sale debt securities and carry at fair value with changes in fair value recorded in AOCI pursuant to ASC 325-40, Beneficial Interests in Securitized Financial Assets . Income related to the residual assets is recognized using the effective interest rate method and included in securitization income in our income statement. Our residual assets are evaluated for impairment on a quarterly basis under Topic 326. A residual asset is impaired if its fair value is less than its carrying value. The credit component of impairments, if any, are recognized by recording an allowance against the amortized cost of the asset. For changes in expected cash flows, we will calculate a new yield based on the current amortized cost of the residual assets and the revised expected cash flows. This yield is used prospectively to recognize our income related to these assets. Residual interests in securitized non-financial assets are accounted for as equity method investments, and subject to those accounting policies described above. Cash and Cash Equivalents Cash and cash equivalents include short-term government securities, certificates of deposit and money market funds, all of which had an original maturity of three months or less at the date of purchase. These securities are carried at their purchase price, which approximates fair value. Restricted Cash Restricted cash includes cash and cash equivalents set aside with certain lenders primarily to support obligations outstanding as of the balance sheet dates. Restricted cash is reported as part of other assets in our consolidated balance sheets. Refer to Note 3 to our financial statements in this Form 10-K for disclosure of the balances of restricted cash included in other assets. Convertible Notes We have issued convertible and exchangeable senior unsecured notes (together, “Convertible Notes”) that are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options , and ASC 815, Derivatives and Hedging (“ASC 815”) . Under ASC 815, issuers of certain convertible or exchangeable debt instruments are generally required to separately account for the conversion or exchange option of the debt instrument as either a derivative or equity, unless it meets the scope exemption for contracts indexed to, and settled in, an issuer’s own equity. Since our conversion or exchange options are both indexed to our equity and can only be settled in our common stock, we have met the scope exemption, and therefore, we are not separately accounting for the embedded conversion or exchange options. The initial issuance and any principal repayments are classified as financing activities and interest payments are classified as operating activities in our consolidated statements of cash flows. If converted or exchanged, the carrying value of each Convertible Note is reclassified into stockholders’ equity. Derivative Financial Instruments We use derivative financial instruments, including interest rate swaps and collars, to manage, or hedge, our interest rate risk exposures associated with new debt issuances and anticipated refinancings of existing debt, to manage our exposure to fluctuations in interest rates on floating-rate debt, and to optimize the mix of our fixed and floating-rate debt. Our objective is to reduce the impact of changes in interest rates on our results of operations and cash flows. The fair values of our interest rate derivatives designated and qualifying as effective cash flow hedges are reflected in our consolidated balance sheets as a component of other assets (if in an unrealized asset position) or accounts payable, accrued expenses and other (if in an unrealized liability position) and in net unrealized gains and losses in AOCI as described below. The cash settlements of our interest rate swaps, if any, are classified as operating activities in our consolidated statements of cash flows. The interest rate derivatives we use are intended to be designated as cash flow hedges and are considered highly effective in reducing our exposure to the interest rate risk that they are designated to hedge. This effectiveness is required in order to qualify for hedge accounting. Instruments that meet the required hedging criteria are formally designated as hedging instruments at the inception of the derivative contract. Derivatives are recorded at fair value. If a derivative is designated as a cash flow hedge and meets the highly effective threshold, the change in the fair value of the derivative is recorded in AOCI, net of associated deferred income tax effects and is recognized in earnings at the same time as the hedged item. For any derivative instruments not designated as hedging instruments, changes in fair value would be recognized in earnings in the period that the change occurs. We assess, both at the inception of the hedge and on an ongoing basis, whether the derivatives designated as cash flow hedges are highly effective in offsetting the changes in cash flows of the hedged items. We do not hold derivatives for trading purposes. Any collateral posted or received as credit support against derivative positions are netted against those derivatives in our balance sheets. When our collateral account with any particular counterparty is in a liability position, we include inflows and outflows related to those collateral postings within financing activities in our statement of cash flows. When our collateral account with any particular counterparty is in an asset position, we include inflows and outflows related to those collateral postings within investing activities in our statement of cash flows. Interest rate derivative contracts contain a credit risk that counterparties may be unable to fulfill the terms of the agreement. We attempt to minimize that risk by evaluating the creditworthiness of our counterparties, who are limited to major banks and financial institutions, and do not anticipate nonperformance by the counterparties due to their requirement to post collateral. We have entered into certain capped call transactions to mitigate the economic dilution that may result from the conversion or exchange of certain of our Convertible Notes. These transactions are freestanding equity-linked derivative instruments that qualify for the exemption for contracts indexed to, and settled in, an issuer’s own equity found in ASC 815, and accordingly the payment of the option premium was recorded as a reduction of Additional Paid-in-Capital within our Statement of Stockholders’ Equity. Income Taxes We elected and qualified to be taxed as a REIT for U.S. federal income tax purposes, commencing with our taxable year ended December 31, 2013 through our taxable year ended December 31, 2023. We have revoked our REIT status effective January 1, 2024, and beginning in taxable year 2024 will be taxed as a C Corporation. For tax years 2023 and prior, we had taxable REIT subsidiaries (“TRS”) that were taxed separately, and that were generally be subject to U.S. federal, state, and local income taxes as well as taxes of foreign jurisdictions, if any. To qualify as a REIT, we were required to meet on an ongoing basis several organizational and operational requirements, including a requirement that we distribute at least 90% of our REIT’s net taxable income before dividends paid, excluding capital gains, to our stockholders each year. As a REIT, for tax years ended December 31, 2023 and earlier, we were not subject to U.S. federal corporate income tax on that portion of net income that was distributed to our owners in accordance with the REIT rules. Subsequent to our REIT status revocation, all of our net taxable income is subject to U.S. federal and state income tax at the applicable corporate tax rate, and dividends paid to stockholders are no longer tax deductible. We account for income taxes under ASC 740, Income Taxes (“ASC 740”) for tax years 2024 and later, and for our TRS for tax years 2023 and earlier, using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. We evaluate any deferred tax assets for valuation allowances based on an assessment of available evidence including sources of taxable income, prior years taxable income, any existing taxable temporary differences and our future investment and business plans that may give rise to taxable income. We treat any tax credits we receive from our equity investments in renewable energy projects as reductions of federal income taxes of the year in which the credit arises. Any deferred tax impacts resulting from transfers of assets to or from our TRS were recorded as an adjustment to additional paid-in capital, as it is a transfer amongst entities under common control. We apply ASC 740 with respect to how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. This guidance requires the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. We are required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes U.S. federal and certain states. Equity-Based Compensation We have adopted equity incentive plans |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The fair value accounting guidance provides a three-level hierarchy for classifying financial instruments. The levels of inputs used to determine the fair value of our financial assets and liabilities carried on the balance sheet at fair value and for those which only disclosure of fair value is required are characterized in accordance with the fair value hierarchy established by ASC 820, Fair Value Measurements . Where inputs for a financial asset or liability fall in more than one level in the fair value hierarchy, the financial asset or liability is classified in its entirety based on the lowest level input that is significant to the fair value measurement of that financial asset or liability. We use our judgment and consider factors specific to the financial assets and liabilities in determining the significance of an input to the fair value measurements. As of December 31, 2023 and December 31, 2022, only our residual assets related to our securitization trusts, our derivatives, and our investments were carried at fair value on the consolidated balance sheets on a recurring basis. The three levels of the fair value hierarchy are described below: • Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date. • Level 2—Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. • Level 3—Unobservable inputs are used when little or no market data is available. The tables below illustrate the estimated fair value of our financial instruments on our balance sheet. Unless otherwise discussed below, fair value for our Level 2 and Level 3 measurements is measured using a discounted cash flow model, contractual terms and inputs which consist of base interest rates and spreads over base rates which are based upon market observation and recent comparable transactions. An increase in these inputs would result in a lower fair value and a decline would result in a higher fair value. Our Senior Unsecured Notes (as defined below) and Convertible Notes are valued using a market based approach and observable prices. The receivables held-for-sale, if any, are carried at the lower of cost or fair value, as determined on an individual asset basis. As of December 31, 2023 Fair Carrying Level (in millions) Assets Commercial receivables $ 2,647 $ 2,983 Level 3 Government receivables 86 91 Level 3 Receivables held-for-sale 36 35 Level 3 Investments (1) 7 7 Level 3 Securitization residual assets (2) 219 219 Level 3 Derivative assets 10 10 Level 2 Liabilities (3) Credit facilities $ 401 $ 401 Level 3 Commercial paper notes 30 30 Level 3 Term loan facilities 736 736 Level 3 Non-recourse debt 158 162 Level 3 Senior unsecured notes 2,251 2,337 Level 2 Convertible notes 2025 Exchangeable Senior Notes 202 211 Level 2 2028 Exchangeable Senior Notes 481 408 Level 2 Total Convertible Notes 683 619 Level 2 Derivative liabilities 9 9 Level 2 (1) The amortized cost of our investments as of December 31, 2023, was $8 million. (2) Included in securitization assets on the consolidated balance sheet. The amortized cost of our securitization residual assets as of December 31, 2023, was $258 million. (3) Fair value and carrying value exclude unamortized financing costs. As of December 31, 2022 Fair Carrying Level (in millions) Assets Commercial receivables $ 1,859 $ 1,887 Level 3 Government receivables 96 103 Level 3 Receivables held-for-sale 92 85 Level 3 Investments (1) 10 10 Level 3 Securitization residual assets (2) 177 177 Level 3 Liabilities (3) Credit facilities $ 51 $ 51 Level 3 Commercial paper notes — — Level 3 Term loan facilities 384 384 Level 3 Non-recourse debt 402 442 Level 3 Senior unsecured notes 1,546 1,784 Level 2 Convertible notes: 2023 Convertible Senior Notes 137 143 Level 2 2025 Convertible Senior Notes 185 206 Level 2 Total Convertible Notes 322 349 Level 2 (1) The amortized cost of our investments as of December 31, 2022, was $12 million. (2) Included in securitization assets on the consolidated balance sheet. The amortized cost of our securitization residual assets as of December 31, 2022, was $224 million. (3) Fair value and carrying value exclude unamortized financing costs. Securitization residual assets The following table reconciles the beginning and ending balances for our Level 3 securitization residual assets that are carried at fair value on a recurring basis, with changes in fair value recorded through AOCI: For the year ended 2023 2022 (in millions) Balance, beginning of period $ 177 $ 210 Accretion of securitization residual assets 14 17 Additions to securitization residual assets 37 29 Collections of securitization residual assets (17) (16) Sales of securitization residual assets — — Unrealized gains (losses) on securitization residual assets recorded in OCI 11 (63) Provision for loss on securitization residual assets (3) — Balance, end of period $ 219 $ 177 The following table illustrates our securitization residual assets in an unrealized loss position: Estimated Fair Value Unrealized Losses (1) Count of Assets Assets with a loss shorter than 12 months Assets with a loss longer than 12 months Assets with a loss shorter than 12 months Assets with a loss longer than 12 months Assets with a loss shorter than 12 months Assets with a loss longer than 12 months (in millions) December 31, 2023 $ 24 $ 164 $ 0.3 $ 41 11 66 December 31, 2022 118 51 27 22 66 12 (1) Other than as discussed in Note 5, loss positions are due to interest rates movements and is not indicative of credit deterioration. We have the intent and ability to hold these investments until a recovery of fair value. In determining the fair value of our securitization residual assets, as of December 31, 2023 and 2022, we used a market-based risk-free rate and added a range of interest rate spreads based upon recent transactions of approximately 1% to 6%. The weighted average discount rate used to determine the fair value of our securitization residual assets as of December 31, 2023 and 2022 was 6.6% and 6.8%, respectively. Non-recurring Fair Value Measurements Our financial statements may include non-recurring fair value measurements related to acquisitions and non-monetary transactions, if any. Assets acquired in a business combination, if any, are recorded at their fair value. We may use third party valuation firms to assist us with developing our estimates of fair value. In 2023, we deconsolidated a special purpose entity and its associated assets and non-recourse debt, and retained a residual interest in the special purpose entity in the form of an equity method investment. We describe how we determined the fair value of our retained investment in Note 5. Concentration of Credit Risk Commercial and government receivables, real estate leases, and debt investments consist primarily of receivables from various projects, U.S. federal government-backed receivables, and investment grade state and local government receivables and do not, in our view, represent a significant concentration of credit risk given the large number of diverse offtakers and other obligors of the projects. Additionally, certain of our investments are collateralized by projects concentrated in certain geographic regions throughout the United States. These investments typically have structural credit protections to mitigate our risk exposure and, in most cases, the projects are insured for estimated physical loss which helps to mitigate the possible risk from these concentrations. We had cash deposits that are subject to credit risk as shown below: December 31, 2023 2022 (in millions) Cash deposits $ 63 $ 156 Restricted cash deposits (included in other assets) 12 20 Total cash deposits $ 75 $ 176 Amount of cash deposits in excess of amounts federally insured $ 63 $ 174 |
Non-Controlling Interest
Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | Non-Controlling Interest Units of limited partnership interests in the Operating Partnership (“OP units”) that are owned by limited partners other than us are included in non-controlling interest on our consolidated balance sheets. The non-controlling interest holders are generally allocated their pro rata share of income, other comprehensive income and equity transactions. The outstanding OP units not held by us represent approximately 1% of our outstanding OP units and are redeemable by the limited partners for cash, or at our option, for a like number of shares of our common stock. No OP units were exchanged by non-controlling interest holders during the years ended December 31, 2023, and 2,777 OP units were exchanged for the same number of shares in December 31, 2022. We have also granted to members of our leadership team and directors LTIP Units pursuant to our equity incentive plans. The LTIP Units issued to employees are held by HASI Management HoldCo LLC. The LTIP Units are designed to qualify as profits interests in the Operating Partnership and initially will have a capital account balance of zero and, therefore, will not have full parity with OP units with respect to liquidating distributions or other rights. However, the amended and restated agreement of limited partnership of the Operating Partnership (the “OP Agreement”) provides that “book gains,” or economic appreciation, in the Operating Partnership will be allocated first to the LTIP Units until the capital account per LTIP Units is equal to the capital account per-unit of the OP units. Under the terms of the OP Agreement, the Operating Partnership will revalue its assets upon the occurrence of certain specified events, and any increase in valuation from the time of grant until such event will be allocated first to the holders of LTIP Units to equalize the capital accounts of such holders with the capital accounts of OP unit holders. Once this has occurred, the LTIP Units will achieve full parity with the OP units for all purposes, including with respect to liquidating distributions and redemption rights. In addition to these attributes, there are vesting and settlement conditions similar to our other equity-based awards as discussed in Notes 2 and 11 to our financial statements in this Form 10-K. |
Securitization of Financial Ass
Securitization of Financial Assets | 12 Months Ended |
Dec. 31, 2023 | |
Transfers and Servicing [Abstract] | |
Securitization of Financial Assets | Securitization of Financial Assets The following summarizes certain transactions with securitization trusts: As of and for the year ended December 31, 2023 2022 2021 (in millions) Gains on securitizations $ 69 $ 57 $ 68 Cost of financial assets securitized 559 500 810 Proceeds from securitizations 628 557 878 Residual and servicing assets 219 117 210 Cash received from residual and servicing assets 20 20 18 In connection with securitization transactions, we typically retain servicing responsibilities and residual assets. We generally receive annual servicing fees that are typically up to 0.25% of the outstanding balance. We may periodically make servicer advances, that are subject to credit risk. Included in securitization assets in our consolidated balance sheets are our servicing assets at amortized cost and our residual assets at fair value. Our residual assets are subordinate to investors’ interests, and their values are subject to credit, prepayment and interest rate risks on the transferred financial assets. Other than our securitization assets representing these residual interests in the trusts’ assets, the investors and the securitization trusts have no recourse to our other assets for failure of debtors to pay when due. In computing gains and losses on securitizations, we use discount rates based on a review of comparable market transactions including Level 3 unobservable inputs which consist of base interest rates and spreads over these base rates. Depending on the nature of the transaction risks, the discount rate ranged from 5.6% to 9.5% during the year ended December 31, 2023. As of December 31, 2023 and December 31, 2022, our managed assets totaled $12.3 billion and $9.8 billion, respectively, of which $6.1 billion and $5.5 billion, respectively, were securitized assets held in unconsolidated securitization trusts. As of December 31, 2023 and December 31, 2022, these trusts held $5.6 billion and $5.3 billion, respectively, of notes due to investors. There were no securitization credit losses in the years ended December 31, 2023, 2022, or 2021. As of December 31, 2023, there were no material payments from debtors to the securitization trusts that were greater than 90 days past due. Receivables from contracts for the installation of energy efficiency and other technologies are the source of cash flows for $108 million of our securitization residual assets. These technologies are installed in facilities owned by, or operated for or by, federal, state or local government entities where the ultimate obligor for the receivable is a governmental entity. The contracts may have guarantees of energy savings from third-party service providers, which typically are entities rated investment grade by an independent rating agency. The remainder of our securitization residual assets are related to contracts where the underlying cash flows are secured by an interest in real estate which are typically senior in terms of repayment to other financings. In 2023, we recorded an allowance for losses on securitization residual assets related to prepayable assets secured by real estate. While there is no change in the underlying credit quality of the securitized assets, we have revised our estimates of cash flows due to prepayments on certain of these assets. The following table reconciles our beginning and ending allowance for loss on securitization residual assets: Commercial Government (in millions) Beginning balance - December 31, 2021 $ — $ — Provision for loss on securitization asset — — Provision recorded on purchase of a credit deteriorated asset — — Write-off of allowance — — Recovery of allowance — — Ending balance - December 31, 2022 $ — $ — Provision for loss on securitization asset 3 — Provision recorded on purchase of a credit deteriorated asset — — Write-off of allowance — — Recovery of allowance — — Ending balance - December 31, 2023 $ 3 $ — |
Our Portfolio
Our Portfolio | 12 Months Ended |
Dec. 31, 2023 | |
Investments [Abstract] | |
Our Portfolio | Our Portfolio As of December 31, 2023, our Portfolio included approximately $6.2 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 climate solutions. 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. In developing and evaluating performance against our credit criteria, we consider a number of qualitative and quantitative criteria which may include a project’s operating results, loan-to-value ratio, any cash reserves, the ability of expected cash from operations to cover the cash flow requirements currently and into the future, key terms of the transaction, the ability of the borrower to refinance the transaction, the financial and operating capability of the borrower, its sponsors or the obligor as well as any guarantors and the project’s collateral value. In addition, we consider the overall economic environment, the climate solutions sector, the effect of local, industry and broader economic factors, the impact of any variation in weather and the historical and anticipated trends in interest rates, defaults and loss severities for similar transactions. The following is an analysis of the Performance Ratings of our Portfolio as of December 31, 2023, which is assessed quarterly: Portfolio Performance Commercial Government 1 (1) 2 (2) 3 (3) 1 (1) Total Receivable vintage (4) (dollars in millions) 2023 $ 877 $ — $ — $ — $ 877 2022 978 — — — 978 2021 294 — — — 294 2020 168 — — — 168 2019 398 — — — 398 Prior to 2019 318 — — 91 409 Total receivables held-for-investment 3,033 — — 91 3,124 Less: Allowance for loss on receivables (50) — — — (50) Net receivables held-for-investment (5) 2,983 — — 91 3,074 Receivables held-for-sale 32 — — 3 35 Investments 5 — — 2 7 Real estate 111 — — — 111 Equity method investments (6) 2,930 36 — — 2,966 Total $ 6,061 $ 36 $ — $ 96 $ 6,193 Percent of Portfolio 97 % 1 % — % 2 % 100 % (1) This category includes our assets where based on our credit criteria and performance to date we believe that our risk of not receiving our invested capital remains low. (2) This category includes our assets where based on our credit criteria and performance to date we believe there is a moderate level of risk to not receiving some or all of our invested capital. (3) This category includes our assets where based on our credit criteria and performance to date, we believe there is substantial doubt regarding our ability to recover some or all of our invested capital. Loans in this category are placed on non-accrual status. (4) Receivable vintage refers to the period in which the relevant loan agreement is signed, and a given vintage may contain loan advances made in periods subsequent to the period in which the loan agreement was signed. (5) Total reconciles to the total of the government receivables and commercial receivables lines of the consolidated balance sheets (6) Some of the individual projects included in portfolios that make up our equity method investments have government off-takers. As they are part of large portfolios, they are not classified separately. Receivables As of December 31, 2023 our allowance for loan losses was $50 million based on our expectation for credit losses over the lives of the receivables in our Portfolio. During 2023, we recorded a provision for loss on receivables of $9 million primarily due to new loans and loan commitments. During 2023, we entered into a variable rate revolving credit facility with an energy services company secured by projects in development, with a maximum principal amount of $300 million and that matures in 2026. As of December 31, 2023, the outstanding balance of the facility was $277 million and the facility bore interest at a rate of 10.1%. Below is a summary of the carrying value, expected loan funding commitments, and allowance by type of receivable or “Portfolio Segment,” as defined by Topic 326, as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Gross Carrying Value Loan Funding Commitments Allowance Gross Carrying Value Loan Funding Commitments Allowance (in millions) Commercial (1) $ 3,033 $ 423 $ 50 $ 1,928 $ 256 $ 41 Government (2) 91 — — 103 — — Total $ 3,124 $ 423 $ 50 $ 2,031 $ 256 $ 41 (1) As of December 31, 2023, this category of assets include $1.5 billion of mezzanine loans made on a non-recourse basis to special purpose subsidiaries of residential solar companies which hold residential solar assets where we rely on certain limited indemnities, warranties, and other obligations of the residential solar companies or their other subsidiaries. Risk characteristics of our commercial receivables include a project’s operating risks, which include the impact of the overall economic environment, the climate solutions sector, the effect of local, industry, and broader economic factors, the impact of any variation in weather and trends in interest rates. We use assumptions related to these risks to estimate an allowance using a discounted cash flow analysis or the PD/LGD method as discussed in Note 2. All of our commercial receivables are included in Performance Rating 1 in the Portfolio Performance table above. For those assets in Performance Rating 1, the credit worthiness of the obligor combined with the various structural protections of our assets cause us to believe we have a low risk we will not receive our invested capital, however we recorded a $50 million allowance on these $3.0 billion in assets as a result of lower probability assumptions utilized in our allowance methodology. (2) As of December 31, 2023, our government receivables include $10 million of U.S. federal government transactions and $81 million of transactions where the ultimate obligors are state or local governments. Risk characteristics of our government receivables include the energy savings or the power output of the projects and the ability of the government obligor to generate revenue for debt service, via taxation or other means. Transactions may have guarantees of energy savings or other performance support from third-party service providers, which typically are entities, directly or whose ultimate parent entity is, rated investment grade by an independent rating agency. All of our government receivables are included in Performance Rating 1 in the Portfolio Performance table above. Our allowance for government receivables is primarily calculated by using PD/LGD methods as discussed in Note 2. Our expectation of credit losses for these receivables is immaterial given the high credit-quality of the obligors. The following table reconciles our beginning and ending allowance for loss on receivables by Portfolio Segment for the year ended December 31, 2023: Commercial Government (in millions) Beginning balance - December 31, 2021 $ 36 $ — Provision for loss on receivables 13 — Write-off of allowance (8) — Ending balance - December 31, 2022 41 — Provision for loss on receivables 9 — Write-off of allowance — — Ending balance - December 31, 2023 $ 50 $ — We have no receivables which are on non-accrual status. The following table provides a summary of our anticipated maturity dates of our receivables and the weighted average yield for each range of maturities as of December 31, 2023: Total Less than 1 1-5 years 5-10 years More than 10 (dollars in millions) Maturities by period (excluding allowance) $ 3,124 $ 1 $ 553 $ 1,317 $ 1,253 Weighted average yield by period 8.4 % 6.5 % 8.9 % 8.5 % 8.0 % 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 2052 under the initial terms and 2047 and 2080 if all renewals are exercised. In 2023, a majority of our land and related intangibles were deconsolidated, and we retain a residual interest in those assets in the form of equity method investments as discussed in Other Equity Method Investments below. The components of our real estate portfolio as of December 31, 2023 and 2022, were as follows: December 31, 2023 2022 (in millions) Real estate Land $ 97 $ 269 Lease intangibles 22 104 Accumulated amortization of lease intangibles (8) (20) Real estate $ 111 $ 353 As of December 31, 2023, the future amortization expense of the intangible assets and the future minimum rental income payments under our land lease agreements are as follows: Year Ending December 31, Future Minimum (in millions) 2024 $ 1 $ 24 2025 1 24 2026 1 24 2027 1 25 2028 1 25 Thereafter 9 673 Total $ 14 $ 795 Equity Method Investments We have made non-controlling equity investments in a number of climate solutions projects that we account for as equity method investments. As of December 31, 2023, we held the following equity method investments: Investee Carrying Value (in millions) Jupiter Equity Holdings, LLC $ 538 Lighthouse Partnerships (1) 903 Other equity method investments 1,525 Total equity method investments $ 2,966 (1) Represents the total of five equity investments in a portfolio of a renewable energy projects discussed below. Jupiter Equity Holdings, LLC We have a preferred equity interest in Jupiter Equity Holdings, LLC (“Jupiter”) that owns nine operating onshore wind projects and four operating utility-scale solar projects with an aggregate capacity of approximately 2.3 gigawatts. Through December 31, 2023, we have made capital contributions to Jupiter of approximately $562 million related to these projects, reflecting final funding true-ups after all projects reached substantial completion. Alongside the project sponsor and under terms outlined in the partnership agreement, we have made $10 million in loans to Jupiter for contract restructuring expenses and payments related to winter storm Uri. In 2023, in order to increase both the near-term cash flows and expected lifetime return, we made an additional $58 million loan to the project to allow for the restructuring of certain power purchase agreements and tax equity arrangements, and also guaranteed, alongside the project sponsor, to fund the working capital needs of two of the underlying portfolio companies. We anticipate the incremental investment to be accretive to our earnings per share. Those loans are included in our Related Party Transactions disclosures below. At agreement inception, the projects feature cash flows from fixed-price power purchase agreements and financial hedges with a weighted average contract life of 13 years, contracted with highly creditworthy off-takers and counterparties. Jupiter is governed by an amended and restated limited liability company agreement, dated July 1, 2020, by and among Jupiter, one of our subsidiaries and a subsidiary of the project sponsor, which contains customary terms and conditions. We own 100% of the Class A Units in Jupiter corresponding to 49% of the distributions from Jupiter subject to the preferences discussed below. Most major decisions that may impact Jupiter, its subsidiaries or its assets, require the majority vote of a four person committee in which we and the project sponsor each have two representatives. Through Jupiter, we will be entitled to preferred distributions until certain return targets are achieved. Once these return targets are achieved, distributions will be allocated approximately 33% to us and approximately 67% to the sponsor. As of July 1, 2023, we and the sponsor each have a right of first offer if the other party desires to transfer any of its equity ownership to a third party. We use the equity method of accounting to account for our preferred equity interest in Jupiter, and have elected to recognize earnings from this investment one quarter in arrears to allow for the receipt of financial information. Lighthouse Renewables Portfolio We have entered into certain agreements relating to the acquisition, ownership and management of preferred cash equity investments in five partnerships that expect to own cash equity interests in an approximately 1.6 gigawatt portfolio of onshore wind, utility-scale solar and solar-plus-storage projects (the “Renewables Portfolio”) developed and managed by the project sponsor. We have made investments in the preferred cash equity interests of the Lighthouse Partnerships of approximately $800 million through December 31, 2023, and additional investments are expected to be made as the projects become commercially operational. We expect to make additional capital contributions of $85 million related to the acquisition of new assets, with the final contribution being made in 2024. Alongside the project sponsor and under terms outlined in the partnership agreement, we have made $17 million in working capital loans to the Lighthouse Partnerships primarily for payments related to winter storm Uri. Those working capital loans are included in our Related Party Transactions disclosures below. At agreement inception, the Renewables Portfolio had contracted cash flows with a combined weighted average contract life of greater than 15 years with a diversified group of predominately investment grade corporate, utility, university, and municipal offtakers. Each of the Lighthouse Partnerships are or will be governed by a limited liability company agreement between us and the sponsor serving as managing member and contain customary terms and conditions. Most major decisions that may impact each of the Lighthouse Partnerships, its subsidiaries or its assets, require a unanimous vote of the representatives present at a meeting of a review committee in which a quorum is present. The review committee is a four person committee, which includes two Company representatives and two sponsor representatives. Through each Lighthouse Partnership, commencing on a certain date following the effective date of the applicable limited liability company agreement, we will be entitled to preferred distributions until certain return targets of the Renewables Portfolio are achieved. Subject to customary exceptions, no member of a Lighthouse Partnership can transfer any of its equity ownership in any Lighthouse Partnership to a third party without approval of the review committee of that Lighthouse Partnership. We use the equity method of accounting to account for our preferred equity interest in each Lighthouse Partnership, and have elected to recognize earnings from this investment one quarter in arrears to allow for the receipt of financial information. Other Equity Method Investments In the third quarter of 2023, we entered into an agreement with an existing securitization partner to amend the contractual terms of certain non-recourse debt agreements, which caused us to deconsolidate the entities holding such debt and its pledged collateral. Our retained interest in those entities are equity method investments, which hold land and associated operating leases as well as financial assets where the ultimate obligors are grid-connected solar projects. The carrying value of these equity method investments as of December 31, 2023 was $155 million. Our retained interest is in the form of an equity method investment, instead of a Securitization Asset, due to the nature of the underlying assets being predominantly real property. Related party transactions As of December 31, 2023, of our commercial receivables, approximately $995 million are loans made to entities in which we also have non-controlling equity investments of approximately $824 million. Typically, these equity method investments are LLCs taxed as partnerships that we have entered into with various renewable energy project sponsors, such as the SunPower Corporation. We negotiate the commercial terms of these loans with the other partner, and the assets against which the project sponsors are borrowing are contributed into the LLCs upon the execution of the loans. Our equity investments allow us to participate in the residual economics of those contributed assets alongside the other partner, and our rights under the project operating agreements do not allow us to make any significant unilateral decisions regarding the terms of the arrangement. These assets are bankruptcy remote from the project sponsor, and typically contain back-up servicer provisions to allow for continuity of operations in the event the project sponsor is unable to fulfill its duties in that capacity. We are not obligated to contribute capital to support these entities, beyond agreements to make contributions to allow for the entities to purchase additional renewable energy assets. Because the loans made to these entities are typically subordinate to senior debt and tax equity investors in the projects, these loans, which have maturities of over ten years, may accrue PIK interest in the early years of the project until sufficient cash flow is available for our interest payments. Any change in PIK interest is included in Change in accrued interest on receivables and investments in the operating section of our statement of cash flows. On a quarterly basis, we assess these loans for any impairment inclusive of any PIK interest accrued under CECL as discussed above under Receivables. The following table provides additional detail on these related party transactions: For the year ended December 31, 2023 2022 2021 (in millions) Interest income from related party loans $ 68 $ 60 $ 54 Additional investments made in related party loans 324 164 324 Principal collected from related party loans 36 87 71 Interest collected from related party loans 62 64 53 |
Credit facilities and commercia
Credit facilities and commercial paper notes | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Credit facilities and commercial paper notes | Credit facilities and commercial paper notes Secured credit facilities We previously had a secured revolving credit facility in the form of an approval-based loan agreement with various lenders with a maximum outstanding principal amount of $200 million. In 2023, we amended the secured revolving credit facility to a secured term loan. See Note 8 to our financial statements for discussion of the current terms of that secured term loan. Also in 2023, we terminated a previously existing representation-based secured revolving limited-recourse credit facility which had a maximum outstanding principal amount of $100 million. Unsecured revolving credit facilities In February 2022, we entered into a $600 million CarbonCount ® -Based Revolving Credit Facility (the “unsecured revolving credit facility”) pursuant to a revolving credit agreement with a syndicate of lenders which matures in February 2025, replacing our then-existing $400 million unsecured revolving credit facility entered into in February 2021. In 2023, we increased the maximum outstanding borrowing amount of the facility from $600 million to $915 million. As of December 31, 2023, the outstanding balance on the unsecured revolving credit facility was $401 million, which bears interest at 7.28%. As of December 31, 2023, we had less than $2 million of remaining unamortized financing costs associated with the unsecured revolving credit facility that have been capitalized and included in other assets on our balance sheet and are being amortized on a straight-line basis over the term of the unsecured revolving credit facility. The unsecured revolving credit facility has a commitment fee based on our current credit rating and bears interest at a rate of the SOFR or prime rate plus applicable margins based on our current credit rating, which may be adjusted downward up to 0.10% to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance as measured by our CarbonCount metric. The current applicable margins are 1.875% for Term SOFR Rate-based loans and 0.875% for prime rate-based loans, plus an additional 0.10%. The unsecured revolving credit facility contains terms, conditions, covenants, and representations and warranties that are customary and typical for transactions of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds, stock repurchases, and dividends we can declare. The unsecured revolving credit facility also includes customary events of default and remedies. At our option, upon maturity of the unsecured revolving credit facility, we have the ability to convert amounts borrowed into term loans for a fee equal to 1.875% of the term loan amounts. CarbonCount Green Commercial Paper Note Program We have a CarbonCount Green Commercial Paper Note Program (the “commercial paper program”) that allows us to issue commercial paper notes, in amounts up to $100 million outstanding at any time. We obtained an irrevocable direct-pay letter of credit in an amount not to exceed $100 million from Bank of America, N.A, to support these obligations which expires in June 2024. Bank of America provides a direct-pay letter of credit to the noteholders in the same amount of each commercial paper note. The letter of credit is automatically drawn upon at maturity of a commercial paper note and the noteholders are repaid in full. We have a five business-day grace period during which we repay Bank of America for the amount drawn or issue a new commercial paper note. Following the five business-day grace period, any amount then-outstanding is converted into a loan from Bank of America. Commercial paper notes will not be redeemable, will not be subject to voluntary prepayment and are not to exceed 397 days. The proceeds from our commercial paper notes are used to acquire or refinance, in whole or in part, eligible green projects, including assets that are neutral to negative on incremental carbon emissions. As of December 31, 2023, we had $30 million outstanding under our commercial paper program, which bore interest at a rate of 6.80%. Commercial paper notes will be issued at a discount based on market pricing, subject to broker fees of 0.10%. For issuance of the letter of credit, we will pay 1.40% on any drawn letter of credit amounts to Bank of America, N.A., and 0.40% on any unused letter of credit capacity. Any loans converted from drawn letter of credit amounts bear interest at a rate of Term SOFR plus 2.125%, plus an additional 0.10%. Fees paid on the drawn letters of credit may be reduced by up to 0.10% to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance as measured by our CarbonCount metric. As of December 31, 2023, we have no remaining unamortized financing costs associated with the commercial paper program and associated letter of credit. The associated letter of credit contains terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds, stock repurchases and dividends we declare. The letter of credit also includes customary events of default and remedies. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Non-recourse debt We have outstanding the following asset-backed non-recourse debt and bank loans: Outstanding Interest Rate Maturity Date Anticipated Carrying Value of Description of Assets 2023 2022 2023 2022 (dollars in millions) HASI Sustainable Yield Bond 2015-1A $ 68 $ 73 4.28 % October 2034 $ — $ 136 $ 136 Receivables, real estate, real estate intangibles, and restricted cash HASI SYB Trust 2016-2 51 56 4.35 % April 2037 — 57 63 Receivables and restricted cash HASI SYB Trust 2017-1 — (1) 141 3.86 % March 2042 — — 231 Receivables, real estate, real estate intangibles, and restricted cash Lannie Mae Series 2019-1 — (1) 90 3.68 % January 2047 — — 120 Receivables, real estate, real estate intangibles, and restricted cash Other non-recourse debt (2) 43 82 3.15% - 7.23% 2024 to 2032 17 46 82 Receivables Unamortized financing costs (2) (9) Non-recourse debt (3) $ 160 $ 433 (1) In 2023, contractual terms of these non-recourse debt agreements were modified, which caused us to deconsolidate the entities holding such debt and its related pledged collateral. (2) Other non-recourse debt consists of various debt agreements used to finance certain of our receivables. Scheduled debt service payment requirements are equal to or less than the cash flows received from the underlying receivables. (3) The total collateral pledged against our non-recourse debt was $239 million and $632 million as of December 31, 2023 and December 31, 2022, respectively, which includes $11 million and $20 million of restricted cash that was pledged for debt service as of December 31, 2023 and December 31, 2022, respectively. We have pledged the financed assets, and typically our interests in one or more parents or subsidiaries of the borrower that are legally separate bankruptcy remote special purpose entities as security for the non-recourse debt. There is no recourse for repayment of these obligations other than to the applicable borrower and any collateral pledged as security for the obligations. Generally, the assets and credit of these entities are not available to satisfy any of our other debts and obligations. The creditors can only look to the borrower, the cash flows of the pledged assets and any other collateral pledged, to satisfy the debt and we are not otherwise liable for nonpayment of such cash flows. The debt agreements contain terms, conditions, covenants, and representations and warranties that are customary and typical for transactions of this nature, including limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds and stock repurchases. The agreements also include customary events of default, the occurrence of which may result in termination of the agreements, acceleration of amounts due, and accrual of default interest. We typically act as servicer for the debt transactions. We were in compliance with all covenants as of December 31, 2023 and 2022. We have guaranteed the accuracy of certain of the representations and warranties and other obligations of certain of our subsidiaries under certain of the debt agreements and provided an indemnity against certain losses from “bad acts” of such subsidiaries including fraud, failure to disclose a material fact, theft, misappropriation, voluntary bankruptcy or unauthorized transfers. The stated minimum maturities of non-recourse debt as of December 31, 2023, were as follows: Year Ending December 31, Future minimum (in millions) 2024 $ 17 2025 19 2026 14 2027 21 2028 18 Thereafter 73 Total minimum maturities 162 Unamortized financing costs (2) Total non-recourse debt $ 160 The stated minimum maturities of non-recourse debt above include only the mandatory minimum principal payments. To the extent there are additional cash flows received from our investments serving as collateral for certain of our non-recourse debt facilities, these additional cash flows may be required to be used to make additional principal payments against the respective debt. Any additional principal payments made due to these provisions may impact the anticipated balance at maturity of these financings. 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. Subsequent to December 31, 2023, we issued $94 million of non-recourse debt, secured by equity method investments with a carrying value of $247 million. This non-recourse debt has a tenor of approximately 20 years, and bears interest at a rate of 6.78%. The terms of this debt are consistent with those described above for our existing non-recourse debt agreements. Senior Unsecured Notes We have outstanding senior unsecured notes issued jointly by certain of our TRS and are guaranteed by the Company and certain other subsidiaries (the “Senior Unsecured Notes”). The Senior Unsecured Notes are subject to covenants that limit our ability to incur additional indebtedness and require us to maintain unencumbered assets of not less than 120% of our unsecured debt. These covenants will terminate on any date at which the Senior Unsecured Notes have been rated investment grade by two of the three major credit rating agencies and no event of default has occurred. We are in compliance with all of our covenants as of December 31, 2023 and 2022. The Senior Unsecured Notes impose certain requirements in the event that we merge with or sell substantially all of our assets to another entity. We allocate an amount equal to the net proceeds of our Senior Unsecured Notes to the acquisition or refinance of, in whole or in part, eligible green projects, including assets that are neutral to negative on incremental carbon emissions. The following are summarized terms of the Senior Unsecured Notes: Outstanding Principal Amount Maturity Date Stated Interest Rate Interest Payment Dates Redemption Terms Modification Date (in millions) 2025 Notes 400 April 15, 2025 6.000 % April 15 and October 15 N/A 2026 Notes 1,000 June 15, 2026 3.375 % June 15 and December 15 March 15, 2026 (1) 2027 Notes 550 (3) June 15, 2027 8.000 % June 15 and December 15 March 15, 2027 (2) 2030 Notes 375 (4) September 15, 2030 3.750 % February 15 and August 15 N/A (1) Prior to this date, we may redeem, at our option, some or all of the 2026 Notes for the outstanding principal amount plus the applicable “make-whole” premium as defined in the indenture governing the 2026 Notes plus accrued and unpaid interest through the redemption date. In addition, prior to this date, we may redeem up to 40% of the Senior Unsecured Notes using the proceeds of certain equity offerings at a price equal to par plus the coupon percentage of the principal amount thereof, plus accrued but unpaid interest, if any, to, but excluding, the applicable redemption date. On, or subsequent to, this date we may redeem the 2026 Notes in whole or in part at redemption prices defined in the indenture governing the 2026 Notes, plus accrued and unpaid interest though the redemption date. (2) Prior to this date, we may redeem, at our option, some or all of the 2027 Notes for the outstanding principal amount plus the applicable “make-whole” premium as defined in the indenture governing the 2027 Notes plus accrued and unpaid interest through the redemption date. In addition, prior to this date, we may redeem up to 40% of the Senior Unsecured Notes using the proceeds of certain equity offerings at a price equal to par plus the coupon percentage of the principal amount thereof, plus accrued but unpaid interest, if any, to, but excluding, the applicable redemption date. On, or subsequent to, this date we may redeem the 2027 Notes in whole or in part at a price equal to 100% of the principal amount, plus accrued and unpaid interest though the redemption date. (3) In January 2024, we issued additional 2027 Notes with a principal amount of $200 million for net proceeds of $204 million, equivalent to a yield to maturity of 7.08%. (4) We issued the $375 million aggregate principal amount of the 2030 Notes for total proceeds of $371 million ($367 million net of issuance costs) at an effective interest rate of 3.87%. We may redeem the 2025 or 2030 Notes in whole or in part at redemption prices defined in the indenture governing the 2025 Notes or 2030 Notes, plus accrued and unpaid interest though the redemption date. The following table presents a summary of the components of the Senior Unsecured Notes: As of and for the year ended December 31, 2023 2022 (in millions) Principal $ 2,325 $ 1,775 Accrued interest 15 12 Unamortized premium (discount) (3) (3) Less: Unamortized financing costs (18) (16) Carrying value of Senior Unsecured Notes $ 2,319 $ 1,768 Interest expense $ 80 $ 77 Convertible Notes We have outstanding exchangeable senior notes, and have previously issued convertible senior notes together “Convertible Notes”. Holders may convert or exchange any of their Convertible Notes into shares of our common stock at the applicable conversion or exchange ratio at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, unless the Convertible Notes have been previously redeemed or repurchased by us. The following are summarized terms of the Convertible Notes as of December 31, 2023: Outstanding Principal Amount Maturity Date Stated Interest Rate Interest Payment Dates Conversion/Exchange Ratio Conversion/ Exchange Price Issuable Shares Dividend Threshold Amount (1) (in millions) (in millions) 2023 Convertible Senior Notes — (2) August 15, 0.000 % N/A 20.8643 $47.93 — $0.340 2025 Exchangeable Senior Notes 200 (3) May 1, 0.000 % N/A 17.7454 $56.35 3.5 $0.375 2028 Exchangeable Senior Notes 403 August 15, 3.750 % February 15 and August 15 36.8494 $27.14 14.8 $0.395 (1) The conversion ratio is subject to adjustment for dividends declared above these amounts per share per quarter and certain other events that may be dilutive to the holder. (2) These Notes were settled in 2023 using proceeds of the 2028 Exchangeable Senior Notes. (3) The 2025 Exchangeable Senior Notes accrete to a premium at maturity equal to 3.25% per annum. The current balance including accreted premium is $221 million. For the 2025 Exchangeable Senior Notes and the 2028 Exchangeable Senior Notes, following the occurrence of a make-whole fundamental change, we will, in certain circumstances, increase the exchange rate for a holder that converts its exchangeable notes in connection with such make-whole fundamental change. There are no cash settlement provisions for the 2025 Exchangeable Senior Notes and the exchange option can only be settled through physical delivery of our common stock. Upon exchange of the 2028 Exchangeable Senior Notes, exchange may be settled through cash, shares of our common stock or a combination of cash and shares of our common stock, at our election (as described in the indenture related to the 2028 Exchangeable Senior Notes). Additionally, upon the occurrence of certain fundamental changes involving us, holders of the 2025 Exchangeable Senior Notes or the 2028 Exchangeable Senior Notes may require us to redeem all or a portion of their notes for cash at a price of 100% of the principal amount outstanding, plus accrued and unpaid interest. We may redeem the 2028 Exchangeable Senior Notes, in whole or in part, at our option, on or after August 20, 2026 and prior to the 62nd scheduled trading day immediately preceding the maturity date for such notes, if certain conditions are met including our common stock trading above 130% of the exchange price for at least 20 trading days, as set forth in the indenture relating to the 2028 Exchangeable Senior Notes. Any shares of our common stock issuable upon exchange of the 2025 Exchangeable Senior Notes and the 2028 Exchangeable Senior Notes will have certain registration rights. The 2025 Exchangeable Senior Notes are guaranteed by us and certain other subsidiaries and may, under certain conditions, be exchangeable for our common stock. The notes accrete to a premium at maturity at an effective rate of 3.25% annually. Upon any exchange, holders will receive a number of shares of our common stock equal to the product of (i) the aggregate initial principal amount of the notes to be exchanged, divided by $1,000 and (ii) the applicable exchange rate, which will initially be 17.6873, equivalent to an initial exchange price of approximately $56.54 per share, plus cash in lieu of fractional shares. We allocated an amount equal to the net proceeds of this offering to the acquisition or refinancing of, in whole or in part, new and/or existing eligible green projects, which include assets that are neutral to negative on incremental carbon emissions. The 2028 Exchangeable Senior Notes are guaranteed by us and certain other subsidiaries and may, under certain conditions, be exchangeable for our common stock. Upon such exchange, holders will receive a number of shares of our common stock equal to the product of (i) the aggregate initial principal amount of the notes to be exchanged, divided by $1,000 and (ii) the applicable exchange rate, which initially was 36.8494, equivalent to an initial exchange price of approximately $27.14 per share, plus cash in lieu of fractional shares. The following table presents a summary of the components of our Convertible Notes: As of and for the year ended December 31, 2023 2022 (in millions) Principal $ 603 $ 344 Accrued interest 6 — Premium 11 5 Less: Unamortized financing costs (10) (5) Carrying value of Convertible Senior Notes $ 610 $ 344 Interest expense $ 9 $ 7 In order to mitigate the potential dilution to our common stock upon exchange of the 2028 Exchangeable Senior Notes, we entered into privately-negotiated capped call transactions (“Capped Calls”) with certain counterparties. The Capped Calls are separate transactions and are not part of the terms of the 2028 Exchangeable Senior Notes. The total premium for the Capped Calls was recorded as a reduction of additional paid-in capital. The Company used a portion of the proceeds from the 2028 Exchangeable Senior Notes to pay for the cost of the Capped Call premium. The material terms of the Capped Calls are as follows: (in millions except per share data) Aggregate cost of capped calls $ 38 Initial strike price per share $ 27.14 Initial cap price per share $ 43.42 Shares of our common stock covered by the capped calls 14.8 Expiration date August 15, 2028 CarbonCount Term Loan Facility We have entered into a CarbonCount Term Loan Facility (“the unsecured term loan facility”) with a syndicate of banks. In 2023, we increased the outstanding principal amount from $383 million, to $535 million. Principal amounts under the term loan facility bear interest at a rate of Term SOFR plus applicable margins based on our current credit rating plus 0.10%, which may be adjusted downward up to 0.10% to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance, as measured by our CarbonCount metric. As of December 31, 2023, the applicable margin is 2.125% and the current interest rate is 7.52%. The coupon on any drawn amounts will be reset at monthly, quarterly, or semi-annual intervals at our election. Interest is due and payable quarterly. Payments of 1.25% of the outstanding principal balance are due quarterly. The unsecured term loan facility has a maturity date of October 31, 2025, and loans under the unsecured term loan facility can be prepaid without penalty. We intend to allocate an amount equal to the net proceeds of this offering to the acquisition or refinancing of, in whole or in part, new and/or existing eligible green projects, which include assets that are neutral to negative on incremental carbon emissions. Principal and interest payments which were due under the term loan facility as of December 31, 2023 are as follows: Year Ending December 31, Future maturities (in millions) 2024 $ 30 2025 505 2026 — Total $ 535 Less: Unamortized financing costs (5) Carrying Value $ 530 The unsecured term loan facility contains terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds, stock repurchases and dividends we declare. The unsecured term loan facility also includes customary events of default and remedies. Secured Term Loan In 2023, we amended our approval-based credit facility to become a secured term loan ("secured term loan") with a maturity date of January 2028. Principal amounts under the secured term loan will bear interest at a rate of Daily Term SOFR plus a credit spread of 2.25%, plus 0.10%. We are required to hold interest rate swaps with notional values equal to 85% of the outstanding principal amount of the loan. The secured term loan is subject to mandatory principal amortization of 5% per annum, with principal and interest payments due quarterly. The secured term loan contains terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds, stock repurchases and dividends we declare. The secured term loan also includes customary events of default and remedies. As of December 31, 2023, with respect to the secured term loan, the outstanding principal balance is $200 million, the interest rate as of the last rate reset is 7.68%, and we have financing receivables pledged with a carrying value of $454 million. Unamortized financing costs associated with the secured term loan have been netted against the loan on our balance sheet and are being amortized on a straight-line basis over the term of the secured term loan Facility. Principal payments which were due under the secured term loan as of December 31, 2023 are as follows: Year Ending December 31, Future maturities (in millions) 2024 $ 3 2025 11 2026 13 2027 12 2028 162 Total 201 Less: Unamortized Financing Costs (4) Carrying Value $ 197 Interest rate swaps In connection with several of our long-term borrowings, including floating-rate loans from our unsecured term loan facility, our secured term loan, unsecured revolving credit facility, and the anticipated refinancings of certain of our Senior Unsecured Notes we have entered into the following interest rate swaps derivative transactions in 2023 that are designated as cash flow hedges as of December 31, 2023: Instrument Type Index Hedged Rate Fair Value as of Notional Value as of Term December 31, 2023 December 31, 2023 Interest Rate Swap 1 month SOFR 3.79 % $ (12) $ 400 March 2023 to March 2033 Interest Rate Swap Overnight SOFR 2.98 % 7 400 June 2026 to June 2033 Interest Rate Swap Overnight SOFR 3.09 % 7 600 June 2026 to June 2033 Interest Rate Swap Overnight SOFR 3.08 % 8 400 April 2025 to April 2035 Interest Rate Collar 1 month SOFR 3.70% - 4.00% (1) — 250 May 2023 to May 2026 Interest Rate Swap Overnight SOFR 4.41 % (4) 85 September 2023 to June 2033 Interest Rate Swap Overnight SOFR 4.39 % (2) 43 September 2023 to June 2033 Interest Rate Swap Overnight SOFR 4.42 % (2) 43 September 2023 to June 2033 (1) Interest rate collar consists of a purchased interest rate cap of 4.00% and a written interest rate floor of 3.70%. The fair values of our interest rate derivatives designated and qualifying as effective cash flow hedges are reflected in our consolidated balance sheets as a component of other assets (if in an unrealized gain position) or accounts payable, accrued expenses and other (if in an unrealized loss position) and in net unrealized gains and losses in AOCI. As of December 31, 2023, all of our derivatives were designated as hedging instruments which were deemed to be effective. As of December 31, 2023, we hold $9 million of collateral related to our interest rate derivatives that are assets, and we have netted the liability associated with that collateral against our derivative assets in other assets on our balance sheet. As of December 31, 2023, we have posted $9 million worth of collateral related to our interest rate derivatives that are liabilities, and we have netted the asset associated with that collateral against our derivative liabilities in accounts payable, accrued assets, and other liabilities on our balance sheet. A benefit of $6 million was included in interest expense as a result of our hedging activities for the year ended December 31, 2023. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases We lease office space at our headquarters in Annapolis, Maryland under an operating lease entered into in 2021 which expires in 2033. In 2023, we entered into a lease for additional office space in New York, New York. We have a lease related to our previous office space entered into in 2011 and amended in 2013 and 2017. Lease payments under this prior lease commenced in 2012 and incremental payments related to the amendments commenced in 2014 and 2017. The lease expires in 2027, and we began subleasing this space in 2023. The leases provide for operating expense reimbursements and annual escalations that are amortized over the respective lease terms on a straight-line basis. Rent expense related to these three leases was less than $1 million for each of the years ended December 31, 2023, 2022, and 2021, respectively. Future gross minimum lease payments are approximately $2 million for years 2024 through 2026, and $1 million per year during the remaining term of the leases. Litigation The nature of our operations exposes us to the risk of claims and litigation in the normal course of our business. We are not currently subject to any legal proceedings that are probable of having a material adverse effect on our financial position, results of operations or cash flows. Guarantees and other commitments We have made guarantees related to the financing of four of our joint venture entities that own debt securities of energy efficiency projects. We received $64 million of the proceeds of this financing arrangement, and in turn have guaranteed the obligations of the entity related to this financing, which includes collateral posting requirements as well as repayment of the financing at maturity in May 2024. As of December 31, 2023, our maximum obligation under this guarantee is approximately $87 million. We believe the likelihood of having to perform under the guarantee is remote, have recorded no liability associated with this guarantee, and presently have not been required to post collateral for this guarantee as the assets of the joint venture entities are enough to support the financing obligation. We have executed a separate agreement with our joint venture partner pursuant to which it is liable for repayment to us of 15% of this guarantee obligation. As a part of broader project restructuring in order to increase our expected cash flows from the investment, we alongside the project sponsor, made guarantees to support the working capital needs of two of the project companies owned by Jupiter Equity Holdings LLC, an equity method investee. The guarantees are in effect until the tax equity investors in those project companies achieve their target preferred returns, and our contractual maximum under these guarantees is $53 million, and is limited to $20 million in any particular calendar year. As of December 31, 2023, we have no liability recorded as a result of these guarantees as we believe it is not probable we will be required to perform under them. As of December 31, 2023 we have not been asked to perform under them. In connection with some of our transactions, we have provided certain limited representations, warranties, covenants and/or provided an indemnity against certain losses resulting from our own actions, including related to certain investment tax credits. As of December 31, 2023, there have been no such actions resulting in claims against the Company. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Income Tax As discussed in Note 1, as a result of expanding opportunities in non-qualifying REIT assets, effective January 1, 2024, we have elected to revoke our REIT election, and will be taxed as a C Corporation beginning in tax year 2024. Commencing with the taxable year ended December 31, 2024, all of the Company’s taxable income will be subject to U.S. federal and state income tax at the applicable corporate tax rate. Dividends paid to stockholders will no longer be tax deductible. The Company will also no longer be subject to the REIT compliance requirements for assets, income, or distributions to stockholders among other REIT compliance requirements. The Company anticipates that operating as a taxable C Corporation will provide the Company with flexibility to execute various strategic initiatives without the constraints of complying with REIT requirements, including increased investing in power generating, transportation, and alternative fuel assets that are not REIT qualifying. The Company’s transition to a taxable C Corporation is not expected to result in significant incremental current income tax expense in the near term due to the availability of net operating loss (“NOL”) carryforwards and tax credits typically offered by the assets in which we often invest. We recorded an income tax benefit (expense) of approximately $(32) million for the year ended December 31, 2023, a $(7) million tax benefit (expense) for the year ended December 31, 2022, and an $(17) million tax benefit (expense) for the year for the year ended 2021. The federal income tax expense and benefits recorded were determined using a rate of 21%. Our deferred tax assets and liabilities were measured using a federal rate of 21%. As discussed in Note 1, commencing on January 1, 2024, the Company will be taxed as a C Corporation, and $33 million of our income tax expense for the year ended December 31, 2023 is the result of revaluing the Company’s REIT business related deferred tax assets and liabilities using a statutory rate of 21% due to the REIT election revocation. As a result of the revocation of our REIT election effective January 1, 2024, we have changed the presentation of our rate reconciliation to include both REIT and TRS activities in the current year. Prior year presentation has been updated to conform to our current year presentation. Below is a reconciliation between the federal statutory rates and our effective tax rates for the years ended December 31: 2023 2022 2021 Federal statutory income tax rate 21 % 21 % 21 % Changes in rate resulting from: Share-based compensation 2 % 11 % (4) % Equity method investments (6) % (9) % (1) % Recognition of deferred tax liability from REIT revocation 18 % — % — % REIT benefit / dividends paid deduction (14) % (32) % (8) % Other 2 % 5 % 4 % Valuation allowance (6) % 19 % — % Effective tax rate 17 % 15 % 12 % Our deferred tax liability was $77 million and $44 million as of December 31, 2023 and 2022. Our deferred tax liability is included in accounts payable, accrued expenses and other on our consolidated balance sheet. Deferred income taxes represent the tax effect from continuing operations of the differences between the book and tax basis of assets and liabilities. Deferred tax assets (liabilities) include the following as of December 31: 2023 2022 (in millions) Net operating loss (NOL) carryforwards $ 163 $ 114 Tax credit carryforwards 31 21 Share-based compensation 6 3 Other 4 1 Valuation allowance — (10) Gross deferred tax assets 204 129 Receivables basis difference $ (57) $ (20) Equity method investments (224) (153) Gross deferred tax liabilities (281) (173) Net deferred tax liabilities $ (77) $ (44) We have unused NOLs of $666 million and tax credits of approximately $31 million. Approximately $87 million of our NOLs will begin to expire in 2034. If we were to experience a change in control as defined in Section 382 of the Internal Revenue Code, our ability to utilize NOLs in the years after the change in control would be limited. Similar rules and limitation may apply for state tax purposes as well. Of our NOLs, $579 million were added in taxable years after 2017 which are not subject to expiration but are limited to 80% of taxable income. Our tax credits begin to expire in 2034. We have no examinations in progress, none are expected at this time, and years 2020 through 2023 are open. As of December 2023 and 2022, we had no uncertain tax positions. Our policy is to recognize interest expense and penalties related to income tax matters as a component of general and administrative expense. There were no accrued interest and penalties as of December 31, 2023 and 2022, and no interest and penalties were recognized during the years ended December 31, 2023, 2022, or 2021. For federal income tax purposes, the cash dividends paid for the years ended December 31, 2023 and 2022 are characterized as follows: 2023 2022 Common distributions Ordinary income 52 % 31 % Return of capital 6 % 69 % Capital gain dividend 42 % — % 100 % 100 % |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity | Equity Dividends and Distributions Our Board declared the following dividends in 2022, 2023, and 2023: Announced Date Record Date Pay Date Amount per share 2/17/2022 04/4/2022 04/11/2022 $ 0.375 5/3/2022 07/5/2022 07/12/2022 0.375 8/4/2022 10/4/2022 10/11/2022 0.375 11/3/2022 12/28/2022 (1) 01/6/2023 0.375 02/16/2023 04/3/2023 04/10/2023 0.395 05/4/2023 07/5/2023 07/12/2023 0.395 08/3/2023 10/4/2023 10/11/2023 0.395 11/2/2023 12/29/2023 (1) 01/12/2024 0.395 02/15/2024 04/5/2024 04/19/2024 0.415 (1) These dividends are treated as distributions in the following year for tax purposes. Equity Offerings We have an effective universal shelf registration statement registering the potential offer and sale, from time to time and in one or more offerings, of any combination of our common stock, preferred stock, depositary shares, debt securities, warrants and rights (collectively referred to as the “securities”). We may offer the securities directly, through agents, or to or through underwriters by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices and may include “at the market” (“ATM”) offerings, to or through a market maker or into an existing trading market on an exchange or otherwise. In January 2023, we established a dividend reinvestment and stock purchase plan, allowing stockholders and holders of OP Units (including LTIP Units) to purchase shares of our common stock by reinvesting cash dividends or distributions received. We completed the following public offerings (including ATM issuances) of our common stock in 2022 and 2023: Date/Period Common Stock Shares Price Per Share (1) Net Proceeds (2) (amounts in millions, except per share amounts) Q1 2022 ATM 1.050 $ 48.14 $ 50 Q2 2022 ATM 0.731 38.91 28 Q3 2022 ATM 1.346 36.85 49 Q4 2022 ATM 1.996 31.41 62 Q1 2023 ATM 0.763 31.31 24 5/30/2023 Public Offering 15.000 22.23 333 Q2 2023 ATM 0.053 26.07 1 Q3 2023 ATM 4.394 24.71 107 Q4 2023 ATM 1.006 28.81 29 (1) Represents the average price per share at which investors in our ATM offerings purchased our shares. (2) Net proceeds from the offerings are shown after deducting underwriting discounts, commissions and other offering costs. Equity-based Compensation Awards We have 7,500,000 awards authorized for issuance under our current equity-based compensation plan. As of December 31, 2023, we have issued awards with service, performance and market conditions and have 6,340,415 awards remaining available for issuance. During the year ended December 31, 2023, our Board awarded employees and directors 765,767 shares of restricted stock, restricted stock units, and LTIP Units that vest from 2024 to 2027. Refer to Note 4 for background on the LTIP Units. A summary of equity-based compensation expense and the fair value of shares and LTIP Units vested on the vesting date for the years ended December 31, 2023, 2022, and 2021 is shown below. 2023 2022 2021 (in millions) Equity-based compensation expense $ 18 $ 20 $ 17 Fair value of awards vested on vesting date 11 34 44 The total unrecognized compensation expense related to awards of shares of restricted stock, restricted stock units, and LTIP Units was approximately $20 million as of December 31, 2023. We expect to recognize compensation expense related to these awards over a weighted-average term of approximately 2 years. A summary of the unvested shares of restricted common stock that have been issued is as follows: Restricted Shares of Weighted Average Grant Date Fair Value Value (per share) (in millions) Ending Balance—December 31, 2021 193,548 $ 38.66 $ 7.5 Granted 71,911 37.32 2.7 Vested (93,646) 46.46 (4.3) Forfeited (3,361) 46.83 (0.2) Ending Balance—December 31, 2022 168,452 $ 33.59 $ 5.7 Granted 77,938 30.03 2.3 Vested (98,367) 29.18 (2.9) Forfeited (12,356) 42.74 (0.5) Ending Balance—December 31, 2023 135,667 $ 33.90 $ 4.6 A summary of the unvested shares of restricted stock units that have market-based vesting conditions that have been issued is as follows: Restricted Stock Units (1) Weighted Average Grant Date Fair Value Value (per share) (in millions) Ending Balance—December 31, 2021 78,366 $ 35.32 $ 2.8 Granted 24,790 58.77 1.5 Incremental performance shares granted 39,730 25.12 1.0 Vested (79,460) 25.12 (2.1) Forfeited (5,022) 49.00 (0.2) Ending Balance—December 31, 2022 58,404 $ 51.03 $ 3.0 Granted 63,446 39.29 2.4 Incremental performance shares granted 7,305 34.63 0.3 Vested (18,041) 35.17 (0.6) Forfeited (16,460) 30.90 (0.5) Ending Balance—December 31, 2023 94,654 $ 48.42 $ 4.6 (1) As discussed in Note 2, restricted stock units with market-based vesting conditions can vest between 0% and 200% subject to both the absolute performance of our common stock as well as relative performance compared to a group of peers. The incremental performance shares granted relate to the vesting of an award at the 200% level. A summary of the unvested LTIP Units that have time-based vesting conditions that have been issued is as follows: LTIP Units (1) Weighted Average Grant Date Fair Value Value (per share) (in millions) Ending Balance—December 31, 2021 384,046 $ 43.15 $ 16.6 Granted 174,340 44.08 7.7 Vested (279,123) 44.64 (12.5) Forfeited (2,497) 46.08 (0.1) Ending Balance—December 31, 2022 276,766 $ 42.21 $ 11.7 Granted 342,349 30.08 10.3 Vested (142,041) 39.21 (5.5) Forfeited — — — Ending Balance—December 31, 2023 477,074 $ 34.40 $ 16.5 (1) See Note 4 for information on the vesting of LTIP Units. A summary of the unvested LTIP Units that have market-based vesting conditions that have been issued is as follows: LTIP Units (1) Weighted Average Grant Date Fair Value Value (per share) (in millions) Ending Balance—December 31, 2021 347,478 $ 31.61 $ 11.0 Granted 125,550 54.77 6.9 Incremental performance shares granted 149,000 26.70 4.0 Vested (298,000) 26.70 (8.0) Forfeited — — — Ending Balance—December 31, 2022 324,028 $ 42.84 $ 13.9 Granted 282,034 39.29 11.1 Incremental performance shares granted 40,394 19.94 0.8 Vested (96,496) 19.94 (1.9) Forfeited (56,102) 4.56 (0.3) Ending Balance—December 31, 2023 493,858 $ 47.76 $ 23.6 (1) See Note 4 for information on the vesting of LTIP Units. LTIP Units with market-based vesting conditions can vest between 0% and 200% subject to both the absolute performance of our common stock as well as relative performance compared to a group of peers. The incremental performance shares granted relate to the vesting of awards at the actual performance level. NOL Stockholder Rights Plan In 2023, we entered into a Tax Benefits Preservation Plan (“The Plan”), which is designed to protect our tax benefits in connection with any "ownership change" within the meaning of Section 382 of the Internal Revenue Code of 1986. Under the Plan, we declared a dividend distribution of one right (a “Right”) for each outstanding share of our common stock to be paid to all record holders of our common stock at the close of business on November 21, 2023. The Plan is intended to reduce the risk that our ability to use net operating losses ("NOLs") and certain other Tax Benefits will become substantially limited as the result of an “ownership change”. Pursuant to the Plan, if a stockholder (or group) becomes a 5% stockholder without meeting certain exceptions, the Rights become exercisable upon board approval and entitle stockholders (other than the 5% stockholder or group causing the rights to become exercisable) to purchase additional of our common shares at a significant discount, resulting in significant dilution in the economic interest and voting power of the 5% stockholder or group causing the Rights to become exercisable. Stockholders owning 5% or more of our outstanding shares at the time the Plan was adopted were grandfathered and will only cause the Rights to distribute and become exercisable if they acquire any additional HASI shares. Under the Plan, the Board has the ability to determine in its sole discretion that any person shall not be deemed an acquiring person and therefore that the Rights shall not become exercisable if such person becomes a 5% stockholder. The adoption of the Plan and the dividend distribution will not have an impact on our consolidated financial statements. |
Earnings per Share of Common St
Earnings per Share of Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share of Common Stock | Earnings per Share of Common Stock The net income or loss attributable to the non-controlling OP units have been excluded from the basic earnings per share and the diluted earnings per share calculations attributable to common stockholders. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are excluded from net income available to common stockholders in the computation of earnings per share pursuant to the two-class method. Certain share-based awards are included in the diluted share count to the extent they are dilutive as discussed in Note 2. To the extent our Convertible Notes are dilutive under the if-converted method, we add back the interest expense to the numerator and include the weighted average shares of potential common stock over the period issuable upon conversion of the note in the denominator in calculating dilutive EPS as described in Note 2. The computation of basic and diluted earnings per common share of our common stock is as follows: Year ended December 31, Numerator: 2023 2022 2021 (dollars in millions, except share and per share data) Net income (loss) attributable to controlling stockholders and participating securities $ 148.8 $ 41.5 $ 126.6 Less: Dividends and distributions to participating securities (1.0) (0.7) (0.9) Undistributed earnings attributable to participating securities — — — Net income (loss) attributable to controlling stockholders $ 147.8 $ 40.8 $ 125.7 Add: Interest expense related to convertible notes under the if-converted method 7.5 1.4 6.3 Net income (loss) attributable to controlling stockholders—diluted $ 155.3 $ 42.2 $ 132.0 Denominator: Weighted-average number of common shares—basic 101,844,551 87,500,799 79,992,922 Weighted-average number of common shares—diluted 109,467,554 90,609,329 87,671,641 Basic earnings per common share $ 1.45 $ 0.47 $ 1.57 Diluted earnings per common share $ 1.42 $ 0.47 $ 1.51 Securities being allocated a portion of earnings: Weighted-average number of OP units 1,314,182 1,002,002 485,013 Participating securities: Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions outstanding at period end 612,742 445,218 577,594 Potentially dilutive securities as of period end that were not dilutive for the presented periods: Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions 612,742 445,218 577,594 Restricted stock units 94,654 38,222 16,348 LTIP Units with market-based vesting conditions 493,858 211,824 86,274 Potential shares of common stock related to convertible notes 3,549,083 3,537,460 — |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments During the years ended December 31, 2023, 2022, and 2021 we recognized income of $141 million, $31 million, and $126 million respectively, from our equity method investments. We describe our accounting for the non-controlling equity investments in Note 2. The following is a summary of the consolidated balance sheets and income statements of the entities in which we have a significant equity method investment. These amounts are presented on the underlying investees’ accounting basis. In certain instances, adjustment to these equity values may be necessary in order to reflect our basis in these investments, for reasons including but not limited to the investees reporting to us being on a cost basis rather than a fair value basis or due to our allocations under HLBV differing from our purchase price of the investment. As described in Note 2, any difference between the amount of our investment and the amount of our share of underlying equity is generally amortized over the life of the assets and liabilities to which the differences relate. Our basis in equity method investments exceeds the basis reported to us by our investees by an aggregate amount of $284 million, and $531 million, as of December 31, 2023 and 2022, respectively. Daggett Renewable HoldCo LLC Other Investments (1) Total Balance Sheet in millions As of September 30, 2023 Current assets $ 142 $ 1,114 $ 1,256 Total assets 782 16,420 17,202 Current liabilities 131 875 1,006 Total liabilities 548 7,799 8,347 Members’ equity 234 8,621 8,855 As of December 31, 2022 Current assets — 692 692 Total assets — 14,702 14,702 Current liabilities — 822 822 Total liabilities — 6,836 6,836 Members’ equity — 7,866 7,866 Income Statement For the nine months ended September 30, 2023 Revenue 7 737 744 Income (loss) from continuing operations 16 (110) (94) Net income (loss) 16 (110) (94) For the year ended December 31, 2022 Revenue — 528 528 Income (loss) from continuing operations — (406) (406) Net income (loss) — (406) (406) For the year ended December 31, 2021 Revenue — 183 183 Income (loss) from continuing operations — (589) (589) Net income (loss) — (589) (589) (1) Represents aggregated financial statement information for investments not separately presented. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Defined Contribution Plan We administer a 401(k) savings plan, a defined contribution plan covering substantially all of our employees. Employees in the plan may contribute up to the maximum annual IRS limit before taxes via payroll deduction. Under the plan, we provide a dollar for dollar match for the first 4% of the employee’s contributions and a $0.50 per dollar match for the next 2% of employee contributions. We contributed approximately $1 million under the plan for the years ended December 31, 2023 and 2022, and less than $1 million during the year ended December 31 2021. |
Schedule II - Valuation And Qua
Schedule II - Valuation And Qualifying Accounts | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation And Qualifying Accounts | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS ALLOWANCE FOR CREDIT LOSSES For the year ended December 31, 2023 2022 2021 (in thousands) Balance at beginning of period $ 41,024 $ 36,253 $ 35,757 Charged to provision 11,832 12,798 496 Loan charge-offs — (8,027) — Balance at end of period $ 52,856 $ 41,024 $ 36,253 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and such differences could be material. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations and cash flows have been included. Certain amounts in the prior years have been reclassified to conform to the current year presentation. The consolidated financial statements include our accounts and controlled subsidiaries, including the Operating Partnership. All material intercompany transactions and balances have been eliminated in consolidation. |
Consolidation | Consolidation We account for our investments in entities that are considered voting interest entities or variable interest entities (“VIEs”) under ASC 810 and assess on an ongoing basis whether we should consolidate these entities. We have established various special purpose entities or securitization trusts for the purpose of securitizing certain assets that are not consolidated in our financial statements as described below in Securitization of Financial Assets. Since we have assessed that we have power over and receive the benefits from those special purpose entities that are formed for the purpose of holding our assets on our balance sheet, we have concluded we are the primary beneficiary and should consolidate these entities under the provisions of ASC 810. We also have certain subsidiaries we deem to be voting interest entities that we control through our ownership of voting interests and accordingly consolidate. Certain of our equity method investments were determined to be interests in VIEs in which we are not the primary beneficiary, as we do not direct the significant activities of these entities, and thus we account for those investments as Equity Method Investments as discussed below. Our maximum exposure to loss through these investments is typically limited to their recorded values. However, we may provide financial commitments to these VIEs or guarantee certain of their obligations. Certain other entities in which we have equity investments have been assessed to be voting interest entities and as we exert significant influence rather than control through our ownership of voting interests, we do not consolidate them and thus account for them as equity method investments described below. |
Equity Method Investments | Equity Method Investments We have made equity investments, typically in structures where we have a preferred return position. These investments are typically owned in holding companies (using limited liability companies (“LLCs”) taxed as partnerships) where we partner with either the operator of the project or other institutional investors. We share in the cash flows, income, and tax attributes according to a negotiated schedule which typically does not correspond with our ownership percentages. Investors, if any, in a preferred return position typically receive a priority distribution of all or a portion of the project’s cash flows, and in some cases, tax attributes. Once the preferred return, if applicable, is achieved, the partnership “flips” and common equity investors, often the operator of the project, receive a larger portion of the cash flows, with the previously preferred investors retaining an on-going residual interest. Our equity investments in climate solutions projects are accounted for under the equity method of accounting. Under the equity method of accounting, the carrying value of these equity method investments is determined based on amounts we invested, adjusted for the equity in earnings or losses of the investee allocated based on the LLC agreement, less distributions received. For the LLC agreements that contain preferences with regard to cash flows from operations, capital events and liquidation, we reflect our share of profits and losses by determining the difference between our claim on the investee’s reported book value at the beginning and the end of the period, which is adjusted for distributions received and contributions made. This claim is calculated as the amount we would receive if the investee were to liquidate all of its assets at the recorded amounts determined in accordance with GAAP and distribute the resulting cash to creditors and investors in accordance with their respective priorities. This method is referred to as the hypothetical liquidation at book value method (“HLBV”). Our exposure to loss in these investments is limited to the amount of our equity investment, as well as receivables from or guarantees made to the same investee. Any difference between the amount of our investment and the amount of underlying equity in net assets at the time of our investment is generally amortized over the life of the assets and liabilities to which the difference relates. Cash distributions received from each equity method investment are classified as operating activities to the extent of cumulative earnings for each investment in our consolidated statements of cash flows. Our initial investment and additional cash distributions beyond the amounts that are classified as operating activities are classified as investing activities in our consolidated statements of cash flows. We typically recognize earnings one quarter in arrears for certain of these investments to allow for the receipt of financial information. |
Commercial and Government Receivables | Commercial and Government Receivables Commercial and government receivables (“receivables”) include project loans and receivables. These receivables are separately presented in our balance sheet to illustrate the differing nature of the credit risk related to these assets. Unless otherwise noted, we generally have the ability and intent to hold our receivables for the foreseeable future and accordingly we classify them as held for investment. Our ability and intent to hold certain receivables may change from time to time depending on a number of factors including economic, liquidity and capital market conditions. At inception of the arrangement, the carrying value of receivables held for investment represents the present value of the note, lease or other payments, net of any unearned fee income, which is recognized as income over the term of the note or lease using the effective interest method. Receivables that are held for investment are carried at amortized cost, net of any unamortized acquisition premiums or discounts and include origination and acquisition costs, as applicable. Our initial investment and principal repayments of these receivables are classified as investing activities and the interest collected is classified as operating activities in our consolidated statements of cash flows. Receivables that we intend to sell in the short-term are classified as held-for-sale and are carried at the lower of amortized cost or fair value on our balance sheet, which is assessed on an individual asset basis. The purchases and proceeds from receivables that we intend to sell at origination are classified as operating activities in our consolidated statements of cash flows. Interest collected is classified as an operating activity in our consolidated statements of cash flows. Receivables from certain projects are subordinate to preferred investors in a project who are allocated the majority of such project’s cash in the early years of the investment. Accordingly, such receivables may include the ability to defer scheduled interest payments in exchange for increasing our receivable balance. We generally accrue this paid-in-kind (“PIK”) interest when collection is expected and cease accruing PIK interest if there is insufficient value to support the accrual or we expect that any portion of the principal or interest due is not collectible. The change in PIK in any period is included in Change in accrued interest on receivables and investments in the operating section of our statement of cash flows. We evaluate our receivables for an allowance as determined under ASC Topic 326 Financial Instruments- Credit Losses (“Topic 326”) and for our internally derived asset performance categories included in Note 6 to our financial statements on at least a quarterly basis and more frequently when economic or other conditions warrant such an evaluation. When a receivable becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service all of its debt or other obligations, we will generally consider the receivable delinquent or impaired and place the receivable on non-accrual status and cease recognizing income from that receivable until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a receivable’s status significantly improves regarding the debtor’s ability to service the debt or other obligations, we will remove it from non-accrual status. |
Real Estate | Real Estate Real estate consists of land or other real property and its related lease intangibles, net of any amortization. Our real estate is generally leased to tenants on a triple net lease basis, whereby the tenant is responsible for all operating expenses relating to the property, generally including property taxes, insurance, maintenance, repairs and capital expenditures. Certain real estate transactions may be characterized as “failed sale-leaseback” transactions as defined under ASC Topic 842, Leases , and thus are accounted for as financing transactions similarly to our commercial receivables as described above in Government and Commercial Receivables. For our real estate lease transactions that are classified as operating leases, the scheduled rental revenue typically varies during the lease term and thus rental income is recognized on a straight-line basis, unless there is considerable risk as to collectability, so as to produce a constant periodic rent over the term of the lease. Accrued rental income is the aggregate difference between the scheduled rents that vary during the lease term and the income recognized on a straight-line basis and is recorded in other assets. Expenses, if any, related to the ongoing operation of leases where we are the lessor are charged to operations as incurred. Our initial investment is classified as investing activities and income collected for rental income is classified as operating activities in our consolidated statements of cash flows. When our real estate transactions are treated as an asset acquisition with an operating lease, we typically record our real estate purchases at cost, including acquisition and closing costs, which is allocated to each tangible and intangible asset acquired on a relative fair value basis. The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land, building and tenant improvements, if any, based on the determination of the fair values of these assets. The as-if-vacant fair value of a property is typically determined by management based on appraisals by a qualified appraiser. In determining the fair value of the identified intangibles of an acquired property, above-market and below-market in-place lease values are valued based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases, and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease, including renewal periods reasonably certain of being exercised by the lessee. The capitalized off-market lease values are amortized as an adjustment of rental income over the term used to value the intangible. We also record, as appropriate, an intangible asset for in-place leases. The value of the leases in place at the time of the transaction is equal to the potential income lost if the leases were not in place. The amortization of this intangible occurs over the initial term unless management believes that it is reasonably certain that the tenant would exercise the renewal option, in which case the amortization would extend through the renewal period. If a lease were to be terminated, all unamortized amounts relating to that lease would be written off. |
Investments | Investments Investments are debt securities that meet the criteria of ASC 320, Investments-Debt and Equity Securities . We have designated our debt securities as available-for-sale and carry these securities at fair value on our balance sheet. Unrealized gains and losses, to the extent not considered to be credit related, on available-for-sale debt securities are recorded as a component of accumulated other comprehensive income (“AOCI”) in equity on our balance sheet. When a security is sold, we reclassify the AOCI to earnings based on specific identification. Our initial investment and principal repayments of these investments are classified as investing activities and the interest collected is classified as operating activities in our consolidated statements of cash flows. We evaluate our investments for impairment on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Our impairment assessment is a subjective process requiring the use of judgments and assumptions. Accordingly, we regularly evaluate the extent and impact of any credit deterioration associated with the financial and operating performance and value of the underlying project. We consider several qualitative and quantitative factors in our assessment. The primary factor in our assessment is the current fair value of the security, while other factors include changes in the credit rating, performance of the underlying project, key terms of the transaction, the value of any collateral and any support provided by the sponsor or guarantor. To the extent that we have identified an impairment for a security, intend to hold the investment to maturity, and do not expect that we will be required to sell the security prior to recovery of the amortized cost basis, we will recognize only the credit component of the unrealized loss in earnings by recording an allowance against the amortized cost of the asset as required by Topic 326. We determine the credit component using the difference between the security’s amortized cost basis and the present value of its expected future cash flows, discounted using the effective interest method or its estimated collateral value. Any remaining unrealized loss due to factors other than credit is recorded in AOCI. To the extent we hold investments with a fair value less than the amortized cost and we have made the decision to sell the security or it is more likely than not that we will be required to sell the security prior to recovery of its amortized cost basis, we recognize the entire portion of the impairment in earnings. |
Securitization of Assets | Securitization of Assets We have established various special purpose entities or securitization trusts for the purpose of securitizing certain financial assets. We determined that the trusts used in securitizations are VIEs, as defined in ASC 810. When we conclude that we are not the primary beneficiary of certain trusts because we do not have power over those trusts’ significant activities, we do not consolidate the trust. We typically serve as primary or master servicer of these trusts; however, as the servicer, we do not have the power to make significant decisions impacting the performance of the trusts. We account for transfers of financial assets to these securitization trusts as sales pursuant to ASC 860, Transfers and Servicing (“ASC 860”), when we have concluded the transferred assets have been isolated from the transferor (i.e., put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership) and we have surrendered control over the transferred assets. When we are unable to conclude that we have been sufficiently isolated from the securitized financial assets, we treat such trusts as secured borrowings, retaining the assets on our balance sheet and recording the amounts due to the trust investor as non-recourse debt. Transfers of non-financial assets are accounted for under ASC 610-20, Gains and Losses from the Derecognition of Non-financial Assets , and those transfers are accounted for as sales when we have concluded that we have transferred control of the non-financial asset. For transfers treated as sales under ASC 860, we have received true-sale-at-law and non-consolidation legal opinions for all of our securitization trust structures to support our conclusion regarding the transferred financial assets. When we sell financial assets in securitizations, we generally retain interests in the form of servicing rights and residual assets, which we refer to as securitization assets. Gain or loss on the sale of assets is calculated based on the excess of the proceeds received from the securitization (less any transaction costs) plus any retained interests obtained over the cost basis of the assets sold. For retained interests, we generally estimate fair value based on the present value of future expected cash flows using our best estimates of the key assumptions of anticipated losses, prepayment rates, and current market discount rates commensurate with the risks involved. Cash flows related to our securitizations at origination are classified as operating activities in our consolidated statements of cash flows. We initially account for all separately recognized servicing assets and servicing liabilities at fair value and subsequently measure such servicing assets and liabilities using the amortization method. Servicing assets and liabilities are amortized in proportion to, and over the period of, estimated net servicing income with servicing income recognized as earned. We assess servicing assets for impairment at each reporting date. If the amortized cost of servicing assets is greater than the estimated fair value, we will recognize an impairment in net income. We account for our other retained interests in securitized financial assets, the residual assets, similar to available-for-sale debt securities and carry at fair value with changes in fair value recorded in AOCI pursuant to ASC 325-40, Beneficial Interests in Securitized Financial Assets |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include short-term government securities, certificates of deposit and money market funds, all of which had an original maturity of three months or less at the date of purchase. These securities are carried at their purchase price, which approximates fair value. |
Restricted Cash | Restricted Cash Restricted cash includes cash and cash equivalents set aside with certain lenders primarily to support obligations outstanding as of the balance sheet dates. Restricted cash is reported as part of other assets in our consolidated balance sheets. Refer to Note 3 to our financial statements in this Form 10-K for disclosure of the balances of restricted cash included in other assets. |
Convertible Notes | Convertible Notes We have issued convertible and exchangeable senior unsecured notes (together, “Convertible Notes”) that are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options , and ASC 815, Derivatives and Hedging (“ASC 815”) . Under ASC 815, issuers of certain convertible or exchangeable debt instruments are generally required to separately account for the conversion or exchange option of the debt instrument as either a derivative or equity, unless it meets the scope exemption for contracts indexed to, and settled in, an issuer’s own equity. Since our conversion or exchange options are both |
Derivative Financial Instruments | Derivative Financial Instruments We use derivative financial instruments, including interest rate swaps and collars, to manage, or hedge, our interest rate risk exposures associated with new debt issuances and anticipated refinancings of existing debt, to manage our exposure to fluctuations in interest rates on floating-rate debt, and to optimize the mix of our fixed and floating-rate debt. Our objective is to reduce the impact of changes in interest rates on our results of operations and cash flows. The fair values of our interest rate derivatives designated and qualifying as effective cash flow hedges are reflected in our consolidated balance sheets as a component of other assets (if in an unrealized asset position) or accounts payable, accrued expenses and other (if in an unrealized liability position) and in net unrealized gains and losses in AOCI as described below. The cash settlements of our interest rate swaps, if any, are classified as operating activities in our consolidated statements of cash flows. The interest rate derivatives we use are intended to be designated as cash flow hedges and are considered highly effective in reducing our exposure to the interest rate risk that they are designated to hedge. This effectiveness is required in order to qualify for hedge accounting. Instruments that meet the required hedging criteria are formally designated as hedging instruments at the inception of the derivative contract. Derivatives are recorded at fair value. If a derivative is designated as a cash flow hedge and meets the highly effective threshold, the change in the fair value of the derivative is recorded in AOCI, net of associated deferred income tax effects and is recognized in earnings at the same time as the hedged item. For any derivative instruments not designated as hedging instruments, changes in fair value would be recognized in earnings in the period that the change occurs. We assess, both at the inception of the hedge and on an ongoing basis, whether the derivatives designated as cash flow hedges are highly effective in offsetting the changes in cash flows of the hedged items. We do not hold derivatives for trading purposes. Any collateral posted or received as credit support against derivative positions are netted against those derivatives in our balance sheets. When our collateral account with any particular counterparty is in a liability position, we include inflows and outflows related to those collateral postings within financing activities in our statement of cash flows. When our collateral account with any particular counterparty is in an asset position, we include inflows and outflows related to those collateral postings within investing activities in our statement of cash flows. Interest rate derivative contracts contain a credit risk that counterparties may be unable to fulfill the terms of the agreement. We attempt to minimize that risk by evaluating the creditworthiness of our counterparties, who are limited to major banks and financial institutions, and do not anticipate nonperformance by the counterparties due to their requirement to post collateral. |
Income Taxes | Income Taxes We elected and qualified to be taxed as a REIT for U.S. federal income tax purposes, commencing with our taxable year ended December 31, 2013 through our taxable year ended December 31, 2023. We have revoked our REIT status effective January 1, 2024, and beginning in taxable year 2024 will be taxed as a C Corporation. For tax years 2023 and prior, we had taxable REIT subsidiaries (“TRS”) that were taxed separately, and that were generally be subject to U.S. federal, state, and local income taxes as well as taxes of foreign jurisdictions, if any. To qualify as a REIT, we were required to meet on an ongoing basis several organizational and operational requirements, including a requirement that we distribute at least 90% of our REIT’s net taxable income before dividends paid, excluding capital gains, to our stockholders each year. As a REIT, for tax years ended December 31, 2023 and earlier, we were not subject to U.S. federal corporate income tax on that portion of net income that was distributed to our owners in accordance with the REIT rules. Subsequent to our REIT status revocation, all of our net taxable income is subject to U.S. federal and state income tax at the applicable corporate tax rate, and dividends paid to stockholders are no longer tax deductible. We account for income taxes under ASC 740, Income Taxes (“ASC 740”) for tax years 2024 and later, and for our TRS for tax years 2023 and earlier, using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. We evaluate any deferred tax assets for valuation allowances based on an assessment of available evidence including sources of taxable income, prior years taxable income, any existing taxable temporary differences and our future investment and business plans that may give rise to taxable income. We treat any tax credits we receive from our equity investments in renewable energy projects as reductions of federal income taxes of the year in which the credit arises. Any deferred tax impacts resulting from transfers of assets to or from our TRS were recorded as an adjustment to additional paid-in capital, as it is a transfer amongst entities under common control. We apply ASC 740 with respect to how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. This guidance requires the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. We are required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes U.S. federal and certain states. |
Equity-Based Compensation | Equity-Based Compensation We have adopted equity incentive plans which provide for grants of stock options, stock appreciation rights, restricted stock units, shares of restricted common stock, phantom shares, dividend equivalent rights, long-term incentive-plan units (“LTIP Units”) and other restricted limited partnership units issued by our Operating Partnership and other equity-based awards. From time to time, we may grant equity or equity-based awards as compensation to our independent directors, employees, advisors, consultants and other personnel. Certain awards earned under each plan are based on achieving various performance targets, which are generally earned between 0% and 200% of the initial target, depending on the extent to which the performance target is met. In addition to performance targets, income or gain must be allocated by our Operating Partnership to certain LTIP Units issued by our Operating Partnership so that the capital accounts of such units are equalized with the capital accounts of other holders of OP units before parity is reached and LTIP Units can be converted to limited partnership units. We record compensation expense for grants made in accordance with ASC 718, Compensation—Stock Compensation . We record compensation expense for unvested grants that vest solely based on service conditions on a straight-line basis over the vesting period of the entire award based upon the fair market value of the grant on the date of grant. Fair market value for restricted common stock is based on our share price on the date of grant. For awards where the vesting is contingent upon achievement of certain performance targets, compensation expense is measured based on the fair market value on the grant date and is recorded over the requisite service period (which includes the performance period). Actual performance results at the end of the performance period determines the number of shares that will ultimately be awarded. We have also issued awards where the vesting is contingent upon service being provided for a defined period and certain market conditions being met. The fair value of these awards, as measured at the grant date, is recognized over the requisite service period, even if the market conditions are not met. The grant date fair value of these awards was developed by an independent appraiser using a Monte Carlo simulation. Forfeitures of unvested awards are recognized as they occur. We have a retirement policy that provides for full vesting at retirement of any time-based awards that were granted prior to the date of retirement and permits the vesting of performance-based awards that were granted prior to the date of retirement according to the original vesting schedule of the award, subject to the achievement of the applicable performance measures and without the requirement for continued employment. Employees are eligible for the retirement policy upon meeting age and years of service criteria. We record compensation expense for unvested grants through the date in which an employee meets the retirement criteria. |
Earnings Per Share | Earnings Per Share We compute earnings per share of common stock in accordance with ASC 260, Earnings Per Share . Basic earnings per share is calculated by dividing net income attributable to controlling stockholders (after consideration of the earnings allocated to unvested grants, if applicable) by the weighted-average number of shares of common stock outstanding during the period excluding the weighted average number of unvested grants, if applicable (“participating securities” as defined in Note 12 to our financial statements in this Form 10-K). Diluted earnings per share is calculated by dividing net income attributable to controlling stockholders (after consideration of the earnings allocated to unvested grants, if applicable) by the weighted-average number of shares of common stock outstanding during the period plus other potential common stock instruments if they are dilutive. Other potentially dilutive common stock instruments include our unvested restricted stock, other equity-based awards, and Convertible Notes. The restricted stock and other equity-based awards are included if they are dilutive using the treasury stock method. The treasury stock method assumes that theoretical proceeds received for future service provided is used to purchase shares of treasury stock at the average market price per share of common stock, which is deducted from the total shares of potential common stock included in the calculation. When unvested grants are dilutive, the earnings allocated to these dilutive unvested grants are not deducted from the net income attributable to controlling stockholders when calculating diluted earnings per share. The Convertible Notes are included if they are dilutive using the if-converted method, which removes interest expense related to the Convertible Notes from the net income attributable to controlling stockholders and includes the |
Segment Reporting | Segment Reporting We manage our business as a single portfolio and report all of our activities as one business segment. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU No. 2023-07 amended the existing segment reporting requirements by requiring disclosure of the significant segment expenses based on how management internally views segment information and by allowing the disclosure of more than one measure of segment profit or loss, as well as by expanding the interim period segment requirements. The ASU also requires single-reportable segment entities to report the disclosures required under ASC Topic 280, Segment Reporting . ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Upon adoption of ASU No. 2023-07, we will provide the disclosures required by ASC Topic 280, Segment Reporting. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value and Carrying Value of Financial Assets and Liabilities | The tables below illustrate the estimated fair value of our financial instruments on our balance sheet. Unless otherwise discussed below, fair value for our Level 2 and Level 3 measurements is measured using a discounted cash flow model, contractual terms and inputs which consist of base interest rates and spreads over base rates which are based upon market observation and recent comparable transactions. An increase in these inputs would result in a lower fair value and a decline would result in a higher fair value. Our Senior Unsecured Notes (as defined below) and Convertible Notes are valued using a market based approach and observable prices. The receivables held-for-sale, if any, are carried at the lower of cost or fair value, as determined on an individual asset basis. As of December 31, 2023 Fair Carrying Level (in millions) Assets Commercial receivables $ 2,647 $ 2,983 Level 3 Government receivables 86 91 Level 3 Receivables held-for-sale 36 35 Level 3 Investments (1) 7 7 Level 3 Securitization residual assets (2) 219 219 Level 3 Derivative assets 10 10 Level 2 Liabilities (3) Credit facilities $ 401 $ 401 Level 3 Commercial paper notes 30 30 Level 3 Term loan facilities 736 736 Level 3 Non-recourse debt 158 162 Level 3 Senior unsecured notes 2,251 2,337 Level 2 Convertible notes 2025 Exchangeable Senior Notes 202 211 Level 2 2028 Exchangeable Senior Notes 481 408 Level 2 Total Convertible Notes 683 619 Level 2 Derivative liabilities 9 9 Level 2 (1) The amortized cost of our investments as of December 31, 2023, was $8 million. (2) Included in securitization assets on the consolidated balance sheet. The amortized cost of our securitization residual assets as of December 31, 2023, was $258 million. (3) Fair value and carrying value exclude unamortized financing costs. As of December 31, 2022 Fair Carrying Level (in millions) Assets Commercial receivables $ 1,859 $ 1,887 Level 3 Government receivables 96 103 Level 3 Receivables held-for-sale 92 85 Level 3 Investments (1) 10 10 Level 3 Securitization residual assets (2) 177 177 Level 3 Liabilities (3) Credit facilities $ 51 $ 51 Level 3 Commercial paper notes — — Level 3 Term loan facilities 384 384 Level 3 Non-recourse debt 402 442 Level 3 Senior unsecured notes 1,546 1,784 Level 2 Convertible notes: 2023 Convertible Senior Notes 137 143 Level 2 2025 Convertible Senior Notes 185 206 Level 2 Total Convertible Notes 322 349 Level 2 (1) The amortized cost of our investments as of December 31, 2022, was $12 million. (2) Included in securitization assets on the consolidated balance sheet. The amortized cost of our securitization residual assets as of December 31, 2022, was $224 million. (3) Fair value and carrying value exclude unamortized financing costs. |
Schedule of Securitization Residual Assets | The following table reconciles the beginning and ending balances for our Level 3 securitization residual assets that are carried at fair value on a recurring basis, with changes in fair value recorded through AOCI: For the year ended 2023 2022 (in millions) Balance, beginning of period $ 177 $ 210 Accretion of securitization residual assets 14 17 Additions to securitization residual assets 37 29 Collections of securitization residual assets (17) (16) Sales of securitization residual assets — — Unrealized gains (losses) on securitization residual assets recorded in OCI 11 (63) Provision for loss on securitization residual assets (3) — Balance, end of period $ 219 $ 177 |
Schedule of Securitization Residual Assets in Unrealized Loss Position | The following table illustrates our securitization residual assets in an unrealized loss position: Estimated Fair Value Unrealized Losses (1) Count of Assets Assets with a loss shorter than 12 months Assets with a loss longer than 12 months Assets with a loss shorter than 12 months Assets with a loss longer than 12 months Assets with a loss shorter than 12 months Assets with a loss longer than 12 months (in millions) December 31, 2023 $ 24 $ 164 $ 0.3 $ 41 11 66 December 31, 2022 118 51 27 22 66 12 (1) Other than as discussed in Note 5, loss positions are due to interest rates movements and is not indicative of credit deterioration. We have the intent and ability to hold these investments until a recovery of fair value. |
Schedule of Cash Deposits Subject to Credit Risk | We had cash deposits that are subject to credit risk as shown below: December 31, 2023 2022 (in millions) Cash deposits $ 63 $ 156 Restricted cash deposits (included in other assets) 12 20 Total cash deposits $ 75 $ 176 Amount of cash deposits in excess of amounts federally insured $ 63 $ 174 |
Securitization of Financial A_2
Securitization of Financial Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Transfers and Servicing [Abstract] | |
Schedule of Certain Transactions with Securitization Trusts | The following summarizes certain transactions with securitization trusts: As of and for the year ended December 31, 2023 2022 2021 (in millions) Gains on securitizations $ 69 $ 57 $ 68 Cost of financial assets securitized 559 500 810 Proceeds from securitizations 628 557 878 Residual and servicing assets 219 117 210 Cash received from residual and servicing assets 20 20 18 |
Schedule Of Allowance For Loss On Securitization Residual Assets | The following table reconciles our beginning and ending allowance for loss on securitization residual assets: Commercial Government (in millions) Beginning balance - December 31, 2021 $ — $ — Provision for loss on securitization asset — — Provision recorded on purchase of a credit deteriorated asset — — Write-off of allowance — — Recovery of allowance — — Ending balance - December 31, 2022 $ — $ — Provision for loss on securitization asset 3 — Provision recorded on purchase of a credit deteriorated asset — — Write-off of allowance — — Recovery of allowance — — Ending balance - December 31, 2023 $ 3 $ — |
Our Portfolio (Tables)
Our Portfolio (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments [Abstract] | |
Schedule of Analysis of Portfolio Performance Ratings | The following is an analysis of the Performance Ratings of our Portfolio as of December 31, 2023, which is assessed quarterly: Portfolio Performance Commercial Government 1 (1) 2 (2) 3 (3) 1 (1) Total Receivable vintage (4) (dollars in millions) 2023 $ 877 $ — $ — $ — $ 877 2022 978 — — — 978 2021 294 — — — 294 2020 168 — — — 168 2019 398 — — — 398 Prior to 2019 318 — — 91 409 Total receivables held-for-investment 3,033 — — 91 3,124 Less: Allowance for loss on receivables (50) — — — (50) Net receivables held-for-investment (5) 2,983 — — 91 3,074 Receivables held-for-sale 32 — — 3 35 Investments 5 — — 2 7 Real estate 111 — — — 111 Equity method investments (6) 2,930 36 — — 2,966 Total $ 6,061 $ 36 $ — $ 96 $ 6,193 Percent of Portfolio 97 % 1 % — % 2 % 100 % (1) This category includes our assets where based on our credit criteria and performance to date we believe that our risk of not receiving our invested capital remains low. (2) This category includes our assets where based on our credit criteria and performance to date we believe there is a moderate level of risk to not receiving some or all of our invested capital. (3) This category includes our assets where based on our credit criteria and performance to date, we believe there is substantial doubt regarding our ability to recover some or all of our invested capital. Loans in this category are placed on non-accrual status. (4) Receivable vintage refers to the period in which the relevant loan agreement is signed, and a given vintage may contain loan advances made in periods subsequent to the period in which the loan agreement was signed. (5) Total reconciles to the total of the government receivables and commercial receivables lines of the consolidated balance sheets (6) |
Schedule of Carrying Value, Expected Loan Funding Commitments, and Allowance by Type of Receivable | Below is a summary of the carrying value, expected loan funding commitments, and allowance by type of receivable or “Portfolio Segment,” as defined by Topic 326, as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Gross Carrying Value Loan Funding Commitments Allowance Gross Carrying Value Loan Funding Commitments Allowance (in millions) Commercial (1) $ 3,033 $ 423 $ 50 $ 1,928 $ 256 $ 41 Government (2) 91 — — 103 — — Total $ 3,124 $ 423 $ 50 $ 2,031 $ 256 $ 41 (1) As of December 31, 2023, this category of assets include $1.5 billion of mezzanine loans made on a non-recourse basis to special purpose subsidiaries of residential solar companies which hold residential solar assets where we rely on certain limited indemnities, warranties, and other obligations of the residential solar companies or their other subsidiaries. Risk characteristics of our commercial receivables include a project’s operating risks, which include the impact of the overall economic environment, the climate solutions sector, the effect of local, industry, and broader economic factors, the impact of any variation in weather and trends in interest rates. We use assumptions related to these risks to estimate an allowance using a discounted cash flow analysis or the PD/LGD method as discussed in Note 2. All of our commercial receivables are included in Performance Rating 1 in the Portfolio Performance table above. For those assets in Performance Rating 1, the credit worthiness of the obligor combined with the various structural protections of our assets cause us to believe we have a low risk we will not receive our invested capital, however we recorded a $50 million allowance on these $3.0 billion in assets as a result of lower probability assumptions utilized in our allowance methodology. (2) As of December 31, 2023, our government receivables include $10 million of U.S. federal government transactions and $81 million of transactions where the ultimate obligors are state or local governments. Risk characteristics of our government receivables include the energy savings or the power output of the projects and the ability of the government obligor to generate revenue for debt service, via taxation or other means. Transactions may have guarantees of energy savings or other performance support from third-party service providers, which typically are entities, directly or whose ultimate parent entity is, rated investment grade by an independent rating agency. All of our government receivables are included in Performance Rating 1 in the Portfolio Performance table above. Our allowance for government receivables is primarily calculated by using PD/LGD methods as discussed in Note 2. Our expectation of credit losses for these receivables is immaterial given the high credit-quality of the obligors. The following table reconciles our beginning and ending allowance for loss on receivables by Portfolio Segment for the year ended December 31, 2023: Commercial Government (in millions) Beginning balance - December 31, 2021 $ 36 $ — Provision for loss on receivables 13 — Write-off of allowance (8) — Ending balance - December 31, 2022 41 — Provision for loss on receivables 9 — Write-off of allowance — — Ending balance - December 31, 2023 $ 50 $ — |
Schedule of Anticipated Maturity Dates of Receivables and Investments and Weighted Average Yield | The following table provides a summary of our anticipated maturity dates of our receivables and the weighted average yield for each range of maturities as of December 31, 2023: Total Less than 1 1-5 years 5-10 years More than 10 (dollars in millions) Maturities by period (excluding allowance) $ 3,124 $ 1 $ 553 $ 1,317 $ 1,253 Weighted average yield by period 8.4 % 6.5 % 8.9 % 8.5 % 8.0 % |
Schedule of Components of Real Estate Portfolio | The components of our real estate portfolio as of December 31, 2023 and 2022, were as follows: December 31, 2023 2022 (in millions) Real estate Land $ 97 $ 269 Lease intangibles 22 104 Accumulated amortization of lease intangibles (8) (20) Real estate $ 111 $ 353 |
Schedule of Future Amortization Expenses Related to Intangible Assets and Future Minimum Rental Payments under Land Lease Agreements | As of December 31, 2023, the future amortization expense of the intangible assets and the future minimum rental income payments under our land lease agreements are as follows: Year Ending December 31, Future Minimum (in millions) 2024 $ 1 $ 24 2025 1 24 2026 1 24 2027 1 25 2028 1 25 Thereafter 9 673 Total $ 14 $ 795 |
Schedule of Equity Method Investments | As of December 31, 2023, we held the following equity method investments: Investee Carrying Value (in millions) Jupiter Equity Holdings, LLC $ 538 Lighthouse Partnerships (1) 903 Other equity method investments 1,525 Total equity method investments $ 2,966 (1) Represents the total of five equity investments in a portfolio of a renewable energy projects discussed below. The following is a summary of the consolidated balance sheets and income statements of the entities in which we have a significant equity method investment. These amounts are presented on the underlying investees’ accounting basis. In certain instances, adjustment to these equity values may be necessary in order to reflect our basis in these investments, for reasons including but not limited to the investees reporting to us being on a cost basis rather than a fair value basis or due to our allocations under HLBV differing from our purchase price of the investment. As described in Note 2, any difference between the amount of our investment and the amount of our share of underlying equity is generally amortized over the life of the assets and liabilities to which the differences relate. Our basis in equity method investments exceeds the basis reported to us by our investees by an aggregate amount of $284 million, and $531 million, as of December 31, 2023 and 2022, respectively. Daggett Renewable HoldCo LLC Other Investments (1) Total Balance Sheet in millions As of September 30, 2023 Current assets $ 142 $ 1,114 $ 1,256 Total assets 782 16,420 17,202 Current liabilities 131 875 1,006 Total liabilities 548 7,799 8,347 Members’ equity 234 8,621 8,855 As of December 31, 2022 Current assets — 692 692 Total assets — 14,702 14,702 Current liabilities — 822 822 Total liabilities — 6,836 6,836 Members’ equity — 7,866 7,866 Income Statement For the nine months ended September 30, 2023 Revenue 7 737 744 Income (loss) from continuing operations 16 (110) (94) Net income (loss) 16 (110) (94) For the year ended December 31, 2022 Revenue — 528 528 Income (loss) from continuing operations — (406) (406) Net income (loss) — (406) (406) For the year ended December 31, 2021 Revenue — 183 183 Income (loss) from continuing operations — (589) (589) Net income (loss) — (589) (589) (1) Represents aggregated financial statement information for investments not separately presented. |
Schedule of Related Party Transactions | The following table provides additional detail on these related party transactions: For the year ended December 31, 2023 2022 2021 (in millions) Interest income from related party loans $ 68 $ 60 $ 54 Additional investments made in related party loans 324 164 324 Principal collected from related party loans 36 87 71 Interest collected from related party loans 62 64 53 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Asset-Backed Non-Recourse Debt and Bank Loans | We have outstanding the following asset-backed non-recourse debt and bank loans: Outstanding Interest Rate Maturity Date Anticipated Carrying Value of Description of Assets 2023 2022 2023 2022 (dollars in millions) HASI Sustainable Yield Bond 2015-1A $ 68 $ 73 4.28 % October 2034 $ — $ 136 $ 136 Receivables, real estate, real estate intangibles, and restricted cash HASI SYB Trust 2016-2 51 56 4.35 % April 2037 — 57 63 Receivables and restricted cash HASI SYB Trust 2017-1 — (1) 141 3.86 % March 2042 — — 231 Receivables, real estate, real estate intangibles, and restricted cash Lannie Mae Series 2019-1 — (1) 90 3.68 % January 2047 — — 120 Receivables, real estate, real estate intangibles, and restricted cash Other non-recourse debt (2) 43 82 3.15% - 7.23% 2024 to 2032 17 46 82 Receivables Unamortized financing costs (2) (9) Non-recourse debt (3) $ 160 $ 433 (1) In 2023, contractual terms of these non-recourse debt agreements were modified, which caused us to deconsolidate the entities holding such debt and its related pledged collateral. (2) Other non-recourse debt consists of various debt agreements used to finance certain of our receivables. Scheduled debt service payment requirements are equal to or less than the cash flows received from the underlying receivables. (3) The total collateral pledged against our non-recourse debt was $239 million and $632 million as of December 31, 2023 and December 31, 2022, respectively, which includes $11 million and $20 million of restricted cash that was pledged for debt service as of December 31, 2023 and December 31, 2022, respectively. |
Schedule of Minimum Maturities of Non-Recourse Debt | The stated minimum maturities of non-recourse debt as of December 31, 2023, were as follows: Year Ending December 31, Future minimum (in millions) 2024 $ 17 2025 19 2026 14 2027 21 2028 18 Thereafter 73 Total minimum maturities 162 Unamortized financing costs (2) Total non-recourse debt $ 160 Principal and interest payments which were due under the term loan facility as of December 31, 2023 are as follows: Year Ending December 31, Future maturities (in millions) 2024 $ 30 2025 505 2026 — Total $ 535 Less: Unamortized financing costs (5) Carrying Value $ 530 Year Ending December 31, Future maturities (in millions) 2024 $ 3 2025 11 2026 13 2027 12 2028 162 Total 201 Less: Unamortized Financing Costs (4) Carrying Value $ 197 |
Summarized of Terms of Senior Unsecured Notes | The following are summarized terms of the Senior Unsecured Notes: Outstanding Principal Amount Maturity Date Stated Interest Rate Interest Payment Dates Redemption Terms Modification Date (in millions) 2025 Notes 400 April 15, 2025 6.000 % April 15 and October 15 N/A 2026 Notes 1,000 June 15, 2026 3.375 % June 15 and December 15 March 15, 2026 (1) 2027 Notes 550 (3) June 15, 2027 8.000 % June 15 and December 15 March 15, 2027 (2) 2030 Notes 375 (4) September 15, 2030 3.750 % February 15 and August 15 N/A (1) Prior to this date, we may redeem, at our option, some or all of the 2026 Notes for the outstanding principal amount plus the applicable “make-whole” premium as defined in the indenture governing the 2026 Notes plus accrued and unpaid interest through the redemption date. In addition, prior to this date, we may redeem up to 40% of the Senior Unsecured Notes using the proceeds of certain equity offerings at a price equal to par plus the coupon percentage of the principal amount thereof, plus accrued but unpaid interest, if any, to, but excluding, the applicable redemption date. On, or subsequent to, this date we may redeem the 2026 Notes in whole or in part at redemption prices defined in the indenture governing the 2026 Notes, plus accrued and unpaid interest though the redemption date. (2) Prior to this date, we may redeem, at our option, some or all of the 2027 Notes for the outstanding principal amount plus the applicable “make-whole” premium as defined in the indenture governing the 2027 Notes plus accrued and unpaid interest through the redemption date. In addition, prior to this date, we may redeem up to 40% of the Senior Unsecured Notes using the proceeds of certain equity offerings at a price equal to par plus the coupon percentage of the principal amount thereof, plus accrued but unpaid interest, if any, to, but excluding, the applicable redemption date. On, or subsequent to, this date we may redeem the 2027 Notes in whole or in part at a price equal to 100% of the principal amount, plus accrued and unpaid interest though the redemption date. (3) In January 2024, we issued additional 2027 Notes with a principal amount of $200 million for net proceeds of $204 million, equivalent to a yield to maturity of 7.08%. (4) We issued the $375 million aggregate principal amount of the 2030 Notes for total proceeds of $371 million ($367 million net of issuance costs) at an effective interest rate of 3.87%. We may redeem the 2025 or 2030 Notes in whole or in part at redemption prices defined in the indenture governing the 2025 Notes or 2030 Notes, plus accrued and unpaid interest though the redemption date. The following table presents a summary of the components of the Senior Unsecured Notes: As of and for the year ended December 31, 2023 2022 (in millions) Principal $ 2,325 $ 1,775 Accrued interest 15 12 Unamortized premium (discount) (3) (3) Less: Unamortized financing costs (18) (16) Carrying value of Senior Unsecured Notes $ 2,319 $ 1,768 Interest expense $ 80 $ 77 |
Schedule of Components of Convertible Notes | The following are summarized terms of the Convertible Notes as of December 31, 2023: Outstanding Principal Amount Maturity Date Stated Interest Rate Interest Payment Dates Conversion/Exchange Ratio Conversion/ Exchange Price Issuable Shares Dividend Threshold Amount (1) (in millions) (in millions) 2023 Convertible Senior Notes — (2) August 15, 0.000 % N/A 20.8643 $47.93 — $0.340 2025 Exchangeable Senior Notes 200 (3) May 1, 0.000 % N/A 17.7454 $56.35 3.5 $0.375 2028 Exchangeable Senior Notes 403 August 15, 3.750 % February 15 and August 15 36.8494 $27.14 14.8 $0.395 (1) The conversion ratio is subject to adjustment for dividends declared above these amounts per share per quarter and certain other events that may be dilutive to the holder. (2) These Notes were settled in 2023 using proceeds of the 2028 Exchangeable Senior Notes. (3) The 2025 Exchangeable Senior Notes accrete to a premium at maturity equal to 3.25% per annum. The current balance including accreted premium is $221 million. The following table presents a summary of the components of our Convertible Notes: As of and for the year ended December 31, 2023 2022 (in millions) Principal $ 603 $ 344 Accrued interest 6 — Premium 11 5 Less: Unamortized financing costs (10) (5) Carrying value of Convertible Senior Notes $ 610 $ 344 Interest expense $ 9 $ 7 |
Schedule Of Material Terms For Capped Calls | The material terms of the Capped Calls are as follows: (in millions except per share data) Aggregate cost of capped calls $ 38 Initial strike price per share $ 27.14 Initial cap price per share $ 43.42 Shares of our common stock covered by the capped calls 14.8 Expiration date August 15, 2028 |
Schedule of Interest Rate Swaps | In connection with several of our long-term borrowings, including floating-rate loans from our unsecured term loan facility, our secured term loan, unsecured revolving credit facility, and the anticipated refinancings of certain of our Senior Unsecured Notes we have entered into the following interest rate swaps derivative transactions in 2023 that are designated as cash flow hedges as of December 31, 2023: Instrument Type Index Hedged Rate Fair Value as of Notional Value as of Term December 31, 2023 December 31, 2023 Interest Rate Swap 1 month SOFR 3.79 % $ (12) $ 400 March 2023 to March 2033 Interest Rate Swap Overnight SOFR 2.98 % 7 400 June 2026 to June 2033 Interest Rate Swap Overnight SOFR 3.09 % 7 600 June 2026 to June 2033 Interest Rate Swap Overnight SOFR 3.08 % 8 400 April 2025 to April 2035 Interest Rate Collar 1 month SOFR 3.70% - 4.00% (1) — 250 May 2023 to May 2026 Interest Rate Swap Overnight SOFR 4.41 % (4) 85 September 2023 to June 2033 Interest Rate Swap Overnight SOFR 4.39 % (2) 43 September 2023 to June 2033 Interest Rate Swap Overnight SOFR 4.42 % (2) 43 September 2023 to June 2033 (1) Interest rate collar consists of a purchased interest rate cap of 4.00% and a written interest rate floor of 3.70%. |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation Between Statutory Rates and Effective Tax Rates | Below is a reconciliation between the federal statutory rates and our effective tax rates for the years ended December 31: 2023 2022 2021 Federal statutory income tax rate 21 % 21 % 21 % Changes in rate resulting from: Share-based compensation 2 % 11 % (4) % Equity method investments (6) % (9) % (1) % Recognition of deferred tax liability from REIT revocation 18 % — % — % REIT benefit / dividends paid deduction (14) % (32) % (8) % Other 2 % 5 % 4 % Valuation allowance (6) % 19 % — % Effective tax rate 17 % 15 % 12 % |
Schedule of Deferred Tax Assets (Liabilities) | Deferred tax assets (liabilities) include the following as of December 31: 2023 2022 (in millions) Net operating loss (NOL) carryforwards $ 163 $ 114 Tax credit carryforwards 31 21 Share-based compensation 6 3 Other 4 1 Valuation allowance — (10) Gross deferred tax assets 204 129 Receivables basis difference $ (57) $ (20) Equity method investments (224) (153) Gross deferred tax liabilities (281) (173) Net deferred tax liabilities $ (77) $ (44) |
Schedule of Cash Dividends Paid for Federal Income Tax Purposes | For federal income tax purposes, the cash dividends paid for the years ended December 31, 2023 and 2022 are characterized as follows: 2023 2022 Common distributions Ordinary income 52 % 31 % Return of capital 6 % 69 % Capital gain dividend 42 % — % 100 % 100 % |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Dividends Declared by Board of Directors | Our Board declared the following dividends in 2022, 2023, and 2023: Announced Date Record Date Pay Date Amount per share 2/17/2022 04/4/2022 04/11/2022 $ 0.375 5/3/2022 07/5/2022 07/12/2022 0.375 8/4/2022 10/4/2022 10/11/2022 0.375 11/3/2022 12/28/2022 (1) 01/6/2023 0.375 02/16/2023 04/3/2023 04/10/2023 0.395 05/4/2023 07/5/2023 07/12/2023 0.395 08/3/2023 10/4/2023 10/11/2023 0.395 11/2/2023 12/29/2023 (1) 01/12/2024 0.395 02/15/2024 04/5/2024 04/19/2024 0.415 (1) These dividends are treated as distributions in the following year for tax purposes. |
Schedule of Common Stock Public Offerings and ATM | We completed the following public offerings (including ATM issuances) of our common stock in 2022 and 2023: Date/Period Common Stock Shares Price Per Share (1) Net Proceeds (2) (amounts in millions, except per share amounts) Q1 2022 ATM 1.050 $ 48.14 $ 50 Q2 2022 ATM 0.731 38.91 28 Q3 2022 ATM 1.346 36.85 49 Q4 2022 ATM 1.996 31.41 62 Q1 2023 ATM 0.763 31.31 24 5/30/2023 Public Offering 15.000 22.23 333 Q2 2023 ATM 0.053 26.07 1 Q3 2023 ATM 4.394 24.71 107 Q4 2023 ATM 1.006 28.81 29 (1) Represents the average price per share at which investors in our ATM offerings purchased our shares. (2) Net proceeds from the offerings are shown after deducting underwriting discounts, commissions and other offering costs. |
Schedule of Equity-based Compensation Expense and Fair Value of Shares Vested on Vesting Date | A summary of equity-based compensation expense and the fair value of shares and LTIP Units vested on the vesting date for the years ended December 31, 2023, 2022, and 2021 is shown below. 2023 2022 2021 (in millions) Equity-based compensation expense $ 18 $ 20 $ 17 Fair value of awards vested on vesting date 11 34 44 A summary of the unvested LTIP Units that have time-based vesting conditions that have been issued is as follows: LTIP Units (1) Weighted Average Grant Date Fair Value Value (per share) (in millions) Ending Balance—December 31, 2021 384,046 $ 43.15 $ 16.6 Granted 174,340 44.08 7.7 Vested (279,123) 44.64 (12.5) Forfeited (2,497) 46.08 (0.1) Ending Balance—December 31, 2022 276,766 $ 42.21 $ 11.7 Granted 342,349 30.08 10.3 Vested (142,041) 39.21 (5.5) Forfeited — — — Ending Balance—December 31, 2023 477,074 $ 34.40 $ 16.5 (1) See Note 4 for information on the vesting of LTIP Units. A summary of the unvested LTIP Units that have market-based vesting conditions that have been issued is as follows: LTIP Units (1) Weighted Average Grant Date Fair Value Value (per share) (in millions) Ending Balance—December 31, 2021 347,478 $ 31.61 $ 11.0 Granted 125,550 54.77 6.9 Incremental performance shares granted 149,000 26.70 4.0 Vested (298,000) 26.70 (8.0) Forfeited — — — Ending Balance—December 31, 2022 324,028 $ 42.84 $ 13.9 Granted 282,034 39.29 11.1 Incremental performance shares granted 40,394 19.94 0.8 Vested (96,496) 19.94 (1.9) Forfeited (56,102) 4.56 (0.3) Ending Balance—December 31, 2023 493,858 $ 47.76 $ 23.6 (1) See Note 4 for information on the vesting of LTIP Units. LTIP Units with market-based vesting conditions can vest between 0% and 200% subject to both the absolute performance of our common stock as well as relative performance compared to a group of peers. The incremental performance shares granted relate to the vesting of awards at the actual performance level. |
Schedule of Unvested Shares of Restricted Common Stock | A summary of the unvested shares of restricted common stock that have been issued is as follows: Restricted Shares of Weighted Average Grant Date Fair Value Value (per share) (in millions) Ending Balance—December 31, 2021 193,548 $ 38.66 $ 7.5 Granted 71,911 37.32 2.7 Vested (93,646) 46.46 (4.3) Forfeited (3,361) 46.83 (0.2) Ending Balance—December 31, 2022 168,452 $ 33.59 $ 5.7 Granted 77,938 30.03 2.3 Vested (98,367) 29.18 (2.9) Forfeited (12,356) 42.74 (0.5) Ending Balance—December 31, 2023 135,667 $ 33.90 $ 4.6 A summary of the unvested shares of restricted stock units that have market-based vesting conditions that have been issued is as follows: Restricted Stock Units (1) Weighted Average Grant Date Fair Value Value (per share) (in millions) Ending Balance—December 31, 2021 78,366 $ 35.32 $ 2.8 Granted 24,790 58.77 1.5 Incremental performance shares granted 39,730 25.12 1.0 Vested (79,460) 25.12 (2.1) Forfeited (5,022) 49.00 (0.2) Ending Balance—December 31, 2022 58,404 $ 51.03 $ 3.0 Granted 63,446 39.29 2.4 Incremental performance shares granted 7,305 34.63 0.3 Vested (18,041) 35.17 (0.6) Forfeited (16,460) 30.90 (0.5) Ending Balance—December 31, 2023 94,654 $ 48.42 $ 4.6 (1) As discussed in Note 2, restricted stock units with market-based vesting conditions can vest between 0% and 200% subject to both the absolute performance of our common stock as well as relative performance compared to a group of peers. The incremental performance shares granted relate to the vesting of an award at the 200% level. |
Earnings per Share of Common _2
Earnings per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Common Share of Common Stock | The computation of basic and diluted earnings per common share of our common stock is as follows: Year ended December 31, Numerator: 2023 2022 2021 (dollars in millions, except share and per share data) Net income (loss) attributable to controlling stockholders and participating securities $ 148.8 $ 41.5 $ 126.6 Less: Dividends and distributions to participating securities (1.0) (0.7) (0.9) Undistributed earnings attributable to participating securities — — — Net income (loss) attributable to controlling stockholders $ 147.8 $ 40.8 $ 125.7 Add: Interest expense related to convertible notes under the if-converted method 7.5 1.4 6.3 Net income (loss) attributable to controlling stockholders—diluted $ 155.3 $ 42.2 $ 132.0 Denominator: Weighted-average number of common shares—basic 101,844,551 87,500,799 79,992,922 Weighted-average number of common shares—diluted 109,467,554 90,609,329 87,671,641 Basic earnings per common share $ 1.45 $ 0.47 $ 1.57 Diluted earnings per common share $ 1.42 $ 0.47 $ 1.51 Securities being allocated a portion of earnings: Weighted-average number of OP units 1,314,182 1,002,002 485,013 Participating securities: Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions outstanding at period end 612,742 445,218 577,594 Potentially dilutive securities as of period end that were not dilutive for the presented periods: Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions 612,742 445,218 577,594 Restricted stock units 94,654 38,222 16,348 LTIP Units with market-based vesting conditions 493,858 211,824 86,274 Potential shares of common stock related to convertible notes 3,549,083 3,537,460 — |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | As of December 31, 2023, we held the following equity method investments: Investee Carrying Value (in millions) Jupiter Equity Holdings, LLC $ 538 Lighthouse Partnerships (1) 903 Other equity method investments 1,525 Total equity method investments $ 2,966 (1) Represents the total of five equity investments in a portfolio of a renewable energy projects discussed below. The following is a summary of the consolidated balance sheets and income statements of the entities in which we have a significant equity method investment. These amounts are presented on the underlying investees’ accounting basis. In certain instances, adjustment to these equity values may be necessary in order to reflect our basis in these investments, for reasons including but not limited to the investees reporting to us being on a cost basis rather than a fair value basis or due to our allocations under HLBV differing from our purchase price of the investment. As described in Note 2, any difference between the amount of our investment and the amount of our share of underlying equity is generally amortized over the life of the assets and liabilities to which the differences relate. Our basis in equity method investments exceeds the basis reported to us by our investees by an aggregate amount of $284 million, and $531 million, as of December 31, 2023 and 2022, respectively. Daggett Renewable HoldCo LLC Other Investments (1) Total Balance Sheet in millions As of September 30, 2023 Current assets $ 142 $ 1,114 $ 1,256 Total assets 782 16,420 17,202 Current liabilities 131 875 1,006 Total liabilities 548 7,799 8,347 Members’ equity 234 8,621 8,855 As of December 31, 2022 Current assets — 692 692 Total assets — 14,702 14,702 Current liabilities — 822 822 Total liabilities — 6,836 6,836 Members’ equity — 7,866 7,866 Income Statement For the nine months ended September 30, 2023 Revenue 7 737 744 Income (loss) from continuing operations 16 (110) (94) Net income (loss) 16 (110) (94) For the year ended December 31, 2022 Revenue — 528 528 Income (loss) from continuing operations — (406) (406) Net income (loss) — (406) (406) For the year ended December 31, 2021 Revenue — 183 183 Income (loss) from continuing operations — (589) (589) Net income (loss) — (589) (589) (1) Represents aggregated financial statement information for investments not separately presented. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Government and Commercial Receivables (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Financing receivable, past due period | 90 days |
Reasonable forecast period | 2 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Equity-Based Compensation (Details) - Restricted Stock Units | 12 Months Ended |
Dec. 31, 2023 | |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance target rate | 0% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance target rate | 200% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Accounting Policies [Abstract] | |
Number of segment reported | 1 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Investments | $ 7,165 | $ 10,200 |
Liabilities | ||
Commercial paper notes | 30,196 | 192 |
Level 3 | ||
Liabilities | ||
Amortized cost of investments | 8,000 | 12,000 |
Amortized cost of securitization assets | 258,000 | 224,000 |
Fair Value | Level 3 | ||
Assets | ||
Receivables held-for-sale | 36,000 | 92,000 |
Investments | 7,000 | 10,000 |
Securitization residual assets | 219,000 | 177,000 |
Liabilities | ||
Credit facilities | 401,000 | 51,000 |
Commercial paper notes | 30,000 | 0 |
Non-recourse debt | 736,000 | 384,000 |
Fair Value | Level 3 | Non-recourse | ||
Liabilities | ||
Non-recourse debt | 158,000 | 402,000 |
Fair Value | Level 3 | Commercial receivables | ||
Assets | ||
Receivables | 2,647,000 | 1,859,000 |
Fair Value | Level 3 | Government receivables | ||
Assets | ||
Receivables | 86,000 | 96,000 |
Fair Value | Level 2 | ||
Assets | ||
Derivative assets | 10,000 | |
Liabilities | ||
Senior unsecured notes | 2,251,000 | 1,546,000 |
Derivative Liability | 9,000 | |
Fair Value | Level 2 | Convertible Notes | ||
Liabilities | ||
Convertible notes | 683,000 | 322,000 |
Fair Value | Level 2 | 2023 Convertible Senior Notes | ||
Liabilities | ||
Convertible notes | 137,000 | |
Fair Value | Level 2 | 2025 Exchangeable Senior Notes | ||
Liabilities | ||
Convertible notes | 202,000 | 185,000 |
Fair Value | Level 2 | 2028 Exchangeable Senior Notes | ||
Liabilities | ||
Convertible notes | 481,000 | |
Carrying Value | Level 3 | ||
Assets | ||
Receivables held-for-sale | 35,000 | 85,000 |
Investments | 7,000 | 10,000 |
Securitization residual assets | 219,000 | 177,000 |
Liabilities | ||
Credit facilities | 401,000 | 51,000 |
Commercial paper notes | 30,000 | 0 |
Non-recourse debt | 736,000 | 384,000 |
Carrying Value | Level 3 | Non-recourse | ||
Liabilities | ||
Non-recourse debt | 162,000 | 442,000 |
Carrying Value | Level 3 | Commercial receivables | ||
Assets | ||
Receivables | 2,983,000 | 1,887,000 |
Carrying Value | Level 3 | Government receivables | ||
Assets | ||
Receivables | 91,000 | 103,000 |
Carrying Value | Level 2 | ||
Assets | ||
Derivative assets | 10,000 | |
Liabilities | ||
Senior unsecured notes | 2,337,000 | 1,784,000 |
Derivative Liability | 9,000 | |
Carrying Value | Level 2 | Convertible Notes | ||
Liabilities | ||
Convertible notes | 619,000 | 349,000 |
Carrying Value | Level 2 | 2023 Convertible Senior Notes | ||
Liabilities | ||
Convertible notes | 143,000 | |
Carrying Value | Level 2 | 2025 Exchangeable Senior Notes | ||
Liabilities | ||
Convertible notes | 211,000 | $ 206,000 |
Carrying Value | Level 2 | 2028 Exchangeable Senior Notes | ||
Liabilities | ||
Convertible notes | $ 408,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Level 3 Investments at Fair Value (Details) - Level 3 - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Securitization residual assets | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Provision for loss on securitization residual assets | $ (3) | $ 0 |
Securitization residual assets | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | 177 | 210 |
Accretion of securitization residual assets | 14 | 17 |
Additions to securitization residual assets | 37 | 29 |
Collections of securitization residual assets | (17) | (16) |
Sales of securitization residual assets | 0 | 0 |
Unrealized gains (losses) on securitization residual assets recorded in OCI | 11 | (63) |
Balance, end of period | $ 219 | $ 177 |
Fair Value Measurements - Inves
Fair Value Measurements - Investments in Unrealized Loss Position (Details) - Securitization residual assets $ in Millions | Dec. 31, 2023 USD ($) security | Dec. 31, 2022 USD ($) security |
Estimated Fair Value | ||
Assets with a loss shorter than 12 months | $ 24 | $ 118 |
Assets with a loss longer than 12 months | 164 | 51 |
Unrealized Losses | ||
Assets with a loss shorter than 12 months | 0.3 | 27 |
Assets with a loss longer than 12 months | $ 41 | $ 22 |
Count of Assets | ||
Assets with a loss shorter than 12 months | security | 11 | 66 |
Assets with a loss longer than 12 months | security | 66 | 12 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Level 3 - Securitization residual assets | Dec. 31, 2023 | Dec. 31, 2022 |
Risk free interest rate | Minimum | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investments, measurement input | 0.01 | 0.01 |
Risk free interest rate | Maximum | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investments, measurement input | 0.06 | 0.06 |
Discount rate | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investments, measurement input | 0.066 | 0.068 |
Fair Value Measurements - Cash
Fair Value Measurements - Cash Deposits Subject to Credit Risk (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Cash deposits | $ 62,632 | $ 155,714 |
Restricted cash deposits (included in other assets) | 12,000 | 20,000 |
Total cash deposits | 75,000 | 176,000 |
Amount of cash deposits in excess of amounts federally insured | $ 63,000 | $ 174,000 |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | ||
Outstanding OP units held by outside limited partners (percent, less than) | 1% | |
Exchange of operating partnership units to common stock (in shares) | 0 | 2,777 |
Capital account balance | $ 0 |
Securitization of Financial A_3
Securitization of Financial Assets - Certain Transactions with Securitization Trusts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Assumption, Date of Securitization or Asset-backed Financing Arrangement, Transferor's Continuing Involvement, Servicing Assets or Liabilities [Line Items] | |||
Gains on securitizations | $ 43,542 | $ 28,614 | $ 48,332 |
Securitized assets | |||
Fair Value Assumption, Date of Securitization or Asset-backed Financing Arrangement, Transferor's Continuing Involvement, Servicing Assets or Liabilities [Line Items] | |||
Gains on securitizations | 69,000 | 57,000 | 68,000 |
Cost of financial assets securitized | 559,000 | 500,000 | 810,000 |
Proceeds from securitizations | 628,000 | 557,000 | 878,000 |
Residual and servicing assets | 219,000 | 117,000 | 210,000 |
Cash received from residual and servicing assets | $ 20,000 | $ 20,000 | $ 18,000 |
Securitization of Financial A_4
Securitization of Financial Assets - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Pledged | Non-recourse | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Gain on deconsolidation | $ 19,000,000 | ||
Securitized assets | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Annual servicing fees (up to) | 0.25% | ||
Managed assets | $ 12,300,000,000 | $ 9,800,000,000 | |
Securitization credit losses | 0 | 0 | $ 0 |
Receivable from contracts | 108,000,000 | ||
Securitized assets | Unconsolidated securitization trusts | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Managed assets | 6,100,000,000 | 5,500,000,000 | |
Securitized assets | Investor | Asset Management Arrangement | Unconsolidated securitization trusts | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Managed assets | $ 5,600,000,000 | $ 5,300,000,000 | |
Securitized assets | Discount rate | Minimum | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Discount rates to determine fair market value of underlying assets | 0.056 | ||
Securitized assets | Discount rate | Maximum | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Discount rates to determine fair market value of underlying assets | 0.095 |
Securitization of Financial A_5
Securitization of Financial Assets - Schedule Of Allowance For Loss On Securitization Residual Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable From Securitization Allowance For Credit Loss [Roll Forward] | |||
Beginning balance | $ 0 | ||
Provision for loss on securitization asset | 11,832 | $ 12,798 | $ 496 |
Ending balance | 3,000 | 0 | |
Securitized assets | Commercial receivables | |||
Accounts Receivable From Securitization Allowance For Credit Loss [Roll Forward] | |||
Beginning balance | 0 | 0 | |
Provision for loss on securitization asset | 3,000 | 0 | |
Provision recorded on purchase of a credit deteriorated asset | 0 | 0 | |
Write-off of allowance | 0 | 0 | |
Recovery of allowance | 0 | 0 | |
Ending balance | 3,000 | 0 | 0 |
Securitized assets | Government receivables | |||
Accounts Receivable From Securitization Allowance For Credit Loss [Roll Forward] | |||
Beginning balance | 0 | 0 | |
Provision for loss on securitization asset | 0 | 0 | |
Provision recorded on purchase of a credit deteriorated asset | 0 | 0 | |
Write-off of allowance | 0 | 0 | |
Recovery of allowance | 0 | 0 | |
Ending balance | $ 0 | $ 0 | $ 0 |
Our Portfolio - Additional Info
Our Portfolio - Additional Information (Details) | 12 Months Ended | |||
Jul. 01, 2020 USD ($) committee_member project GW | Dec. 31, 2023 USD ($) committee_member partnership GW | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Equity method investments, receivables, real estate and investments | $ 6,200,000,000 | |||
Allowance for loss on receivables | 50,000,000 | $ 41,000,000 | ||
Receivable with a performance rating of 3 | 3,124,000,000 | 2,031,000,000 | ||
Equity method investments | $ 2,966,305,000 | 1,869,712,000 | ||
Equity Method Investee | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Debt term | 10 years | |||
Jupiter Equity Holdings, LLC | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Portfolio of renewable energy projects, power | GW | 2.3 | |||
Total contribution | $ 562,000,000 | |||
Working capital loan | $ 10,000,000 | $ 58,000,000 | ||
Project, weighted average contract life | 13 years | |||
Distribution percent | 49% | |||
Review committee | committee_member | 4 | |||
Distribution allocation percent | 33% | |||
Equity method investments | $ 538,000,000 | |||
Jupiter Equity Holdings, LLC | Sponsor | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Distribution allocation percent | 67% | |||
Jupiter Equity Holdings, LLC | Company | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Review committee | committee_member | 2 | |||
Jupiter Equity Holdings, LLC | Sponsor | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Review committee | committee_member | 2 | |||
Jupiter Equity Holdings, LLC | Onshore Wind Projects | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Number of projects owned | project | 9 | |||
Jupiter Equity Holdings, LLC | Solar Projects | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Number of projects owned | project | 4 | |||
Jupiter Equity Holdings, LLC | Jupiter Equity Holdings, LLC | Class A Units | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Ownership percent | 100% | |||
The Lighthouse Partnerships | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Portfolio of renewable energy projects, power | GW | 1.6 | |||
Working capital loan | $ 17,000,000 | |||
Project, weighted average contract life | 15 years | |||
Review committee | committee_member | 4 | |||
Number of partnerships | partnership | 5 | |||
Preferred cash equity interest investment | $ 800,000,000 | |||
The Lighthouse Partnerships | Expected investment | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Additional capital contributions | $ 85,000,000 | |||
The Lighthouse Partnerships | Company | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Review committee | committee_member | 2 | |||
The Lighthouse Partnerships | Sponsor | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Review committee | committee_member | 2 | |||
Other equity method investments | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Equity method investments | $ 1,525,000,000 | |||
Other Equity Method Investments After Deconsolildation | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Equity method investments | 155,000,000 | |||
Credit Facilities | Secured Debt | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Principal amount | 300,000,000 | |||
Remaining borrowing amount | $ 277,000,000 | |||
Current interest rate | 10.10% | |||
Commercial receivables | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Allowance for loss on receivables | $ 50,000,000 | 41,000,000 | $ 36,000,000 | |
Provision for loss on receivables | 9,000,000 | 13,000,000 | ||
Receivable with a performance rating of 3 | 3,033,000,000 | 1,928,000,000 | ||
Receivables | 2,983,170,000 | $ 1,887,483,000 | ||
Commercial receivables | Equity Method Investee | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Equity method investments | 824,000,000 | |||
Receivables | 995,000,000 | |||
Commercial receivables | Performance Rating 3 | ||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||
Equity method investments, receivables, real estate and investments | 0 | |||
Allowance for loss on receivables | 0 | |||
Receivable with a performance rating of 3 | 0 | |||
Equity method investments | 0 | |||
Receivables | $ 0 |
Our Portfolio - Schedule of Ana
Our Portfolio - Schedule of Analysis of Portfolio Performance Ratings (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financing Receivable, Credit Quality Indicator [Line Items] | |||
Total receivables held-for-investment | $ 3,124,000 | $ 2,031,000 | |
Less: Allowance for loss on receivables | (50,000) | (41,000) | |
Receivables held-for-sale | 35,299 | 85,254 | |
Investments | 7,165 | 10,200 | |
Equity method investments | 2,966,305 | 1,869,712 | |
Total | 6,200,000 | ||
Commercial receivables | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
Total receivables held-for-investment | 3,033,000 | 1,928,000 | |
Less: Allowance for loss on receivables | (50,000) | (41,000) | $ (36,000) |
Net receivables held-for-investment | 2,983,170 | 1,887,483 | |
Commercial receivables | 1 | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
2023 | 877,000 | ||
2022 | 978,000 | ||
2021 | 294,000 | ||
2020 | 168,000 | ||
2019 | 398,000 | ||
Prior to 2019 | 318,000 | ||
Total receivables held-for-investment | 3,033,000 | ||
Less: Allowance for loss on receivables | (50,000) | ||
Net receivables held-for-investment | 2,983,000 | ||
Receivables held-for-sale | 32,000 | ||
Investments | 5,000 | ||
Real estate | 111,000 | ||
Equity method investments | 2,930,000 | ||
Total | $ 6,061,000 | ||
Commercial receivables | 1 | Portfolio | Credit concentration | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
Percent of Portfolio | 97% | ||
Commercial receivables | 2 | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
2023 | $ 0 | ||
2022 | 0 | ||
2021 | 0 | ||
2020 | 0 | ||
2019 | 0 | ||
Prior to 2019 | 0 | ||
Total receivables held-for-investment | 0 | ||
Less: Allowance for loss on receivables | 0 | ||
Net receivables held-for-investment | 0 | ||
Receivables held-for-sale | 0 | ||
Investments | 0 | ||
Real estate | 0 | ||
Equity method investments | 36,000 | ||
Total | $ 36,000 | ||
Commercial receivables | 2 | Portfolio | Credit concentration | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
Percent of Portfolio | 1% | ||
Commercial receivables | 3 | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
2023 | $ 0 | ||
2022 | 0 | ||
2021 | 0 | ||
2020 | 0 | ||
2019 | 0 | ||
Prior to 2019 | 0 | ||
Total receivables held-for-investment | 0 | ||
Less: Allowance for loss on receivables | 0 | ||
Net receivables held-for-investment | 0 | ||
Receivables held-for-sale | 0 | ||
Investments | 0 | ||
Real estate | 0 | ||
Equity method investments | 0 | ||
Total | $ 0 | ||
Commercial receivables | 3 | Portfolio | Credit concentration | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
Percent of Portfolio | 0% | ||
Government receivables | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
Total receivables held-for-investment | $ 91,000 | 103,000 | |
Less: Allowance for loss on receivables | 0 | 0 | $ 0 |
Net receivables held-for-investment | 90,685 | $ 102,511 | |
Government receivables | 1 | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
2023 | 0 | ||
2022 | 0 | ||
2021 | 0 | ||
2020 | 0 | ||
2019 | 0 | ||
Prior to 2019 | 91,000 | ||
Total receivables held-for-investment | 91,000 | ||
Less: Allowance for loss on receivables | 0 | ||
Net receivables held-for-investment | 91,000 | ||
Receivables held-for-sale | 3,000 | ||
Investments | 2,000 | ||
Real estate | 0 | ||
Equity method investments | 0 | ||
Total | $ 96,000 | ||
Government receivables | 1 | Portfolio | Credit concentration | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
Percent of Portfolio | 2% | ||
Total | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
2023 | $ 877,000 | ||
2022 | 978,000 | ||
2021 | 294,000 | ||
2020 | 168,000 | ||
2019 | 398,000 | ||
Prior to 2019 | 409,000 | ||
Total receivables held-for-investment | 3,124,000 | ||
Less: Allowance for loss on receivables | (50,000) | ||
Net receivables held-for-investment | 3,074,000 | ||
Receivables held-for-sale | 35,000 | ||
Investments | 7,000 | ||
Real estate | 111,000 | ||
Equity method investments | 2,966,000 | ||
Total | $ 6,193,000 | ||
Total | Portfolio | Credit concentration | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
Percent of Portfolio | 100% |
Our Portfolio - Schedule of Car
Our Portfolio - Schedule of Carrying Value, Expected Loan Funding Commitments, and Allowance by Type of Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Gross Carrying Value | $ 3,124,000 | $ 2,031,000 |
Loan Funding Commitments | 423,000 | 256,000 |
Allowance | 50,000 | 41,000 |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | 41,000 | |
Balance at end of period | 50,000 | 41,000 |
Commercial receivables | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Gross Carrying Value | 3,033,000 | 1,928,000 |
Loan Funding Commitments | 423,000 | 256,000 |
Allowance | 50,000 | 41,000 |
Loans | 2,983,170 | 1,887,483 |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | 41,000 | 36,000 |
Provision for loss on receivables | 9,000 | 13,000 |
Write-off of allowance | 0 | (8,000) |
Balance at end of period | 50,000 | 41,000 |
Commercial receivables | 3 | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Gross Carrying Value | 0 | |
Allowance | 0 | |
Loans | 0 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at end of period | 0 | |
Commercial receivables | 1 | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Gross Carrying Value | 3,033,000 | |
Allowance | 50,000 | |
Loans | 2,983,000 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at end of period | 50,000 | |
Government receivables | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Gross Carrying Value | 91,000 | 103,000 |
Loan Funding Commitments | 0 | 0 |
Allowance | 0 | 0 |
Loans | 90,685 | 102,511 |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | 0 | 0 |
Provision for loss on receivables | 0 | 0 |
Write-off of allowance | 0 | 0 |
Balance at end of period | 0 | $ 0 |
Government receivables | 1 | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Gross Carrying Value | 91,000 | |
Allowance | 0 | |
Loans | 91,000 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at end of period | 0 | |
Residential Solar Loan | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Loans | 1,500,000 | |
U.S. Federal Government | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Loans | 10,000 | |
State or local governments | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Loans | $ 81,000 |
Our Portfolio - Anticipated Mat
Our Portfolio - Anticipated Maturity Dates of Receivables and Investments (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Maturities by period (excluding allowance) | |
Total | $ 3,124 |
Less than 1 year | 1 |
1-5 years | 553 |
5-10 years | 1,317 |
More than 10 years | $ 1,253 |
Weighted average yield by period | |
Total | 8.40% |
Less than 1 year | 6.50% |
1-5 years | 8.90% |
5-10 years | 8.50% |
More than 10 years | 8% |
Our Portfolio - Components of R
Our Portfolio - Components of Real Estate Portfolio (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Real Estate Properties [Line Items] | ||
Accumulated amortization of lease intangibles | $ (8) | $ (20) |
Real estate | 111 | 353 |
Land | ||
Real Estate Properties [Line Items] | ||
Real estate | 97 | 269 |
Lease intangibles | ||
Real Estate Properties [Line Items] | ||
Real estate | $ 22 | $ 104 |
Our Portfolio - Future Amortiza
Our Portfolio - Future Amortization Expenses and Future Minimum Rental Payments (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Future Amortization Expense | |
2024 | $ 1 |
2025 | 1 |
2026 | 1 |
2027 | 1 |
2028 | 1 |
Thereafter | 9 |
Total | 14 |
Minimum Rental Payments | |
2024 | 24 |
2025 | 24 |
2026 | 24 |
2027 | 25 |
2028 | 25 |
Thereafter | 673 |
Total | $ 795 |
Our Portfolio - Equity Method I
Our Portfolio - Equity Method Investments (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) equity_investment | Dec. 31, 2022 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||
Carrying Value | $ 2,966,305 | $ 1,869,712 |
Jupiter Equity Holdings, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Carrying Value | 538,000 | |
Lighthouse Partnerships | ||
Schedule of Equity Method Investments [Line Items] | ||
Carrying Value | $ 903,000 | |
Number of partnership interests | equity_investment | 5 | |
Other equity method investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Carrying Value | $ 1,525,000 |
Our Portfolio - Related Party T
Our Portfolio - Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financing Receivable, Credit Quality Indicator [Line Items] | |||
Interest income | $ 207,794 | $ 134,656 | $ 106,889 |
Related Party Commercial Receivables Loans | Equity Method Investee | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
Interest income | 68,000 | 60,000 | 54,000 |
Additional investments made in related party loans | 324,000 | 164,000 | 324,000 |
Principal collected from related party loans | 36,000 | 87,000 | 71,000 |
Interest collected from related party loans | $ 62,000 | $ 64,000 | $ 53,000 |
Credit facilities and commerc_2
Credit facilities and commercial paper notes (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2022 | |
Line of Credit Facility [Line Items] | ||||
Credit facilities | $ 400,861,000 | $ 50,698,000 | ||
Credit Facilities | Approval-Based Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum outstanding amount | 200,000,000 | |||
Credit Facilities | Representation-Based Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum outstanding amount | 100,000,000 | |||
Credit Facilities | Unsecured Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum outstanding amount | $ 600,000,000 | 915,000,000 | $ 600,000,000 | $ 400,000,000 |
Outstanding credit facility | $ 401,000,000 | |||
Effective interest rate | 7.28% | |||
Unamortized financing costs | $ 2,000,000 | |||
Term loan fee (in percent) | 1.875% | |||
Credit Facilities | Unsecured Credit Facility | Secured Overnight Financing Rate SOFR | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.875% | |||
Credit Facilities | Unsecured Credit Facility | Prime Rate | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.875% | |||
Credit Facilities | New Revolving Credit Facility | Additional Variable Rate | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.10% | |||
Line of Credit | Unsecured Credit Facility | Unsecured Debt | Secured Overnight Financing Rate SOFR | ||||
Line of Credit Facility [Line Items] | ||||
Variable rate, maximum downward adjustment (in percent) | 0.10% | |||
Commercial Paper | CarbonCount© Green Commercial Paper Note Program | ||||
Line of Credit Facility [Line Items] | ||||
Maximum outstanding amount | $ 100,000,000 | |||
Effective interest rate | 6.80% | |||
Credit facility remaining no of days | 397 days | |||
Credit facilities | $ 30,000,000 | |||
Broker fee percent | 0.0010 | |||
Unamortized financing costs | $ 0 | |||
Letter of Credit | CarbonCount© Green Commercial Paper Note Program | ||||
Line of Credit Facility [Line Items] | ||||
Maximum outstanding amount | $ 100,000,000 | |||
Percentage of drawn letter of credit | 0.0140 | |||
Unused letter of credit capacity percentage | 0.40% | |||
Reduced percentage of letter of credit Fee | 0.0010 | |||
Letter of Credit | CarbonCount© Green Commercial Paper Note Program | Secured Overnight Financing Rate SOFR | Variable Rate Component One | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.125% | |||
Letter of Credit | CarbonCount© Green Commercial Paper Note Program | Secured Overnight Financing Rate SOFR | Variable Rate Component Two | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.10% |
Long-term Debt - Outstanding No
Long-term Debt - Outstanding Non-Recourse Asset-Backed Debt and Bank Loans (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Assets | $ 6,552,350 | $ 4,760,148 |
Non-recourse | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Unamortized financing costs | (2,000) | (9,000) |
Total debt | 160,000 | 433,000 |
Collateral Pledged | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Restricted cash | 11,000 | 20,000 |
Pledged | Non-recourse | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Assets | 239,000 | 632,000 |
Asset-Backed Non-recourse Debt | Pledged | Collateral Pledged | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Assets | 239,000 | 632,000 |
Asset-Backed Non-recourse Debt | HASI Sustainable Yield Bond 2015-1A | Non-recourse | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Principal | $ 68,000 | 73,000 |
Interest Rate | 4.28% | |
Anticipated Balance at Maturity | $ 0 | |
Asset-Backed Non-recourse Debt | HASI Sustainable Yield Bond 2015-1A | Pledged | Non-recourse | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Collateral pledged against our non-recourse debt | 136,000 | 136,000 |
Asset-Backed Non-recourse Debt | HASI SYB Trust 2016-2 | Non-recourse | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Principal | $ 51,000 | 56,000 |
Interest Rate | 4.35% | |
Anticipated Balance at Maturity | $ 0 | |
Asset-Backed Non-recourse Debt | HASI SYB Trust 2016-2 | Pledged | Non-recourse | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Collateral pledged against our non-recourse debt | 57,000 | 63,000 |
Asset-Backed Non-recourse Debt | HASI SYB Trust 2017-1 | Non-recourse | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Principal | $ 0 | 141,000 |
Interest Rate | 3.86% | |
Anticipated Balance at Maturity | $ 0 | |
Asset-Backed Non-recourse Debt | HASI SYB Trust 2017-1 | Pledged | Non-recourse | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Collateral pledged against our non-recourse debt | 0 | 231,000 |
Asset-Backed Non-recourse Debt | Lannie Mae Series 2019-1 | Non-recourse | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Principal | $ 0 | 90,000 |
Interest Rate | 3.68% | |
Anticipated Balance at Maturity | $ 0 | |
Asset-Backed Non-recourse Debt | Lannie Mae Series 2019-1 | Pledged | Non-recourse | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Collateral pledged against our non-recourse debt | 0 | 120,000 |
Other Non-recourse Debt | Non-recourse | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Other non-recourse debt | 43,000 | 82,000 |
Anticipated Balance at Maturity | 17,000 | |
Other Non-recourse Debt | Pledged | Non-recourse | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Collateral pledged against our non-recourse debt | $ 46,000 | $ 82,000 |
Other Non-recourse Debt | Minimum | Non-recourse | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Interest Rate | 3.15% | |
Other Non-recourse Debt | Maximum | Non-recourse | ||
Financial Instruments Owned and Pledged as Collateral [Line Items] | ||
Interest Rate | 7.23% |
Long-term Debt - Schedule of Mi
Long-term Debt - Schedule of Minimum Maturities of Non-recourse Debt (Details) - Non-recourse - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Future minimum maturities | ||
Unamortized financing costs | $ (2) | $ (9) |
Principal, net of issuance costs | 160 | $ 433 |
Non-recourse debt | ||
Future minimum maturities | ||
2024 | 17 | |
2025 | 19 | |
2026 | 14 | |
2027 | 21 | |
2028 | 18 | |
Thereafter | 73 | |
Total minimum maturities | 162 | |
Unamortized financing costs | (2) | |
Principal, net of issuance costs | $ 160 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||
Apr. 30, 2022 | Feb. 16, 2024 USD ($) | Dec. 31, 2023 USD ($) d $ / shares | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||
Posted collateral | $ 9,000,000 | ||||
Collateralized agreements liability | 9,000,000 | ||||
Benefit on interest expense | $ 6,000,000 | ||||
Senior Unsecured Notes | |||||
Debt Instrument [Line Items] | |||||
Maximum unencumbered assets percentage of unsecured debt | 120% | ||||
Principal | $ 2,325,000,000 | $ 1,775,000,000 | |||
Unamortized financing costs | 18,000,000 | 16,000,000 | |||
Carbon Count Delayed Draw Term Loan Facility | Unsecured Debt | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Principal | $ 535,000,000 | 383,000,000 | |||
Current interest rate | 7.52% | ||||
Periodic outstanding principal payment | 1.25% | ||||
Unamortized financing costs | $ 5,000,000 | ||||
Carbon Count Delayed Draw Term Loan Facility | Unsecured Debt | Line of Credit | Additional Variable Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.10% | ||||
Carbon Count Delayed Draw Term Loan Facility | Unsecured Debt | Line of Credit | Secured Overnight Financing Rate SOFR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.125% | ||||
Carbon Count Delayed Draw Term Loan Facility | Unsecured Debt | Line of Credit | Maximum | Secured Overnight Financing Rate SOFR | |||||
Debt Instrument [Line Items] | |||||
Rate adjustment | (0.10%) | ||||
2025 Exchangeable Senior Notes | Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Stated Interest Rate | 0% | ||||
Redemption price | 100% | ||||
Principal | $ 200,000,000 | ||||
Effective interest rate | 3.25% | ||||
Conversion/Exchange Ratio | 17.7454 | ||||
Conversion price per share (in usd per share) | $ / shares | $ 56.35 | ||||
2025 Exchangeable Senior Notes | Convertible Notes | Subsidiary Issuer | |||||
Debt Instrument [Line Items] | |||||
Effective interest rate | 3.25% | ||||
Conversion/Exchange Ratio | 0.0176873 | ||||
Conversion price per share (in usd per share) | $ / shares | $ 56.54 | ||||
2028 Exchangeable Senior Notes | Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Stated Interest Rate | 3.75% | ||||
Redemption price | 100% | ||||
Threshold percentage of stock price trigger | 130% | ||||
Threshold trading days | d | 20 | ||||
Principal | $ 403,000,000 | ||||
Conversion/Exchange Ratio | 36.8494 | ||||
Conversion price per share (in usd per share) | $ / shares | $ 27.14 | ||||
2028 Exchangeable Senior Notes | Convertible Notes | Subsidiary Issuer | |||||
Debt Instrument [Line Items] | |||||
Conversion/Exchange Ratio | 0.0368494 | ||||
Conversion price per share (in usd per share) | $ / shares | $ 27.14 | ||||
Approval-Based Facility | Secured Debt | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Principal | $ 200,000,000 | $ 201,000,000 | |||
Current interest rate | 7.68% | ||||
Outstanding principal, percentage | 85% | ||||
Principal amortization, percentage | 5% | ||||
Unamortized financing costs | $ 4,000,000 | ||||
Approval-Based Facility | Secured Debt | Line of Credit | Pledged | |||||
Debt Instrument [Line Items] | |||||
Receivables | $ 454,000,000 | ||||
Approval-Based Facility | Secured Debt | Line of Credit | Additional Variable Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.10% | ||||
Approval-Based Facility | Secured Debt | Line of Credit | Secured Overnight Financing Rate SOFR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
Non-recourse | |||||
Debt Instrument [Line Items] | |||||
Unamortized financing costs | $ 2,000,000 | $ 9,000,000 | |||
Non-recourse | Non Recourse Debt | Secured Debt | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of term loan | $ 94,000,000 | ||||
Stated Interest Rate | 6.78% | ||||
Debt term | 20 years | ||||
Non-recourse | Non Recourse Debt | Secured Debt | Subsequent Event | Equity method investments | |||||
Debt Instrument [Line Items] | |||||
Secured assets | $ 247,000,000 |
Long-term Debt - Summarized of
Long-term Debt - Summarized of Terms of Senior Unsecured Notes (Details) - Senior Unsecured Notes | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
2025 Notes | |
Debt Instrument [Line Items] | |
Outstanding Principal Amount | $ 400,000,000 |
Stated Interest Rate | 6% |
2026 Notes | |
Debt Instrument [Line Items] | |
Outstanding Principal Amount | $ 1,000,000,000 |
Stated Interest Rate | 3.375% |
2026 Notes | Debt Instrument, Redemption, Period One | |
Debt Instrument [Line Items] | |
Redemption offering price | 40% |
2027 Notes | |
Debt Instrument [Line Items] | |
Outstanding Principal Amount | $ 550,000,000 |
Stated Interest Rate | 8% |
2027 Notes | Debt Instrument, Redemption, Period One | |
Debt Instrument [Line Items] | |
Redemption price | 100% |
Redemption offering price | 40% |
2030 Notes | |
Debt Instrument [Line Items] | |
Outstanding Principal Amount | $ 375,000,000 |
Stated Interest Rate | 3.75% |
Proceeds from issuance of debt | $ 371,000,000 |
Proceeds from issuance of debt net of issuance cost | $ 367,000,000 |
Effective interest rate | 3.87% |
Long-term Debt - Summary of Com
Long-term Debt - Summary of Components of Senior Unsecured Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Interest expense | $ 171,008 | $ 115,559 | $ 121,705 |
Senior Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Principal | 2,325,000 | 1,775,000 | |
Accrued interest | 15,000 | 12,000 | |
Unamortized premium (discount) | (3,000) | (3,000) | |
Unamortized financing costs | (18,000) | (16,000) | |
Total debt | 2,319,000 | 1,768,000 | |
Interest expense | $ 80,000 | $ 77,000 |
Long-term Debt - Summary of Ter
Long-term Debt - Summary of Terms of Convertible Notes (Details) - Convertible Notes $ / shares in Units, equity_instrument in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) equity_instrument $ / shares | |
2023 Convertible Senior Notes | |
Debt Instrument [Line Items] | |
Outstanding Principal Amount | $ | $ 0 |
Stated Interest Rate | 0% |
Conversion/Exchange Ratio | 20.8643 |
Conversion price per share (in usd per share) | $ 47.93 |
Issuable Shares | equity_instrument | 0 |
Dividend threshold amount (in usd per share) | $ 0.340 |
2025 Exchangeable Senior Notes | |
Debt Instrument [Line Items] | |
Outstanding Principal Amount | $ | $ 200,000,000 |
Stated Interest Rate | 0% |
Conversion/Exchange Ratio | 17.7454 |
Conversion price per share (in usd per share) | $ 56.35 |
Issuable Shares | equity_instrument | 3.5 |
Dividend threshold amount (in usd per share) | $ 0.375 |
Effective interest rate | 3.25% |
Principal, net of issuance costs | $ | $ 221,000,000 |
2028 Exchangeable Senior Notes | |
Debt Instrument [Line Items] | |
Outstanding Principal Amount | $ | $ 403,000,000 |
Stated Interest Rate | 3.75% |
Conversion/Exchange Ratio | 36.8494 |
Conversion price per share (in usd per share) | $ 27.14 |
Issuable Shares | equity_instrument | 14.8 |
Dividend threshold amount (in usd per share) | $ 0.395 |
Long-term Debt - Schedule of Co
Long-term Debt - Schedule of Components of Convertible Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Interest expense | $ 171,008 | $ 115,559 | $ 121,705 |
Convertible Notes | Convertible Senior Notes | |||
Debt Instrument [Line Items] | |||
Principal | 603,000 | 344,000 | |
Accrued interest | 6,000 | 0 | |
Premium | 11,000 | 5,000 | |
Less: Unamortized financing costs | 10,000 | 5,000 | |
Total debt | 610,000 | 344,000 | |
Interest expense | $ 9,000 | $ 7,000 |
Long-term Debt - Schedule Of Ma
Long-term Debt - Schedule Of Material Terms For Capped Calls (Details) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Dec. 31, 2023 | |
2027 Notes | Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Principal | $ 550,000,000 | |
2027 Notes | Senior Unsecured Notes | Subsequent Event | ||
Debt Instrument [Line Items] | ||
Principal | $ 200,000,000 | |
Proceeds from issuance of debt | $ 204,000,000 | |
Effective interest rate | 7.08% | |
2030 Notes | Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Principal | 375,000,000 | |
Proceeds from issuance of debt | $ 371,000,000 | |
Effective interest rate | 3.87% | |
Call Option | ||
Debt Instrument [Line Items] | ||
Aggregate cost of capped calls | $ 38,000,000 | |
Initial strike price per share | $ 27.14 | |
Initial cap price per share | $ 43.42 | |
Shares of our common stock covered by the capped calls | 14.8 |
Long-term Debt - Schedule of _2
Long-term Debt - Schedule of Minimum Maturities of CarbonCount Term Loan Facility (Details) - Line of Credit - Carbon Count Delayed Draw Term Loan Facility - Unsecured Debt - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
2024 | $ 30 | |
2025 | 505 | |
2026 | 0 | |
Total minimum maturities | 535 | $ 383 |
Unamortized financing costs | (5) | |
Total debt | $ 530 |
Long-term Debt - Schedule of _3
Long-term Debt - Schedule of Minimum Maturities of Secured Term Loan (Details) - Line of Credit - Approval-Based Facility - Secured Debt - USD ($) $ in Millions | Dec. 31, 2023 | Sep. 30, 2023 |
Debt Instrument [Line Items] | ||
2024 | $ 3 | |
2025 | 11 | |
2026 | 13 | |
2027 | 12 | |
2028 | 162 | |
Total minimum maturities | $ 200 | 201 |
Unamortized financing costs | (4) | |
Carrying Value | $ 197 |
Long-term Debt - Interest Rate
Long-term Debt - Interest Rate Swaps (Details) - SOFR $ in Millions | Dec. 31, 2023 USD ($) |
3.788 Percent Interest Rate Swaps | |
Debt Instrument [Line Items] | |
Hedged Rate | 3.79% |
Fair Value as of | $ (12) |
Notional Value as of | $ 400 |
2.980 Percent Interest Rate Swaps | |
Debt Instrument [Line Items] | |
Hedged Rate | 2.98% |
Fair Value as of | $ 7 |
Notional Value as of | $ 400 |
3.085 Percent Interest Rate Swaps | |
Debt Instrument [Line Items] | |
Hedged Rate | 3.09% |
Fair Value as of | $ 7 |
Notional Value as of | $ 600 |
3.08 Percent Interest Rate Swaps | |
Debt Instrument [Line Items] | |
Hedged Rate | 3.08% |
Fair Value as of | $ 8 |
Notional Value as of | 400 |
3.70 - 4.000 Percent Interest Rate Collar | |
Debt Instrument [Line Items] | |
Fair Value as of | 0 |
Notional Value as of | $ 250 |
3.70 - 4.000 Percent Interest Rate Collar | Minimum | |
Debt Instrument [Line Items] | |
Hedged Rate | 3.70% |
3.70 - 4.000 Percent Interest Rate Collar | Maximum | |
Debt Instrument [Line Items] | |
Hedged Rate | 4% |
4.41% Percent Interest Rate Swaps | |
Debt Instrument [Line Items] | |
Hedged Rate | 4.41% |
Fair Value as of | $ (4) |
Notional Value as of | $ 85 |
4.39% Percent Interest Rate Swaps | |
Debt Instrument [Line Items] | |
Hedged Rate | 4.39% |
Fair Value as of | $ (2) |
Notional Value as of | $ 43 |
4.42% Percent Interest Rate Swaps | |
Debt Instrument [Line Items] | |
Hedged Rate | 4.42% |
Fair Value as of | $ (2) |
Notional Value as of | $ 43 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) property project joint_venture | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Guarantor Obligations [Line Items] | |||
Rent expense (less than) | $ 1 | $ 1 | $ 1 |
Number of leases | property | 3 | ||
Future gross minimum lease payments 2024 | $ 2 | ||
Future gross minimum lease payments 2025 | 2 | ||
Future gross minimum lease payments 2026 | 2 | ||
Future gross minimum lease payments remaining lease term | 1 | ||
Proceeds received | $ 64 | ||
Corporate Joint Venture | |||
Guarantor Obligations [Line Items] | |||
Number of entities | joint_venture | 4 | ||
Maximum exposure | $ 87 | ||
Reimbursement percent | 15% | ||
Corporate Joint Venture | Jupiter Equity Holdings, LLC | |||
Guarantor Obligations [Line Items] | |||
Maximum exposure | $ 53 | ||
Number of projects owned | project | 2 | ||
Maximum annual exposure | $ 20 |
Income Tax - Additional Informa
Income Tax - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax benefit (expense) | $ (31,621,000) | $ (7,381,000) | $ (17,158,000) |
C Corporation taxes | 33,000,000 | ||
Net deferred tax liabilities | 77,000,000 | 44,000,000 | |
NOLs | 666,000,000 | ||
NOLs tax credits | 31,000,000 | 21,000,000 | |
NOLs not subject to expiration | 579,000,000 | ||
Uncertain tax positions | 0 | 0 | |
Accrued interest and penalties | 0 | 0 | |
Interest and penalties recognized during the period | 0 | $ 0 | |
Tax Year 2034 | |||
Operating Loss Carryforwards [Line Items] | |||
NOLs | $ 87,000,000 |
Income Tax - Reconciliation of
Income Tax - Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 21% | 21% | 21% |
Changes in rate resulting from: | |||
Share-based compensation | 2% | 11% | (4.00%) |
Equity method investments | (6.00%) | (9.00%) | (1.00%) |
Recognition of deferred tax liability from REIT revocation | 18% | 0% | 0% |
REIT benefit / dividends paid deduction | (14.00%) | (32.00%) | (8.00%) |
Other | 2% | 5% | 4% |
Valuation allowance | (6.00%) | 19% | 0% |
Effective tax rate | 17% | 15% | 12% |
Income Tax - Deferred Tax Asset
Income Tax - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss (NOL) carryforwards | $ 163 | $ 114 |
Tax credit carryforwards | 31 | 21 |
Share-based compensation | 6 | 3 |
Other | 4 | 1 |
Valuation allowance | 0 | (10) |
Gross deferred tax assets | 204 | 129 |
Receivables basis difference | (57) | (20) |
Equity method investments | (224) | (153) |
Gross deferred tax liabilities | (281) | (173) |
Net deferred tax liabilities | $ (77) | $ (44) |
Income Tax - Cash Dividends Pai
Income Tax - Cash Dividends Paid for Federal Income Tax Purposes (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common distributions | ||
Common distributions | 100% | 100% |
Ordinary income | ||
Common distributions | ||
Common distributions | 52% | 31% |
Return of capital | ||
Common distributions | ||
Common distributions | 6% | 69% |
Capital gain dividend | ||
Common distributions | ||
Common distributions | 42% | 0% |
Equity - Summary of Dividends (
Equity - Summary of Dividends (Details) - $ / shares | Apr. 19, 2024 | Feb. 15, 2024 | Jan. 12, 2024 | Nov. 02, 2023 | Oct. 11, 2023 | Aug. 03, 2023 | Jul. 12, 2023 | May 04, 2023 | Apr. 10, 2023 | Feb. 16, 2023 | Jan. 06, 2023 | Nov. 03, 2022 | Oct. 11, 2022 | Aug. 04, 2022 | Jul. 12, 2022 | May 03, 2022 | Apr. 11, 2022 | Feb. 17, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Dividends paid (in usd per share) | $ 0.395 | $ 0.395 | $ 0.395 | $ 0.375 | $ 0.375 | $ 0.375 | $ 0.375 | |||||||||||
Dividends declared (in usd per share) | $ 0.395 | $ 0.395 | $ 0.395 | $ 0.395 | $ 0.375 | $ 0.375 | $ 0.375 | $ 0.375 | ||||||||||
Subsequent Event | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Dividends paid (in usd per share) | $ 0.415 | $ 0.395 | ||||||||||||||||
Dividends declared (in usd per share) | $ 0.415 |
Equity - Schedule of Common Sto
Equity - Schedule of Common Stock Public Offerings and ATM (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
May 30, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares Issued (in shares) | 731 | |||||||||||
Price Per Share (in usd per share) | $ 38.91 | |||||||||||
Net proceeds | $ 28,000 | $ 492,377 | $ 188,881 | $ 200,641 | ||||||||
ATM | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares Issued (in shares) | 1,006 | 4,394 | 53 | 763 | 1,996 | 1,346 | 1,050 | |||||
Price Per Share (in usd per share) | $ 28.81 | $ 24.71 | $ 26.07 | $ 31.31 | $ 31.41 | $ 36.85 | $ 48.14 | $ 28.81 | $ 31.41 | |||
Net proceeds | $ 29,000 | $ 107,000 | $ 1,000 | $ 24,000 | $ 62,000 | $ 49,000 | $ 50,000 | |||||
Public Offering [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares Issued (in shares) | 15,000 | |||||||||||
Price Per Share (in usd per share) | $ 22.23 | |||||||||||
Net proceeds | $ 333,000 |
Equity - Additional Information
Equity - Additional Information (Details) $ in Millions | 12 Months Ended | |
Nov. 21, 2023 | Dec. 31, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Right stock dividend declared (per share) | 1 | |
Shareholder rights trigger | 5% | |
Existing ownership percentage | 5% | |
2022 plan | Restricted stock, restricted stock units, and LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards authorized for issuance (in shares) | 7,500,000 | |
Number of awards remaining available for issuance (in shares) | 6,340,415 | |
Unrecognized compensation expense | $ | $ 20 | |
Weighted-average term in which unrecognized compensation expense is expected to be recognized | 2 years | |
2022 plan | Restricted stock, restricted stock units, and LTIP Units | Employees and Directors | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded (in shares) | 765,767 |
Equity - Equity-based Compensat
Equity - Equity-based Compensation Expense and Fair Value of Shares Vested (Details) - 2022 plan - LTIP Units - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 18 | $ 20 | $ 17 |
Fair value of awards vested on vesting date | $ 11 | $ 34 | $ 44 |
Equity - Unvested Restricted Co
Equity - Unvested Restricted Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restricted Incentive | ||
Shares | ||
Beginning Balance (in shares) | 168,452 | 193,548 |
Granted (in shares) | 77,938 | 71,911 |
Vested (in shares) | (98,367) | (93,646) |
Forfeited (in shares) | (12,356) | (3,361) |
Ending Balance (in shares) | 135,667 | 168,452 |
Weighted Average Grant Date Fair Value | ||
Beginning Balance (in usd per share) | $ 33.59 | $ 38.66 |
Granted (in usd per share) | 30.03 | 37.32 |
Vested (in usd per share) | 29.18 | 46.46 |
Forfeited (in usd per share) | 42.74 | 46.83 |
Ending Balance (in usd per share) | $ 33.90 | $ 33.59 |
Value | ||
Beginning Balance | $ 5.7 | $ 7.5 |
Granted | 2.3 | 2.7 |
Vested | (2.9) | (4.3) |
Forfeited | (0.5) | (0.2) |
Ending Balance | $ 4.6 | $ 5.7 |
Restricted Stock Units | ||
Shares | ||
Beginning Balance (in shares) | 58,404 | 78,366 |
Granted (in shares) | 63,446 | 24,790 |
Vested (in shares) | (18,041) | (79,460) |
Forfeited (in shares) | (16,460) | (5,022) |
Ending Balance (in shares) | 94,654 | 58,404 |
Weighted Average Grant Date Fair Value | ||
Beginning Balance (in usd per share) | $ 51.03 | $ 35.32 |
Granted (in usd per share) | 39.29 | 58.77 |
Vested (in usd per share) | 35.17 | 25.12 |
Forfeited (in usd per share) | 30.90 | 49 |
Ending Balance (in usd per share) | $ 48.42 | $ 51.03 |
Value | ||
Beginning Balance | $ 3 | $ 2.8 |
Granted | 2.4 | 1.5 |
Vested | (0.6) | (2.1) |
Forfeited | (0.5) | (0.2) |
Ending Balance | $ 4.6 | $ 3 |
Restricted Stock Units | Minimum | ||
Value | ||
Award vesting percentage | 0% | |
Restricted Stock Units | Maximum | ||
Value | ||
Award vesting percentage | 200% | |
Incremental performance shares granted | ||
Shares | ||
Granted (in shares) | 7,305 | 39,730 |
Weighted Average Grant Date Fair Value | ||
Granted (in usd per share) | $ 34.63 | $ 25.12 |
Value | ||
Granted | $ 0.3 | $ 1 |
LTIP Time-Based Vesting Units | ||
Shares | ||
Beginning Balance (in shares) | 276,766 | 384,046 |
Granted (in shares) | 342,349 | 174,340 |
Vested (in shares) | (142,041) | (279,123) |
Forfeited (in shares) | 0 | (2,497) |
Ending Balance (in shares) | 477,074 | 276,766 |
Weighted Average Grant Date Fair Value | ||
Beginning Balance (in usd per share) | $ 42.21 | $ 43.15 |
Granted (in usd per share) | 30.08 | 44.08 |
Vested (in usd per share) | 39.21 | 44.64 |
Forfeited (in usd per share) | 0 | 46.08 |
Ending Balance (in usd per share) | $ 34.40 | $ 42.21 |
Value | ||
Beginning Balance | $ 11.7 | $ 16.6 |
Granted | 10.3 | 7.7 |
Vested | (5.5) | (12.5) |
Forfeited | 0 | (0.1) |
Ending Balance | $ 16.5 | $ 11.7 |
LTIP Market-Based Vesting Units | ||
Shares | ||
Beginning Balance (in shares) | 324,028 | 347,478 |
Granted (in shares) | 282,034 | 125,550 |
Vested (in shares) | (96,496) | (298,000) |
Forfeited (in shares) | (56,102) | 0 |
Ending Balance (in shares) | 493,858 | 324,028 |
Weighted Average Grant Date Fair Value | ||
Beginning Balance (in usd per share) | $ 42.84 | $ 31.61 |
Granted (in usd per share) | 39.29 | 54.77 |
Vested (in usd per share) | 19.94 | 26.70 |
Forfeited (in usd per share) | 4.56 | 0 |
Ending Balance (in usd per share) | $ 47.76 | $ 42.84 |
Value | ||
Beginning Balance | $ 13.9 | $ 11 |
Granted | 11.1 | 6.9 |
Vested | (1.9) | (8) |
Forfeited | (0.3) | 0 |
Ending Balance | $ 23.6 | $ 13.9 |
LTIP Market-Based Vesting Units | Minimum | ||
Value | ||
Award vesting percentage | 0% | |
LTIP Market-Based Vesting Units | Maximum | ||
Value | ||
Award vesting percentage | 200% | |
Incremental performance shares granted | ||
Shares | ||
Granted (in shares) | 40,394 | 149,000 |
Weighted Average Grant Date Fair Value | ||
Granted (in usd per share) | $ 19.94 | $ 26.70 |
Value | ||
Granted | $ 0.8 | $ 4 |
Earnings per Share of Common _3
Earnings per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net income (loss) attributable to controlling stockholders and participating securities | $ 148,836 | $ 41,502 | $ 126,579 |
Less: Dividends and distributions to participating securities | (1,000) | (700) | (900) |
Undistributed earnings attributable to participating securities | 0 | 0 | 0 |
Net income (loss) attributable to controlling stockholders | 147,800 | 40,800 | 125,700 |
Add: Interest expense related to convertible notes under the if-converted method | 7,500 | 1,400 | 6,300 |
Net income (loss) attributable to controlling stockholders—diluted | $ 155,300 | $ 42,200 | $ 132,000 |
Denominator: | |||
Weighted-average number of common shares—basic (in shares) | 101,844,551 | 87,500,799 | 79,992,922 |
Weighted-average number of common shares-diluted (in shares) | 109,467,554 | 90,609,329 | 87,671,641 |
Basic earnings per common share (in usd per share) | $ 1.45 | $ 0.47 | $ 1.57 |
Diluted earnings per common share (in usd per share) | $ 1.42 | $ 0.47 | $ 1.51 |
Securities being allocated a portion of earnings: | |||
Weighted-average number of OP units (in shares) | 1,314,182 | 1,002,002 | 485,013 |
Participating securities: | |||
Potentially dilutive securities as of period end (in shares) | 612,742 | 445,218 | 577,594 |
Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions | |||
Potentially dilutive securities as of period end that were not dilutive for the presented periods: | |||
Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions (in shares) | 612,742 | 445,218 | 577,594 |
Restricted stock units | |||
Potentially dilutive securities as of period end that were not dilutive for the presented periods: | |||
Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions (in shares) | 94,654 | 38,222 | 16,348 |
LTIP Units with market-based vesting conditions | |||
Potentially dilutive securities as of period end that were not dilutive for the presented periods: | |||
Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions (in shares) | 493,858 | 211,824 | 86,274 |
Potential shares of common stock related to convertible notes | |||
Potentially dilutive securities as of period end that were not dilutive for the presented periods: | |||
Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions (in shares) | 3,549,083 | 3,537,460 | 0 |
Equity Method Investments - Add
Equity Method Investments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |||
Income (loss) from equity method investments | $ 140,974 | $ 31,291 | $ 126,421 |
Equity method investments excess in basis | $ 284,000 | $ 531,000 |
Equity Method Investments - Sig
Equity Method Investments - Significant Entities, Accounted for Using Equity Method (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Balance Sheet | |||||
Total assets | $ 6,552,350 | $ 4,760,148 | |||
Total liabilities | 4,410,725 | 3,095,402 | |||
Members’ equity | 2,141,625 | 1,664,746 | $ 1,566,515 | $ 1,210,149 | |
Income Statement | |||||
Revenue | 319,871 | 239,737 | 213,166 | ||
Income (loss) from continuing operations | 182,378 | 49,292 | 144,504 | ||
Net income (loss) | $ 150,757 | 41,911 | 127,346 | ||
Daggett Renewable HoldCo LLC | |||||
Balance Sheet | |||||
Current assets | $ 142,000 | 0 | |||
Total assets | 782,000 | 0 | |||
Current liabilities | 131,000 | 0 | |||
Total liabilities | 548,000 | 0 | |||
Members’ equity | 234,000 | 0 | |||
Income Statement | |||||
Revenue | 7,000 | 0 | 0 | ||
Income (loss) from continuing operations | 16,000 | 0 | 0 | ||
Net income (loss) | 16,000 | 0 | 0 | ||
Other equity method investments | |||||
Balance Sheet | |||||
Current assets | 1,114,000 | 692,000 | |||
Total assets | 16,420,000 | 14,702,000 | |||
Current liabilities | 875,000 | 822,000 | |||
Total liabilities | 7,799,000 | 6,836,000 | |||
Members’ equity | 8,621,000 | 7,866,000 | |||
Income Statement | |||||
Revenue | 737,000 | 528,000 | 183,000 | ||
Income (loss) from continuing operations | (110,000) | (406,000) | (589,000) | ||
Net income (loss) | (110,000) | (406,000) | (589,000) | ||
Total | |||||
Balance Sheet | |||||
Current assets | 1,256,000 | 692,000 | |||
Total assets | 17,202,000 | 14,702,000 | |||
Current liabilities | 1,006,000 | 822,000 | |||
Total liabilities | 8,347,000 | 6,836,000 | |||
Members’ equity | 8,855,000 | 7,866,000 | |||
Income Statement | |||||
Revenue | 744,000 | 528,000 | 183,000 | ||
Income (loss) from continuing operations | (94,000) | (406,000) | (589,000) | ||
Net income (loss) | $ (94,000) | $ (406,000) | $ (589,000) |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Contribution | $ 1 | $ 1 | $ 1 |
First 4% of Employee's Contribution | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employees contribution match percent | 100% | ||
Employer salary match percent | 4% | ||
Next 2% of Employee's Contribution | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employees contribution match percent | 50% | ||
Employer salary match percent | 2% |
Schedule II - Valuation And Q_2
Schedule II - Valuation And Qualifying Accounts (Details) - Allowance for Credit Losses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 41,024 | $ 36,253 | $ 35,757 |
Charged to provision | 11,832 | 12,798 | 496 |
Loan charge-offs | 0 | (8,027) | 0 |
Balance at end of period | $ 52,856 | $ 41,024 | $ 36,253 |