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Section 1: 10-K/A (10-K/A)

Document


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 
FORM 10-K/A
Amendment No. 1
 
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-35877 
 
 
HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Maryland
 
46-1347456
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
1906 Towne Centre Blvd
Suite 370
Annapolis, MD
 
21401
(Address of principal executive offices)
 
(Zip Code)
(410) 571-9860
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Each Exchange on Which Registered
Common Stock, $0.01 par value
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
 
 

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes x    No  ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ☐    No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ☐

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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x    No  ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
x
  
Accelerated filer
Non-accelerated filer
☐  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
 
 
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  x
As of June 30, 2017, the aggregate market value of the registrant’s common stock (includes unvested restricted stock) held by non-affiliates of the registrant was $1.2 billion based on the closing sales price of the registrant’s common stock on June 30, 2017 as reported on the New York Stock Exchange.
On March 21, 2018 the registrant had a total of 52,939,493 shares of common stock, $0.01 par value, outstanding (which includes 1,112,940 shares of unvested restricted common stock)
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement for the 2018 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
 
 

2



AMENDMENT NO. 1
EXPLANATORY NOTE
Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company”, “we,” “our,” or “us”) is filing this amendment (the “Form 10-K/A”) to our Annual Report on Form 10-K for the year ended December 31, 2017, originally filed with the Securities and Exchange Commission (“SEC”) on February 23, 2018 (the “Original Form 10-K”), solely for the purpose of complying with Regulation S-X, Rule 3-09. Rule 3-09 requires that Form 10-K contain separate financial statements for unconsolidated subsidiaries and investees accounted for by the equity method when such entities are individually significant.
We have determined that our equity method investments in MM Solar Parent LLC ("MM Solar") and Helix Fund I LLC ("Helix"), which are not consolidated in our financial statements, were significant under the income test of Rule 3-09 in relationship to our financial results for the year ended December 31, 2017. Since MM Solar’s and Helix's 2017 financial statements were not available until after the date of the filing of our Original Form 10-K, Rule 3-09 provides that the financial statements may be filed as an amendment to our Original Form 10-K within 90 days after the end of our fiscal year ended December 31, 2017.
Therefore, this Form 10-K/A amends Item 15 of our Original Form 10-K filed on February 23, 2018 to include the following Exhibits:
 
Exhibit 23.2 – Consent of EKS&H LLLP for MM Solar Parent LLC,
Exhibit 23.3 – Consent of CohnReznick LLP for Helix Fund I LLC,
Exhibit 99.1 – MM Solar Parent LLC and Subsidiaries, Financial Statements as of December 31, 2017 and 2016 and for the years then ended and for the year ended December 31, 2015, and
Exhibit 99.2 – Helix Fund I LLC, Financial Statements as of December 31, 2017 and January 1, 2017 and for the year ended December 31, 2017 and the period from December 2, 2016 (inception) through January 1, 2017
This Form 10-K/A does not amend or otherwise update any other information in the Original Form 10-K (including the exhibits to the Original Form 10-K, except for Exhibits 31.3, 31.4, 32.3 and 32.4). Accordingly, this Form 10-K/A should be read in conjunction with our Original Form 10-K. In addition, in accordance with applicable rules and regulations promulgated by the SEC, this Form 10-K/A includes updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.3, 31.4, 32.3 and 32.4.
 
 

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Item 15.
Exhibits and Financial Statement Schedules.
Documents filed as part of the report
The following documents are filed as part of this Form 10-K/A in Part II, Item 8 and are incorporated by reference:
(a)(1) Financial Statements:
See index in Item 8—“Financial Statements and Supplementary Data,” filed with the Original Form 10-K for a list of financial statements.
 
(3)
Exhibits Files:
 
 
Exhibit
number
Exhibit description
 
 
3.1
3.2
3.3
4.1
4.2
4.3
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9

4



10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26

5



10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
10.36
10.37
10.38
10.39
10.40
10.41
10.42
10.43
10.44
10.45

6



10.46
10.47
10.48
10.49
10.50
10.51
10.52
10.53
10.54
10.55
10.56
10.57
21.1
23.1
23.2*
23.3*
24.1
31.1
31.2
31.3*
31.4*
32.1
32.2
32.3**
32.4**
99.1*

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99.2*
101.INS
XBRL Instance Document (incorporated by reference to Exhibit 101.INS to the Registrant’s Form 10-K (No. 001-35877), filed on February 23, 2018)
101.SCH
XBRL Taxonomy Extension Schema (incorporated by reference to Exhibit 101.SCH to the Registrant’s Form 10-K (No. 001-35877), filed on February 23, 2018)
101.CAL
XBRL Taxonomy Extension Calculation Linkbase (incorporated by reference to Exhibit 101.CAL to the Registrant’s Form 10-K (No. 001-35877), filed on February 23, 2018)
101.DEF
XBRL Taxonomy Extension Definition Linkbase (incorporated by reference to Exhibit 101.DEF to the Registrant’s Form 10-K (No. 001-35877), filed on February 23, 2018)
101.LAB
XBRL Taxonomy Extension Label Linkbase (incorporated by reference to Exhibit 101.LAB to the Registrant’s Form 10-K (No. 001-35877), filed on February 23, 2018)
101 PRE
XBRL Taxonomy Extension Presentation Linkbase (incorporated by reference to Exhibit 101.PRE to the Registrant’s Form 10-K (No. 001-35877), filed on February 23, 2018)
 
*
Filed herewith.
**
Furnished with this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
HANNON ARMSTRONG SUSTAINABLE
INFRASTRUCTURE CAPITAL, INC.
 
 
 
Date: March 23, 2018
By:
 
/s/ Jeffrey W. Eckel
 
Name:
 
Jeffrey W. Eckel
 
Title:
 
Chairman, Chief Executive Officer and President
 
 
 
 
Date: March 23, 2018
By:
 
/s/ Charles W. Melko
 
Name:
 
Charles W. Melko
 
Title:
 
Chief Accounting Officer and Senior Vice President
 
 
 
 
 
 
 
 

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Section 2: EX-23.2 (EXHIBIT 23.2)

Exhibit


Exhibit 23.2



CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in the following Registration Statements:

(1)
Registration Statement (Form S-3 File No. 333-198158) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.;
(2)
Registration Statement (Form S-8 File No. 333-212913) pertaining to the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan; and
(3)
Registration Statement (Form S-3ASR File No. 333-215229) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.,
of our report dated March 20, 2018, relating to the consolidated financial statements of MM Solar Parent, LLC, which appear in this Annual Report on Form 10-K/A.



/s/ EKS&H LLLP

March 20, 2018
Boulder, Colorado



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Section 3: EX-23.3 (EXHIBIT 23.3)

helixconsentofindependen
Exhibit 23.3 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statement No. 333-198158 on Form S-3, No. 333-215229 on Form S-3ASR and No. 333-212913 on Form S-8 of Hannon Armstrong Sustainable Infrastructure Capital, Inc. of our report dated March 21, 2018, on our audits of the consolidated financial statements of Helix Fund I, LLC as of December 31, 2017 and January 1, 2017, and for the fiscal year ended December 31, 2017 and the period from December 2, 2016 (inception) through January 1, 2017, which report is included in the Annual Report on Form 10- K/A of Hannon Armstrong Sustainable Infrastructure Capital, Inc. for the year ended December 31, 2017. /s/ CohnReznick LLP Atlanta, Georgia March 21, 2018


 
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Section 4: EX-31.3 (EXHIBIT 31.3)

Exhibit


EXHIBIT 31.3
CERTIFICATIONS
I, Jeffrey W. Eckel, certify that:
 
1.
I have reviewed this Annual Report on Form 10-K/A of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “registrant”);

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 23, 2018
 
 
 
 
By:
 
/s/ Jeffrey W. Eckel
 
 
Name:  Jeffrey W. Eckel
 
 
Title:    Chief Executive Officer and President



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Section 5: EX-31.4 (EXHIBIT 31.4)

Exhibit


EXHIBIT 31.4
CERTIFICATIONS
I, J. Brendan Herron, certify that:
 
1.
I have reviewed this Annual Report on Form 10-K/A of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “registrant”);

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 23, 2018
 
 
 
 
By:
 
/s/ J. Brendan Herron
 
 
Name:  J. Brendan Herron
 
 
Title: Chief Financial Officer



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Section 6: EX-32.3 (EXHIBIT 32.3)

Exhibit


EXHIBIT 32.3
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002, 10 U.S.C. SECTION 1350

In connection with the Annual Report on Form 10-K/A of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company”) for the period ended December 31, 2017 to be filed with the Securities and Exchange Commission on or about the date hereof (the “report”), I, Jeffrey W. Eckel, Chief Executive Officer and President of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.
The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934.

Date: March 23, 2018

 
 
 
By:
 
/s/ Jeffrey W. Eckel
 
 
Name:  Jeffrey W. Eckel
 
 
Title:    Chief Executive Officer and President



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Section 7: EX-32.4 (EXHIBIT 32.4)

Exhibit


EXHIBIT 32.4
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002, 10 U.S.C. SECTION 1350

In connection with the Annual Report on Form 10-K/A of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company”) for the period ended December 31, 2017 to be filed with the Securities and Exchange Commission on or about the date hereof (the “report”), I, J. Brendan Herron, Chief Executive Officer and President of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.
The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934.

Date: March 23, 2018

 
 
 
By:
 
/s/ J. Brendan Herron
 
 
Name:  J. Brendan Herron
 
 
Title:    Chief Financial Officer



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Section 8: EX-99.1 (EXHIBIT 99.1)

mmsolarparentllcandsubsi


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 
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Section 9: EX-99.2 (EXHIBIT 99.2)

helixfundillcfinal
Helix Fund I, LLC Consolidated Financial Statements and Independent Auditor's Report Fiscal Year Ended December 31, 2017 and Period Ended January 1, 2017


 
Helix Fund I, LLC Index 1 Page Independent Auditor's Report 2 Consolidated Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Members' Equity 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7


 
2 Independent Auditor's Report To the Members and Management of Helix Fund I, LLC We have audited the accompanying consolidated financial statements of Helix Fund I, LLC, which comprise the consolidated balance sheets as of December 31, 2017 and January 1, 2017, and the related consolidated statements of operations, members' equity and cash flows for the fiscal year ended December 31, 2017 and the period from December 2, 2016 (inception) through January 1, 2017, and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial positions of Helix Fund I, LLC as of December 31, 2017 and January 1, 2017, and the results of their operations and their cash flows for the fiscal year ended December 31, 2017 and the period from December 2, 2016 (inception) through January 1, 2017 in accordance with accounting principles generally accepted in the United States of America. Atlanta, Georgia March 21, 2018


 
Helix Fund I, LLC Consolidated Balance Sheets December 31, 2017 and January 1, 2017 See Notes to Consolidated Financial Statements. 3 December 31, 2017 January 01, 2017 Current assets Cash 68,387$ -$ Accounts receivable 34,286 1,103 Unbilled receivable 544,270 - Prepaid expenses 33,142 - Total current assets 680,085 1,103 Property and equipment, net 27,118,166 11,093,832 Total assets 27,798,251$ 11,094,935$ Current liabilities Accrued expenses 23,807$ 14,841$ Total current liabilities 23,807 14,841 Equity Members' equity 27,774,444 11,080,094 Total liabilities and members' equity 27,798,251$ 11,094,935$ Assets Liabilities and Members' Equity


 
Helix Fund I, LLC Consolidated Statements of Operations Fiscal Year ended December 31, 2017 and Period from December 2, 2016 (inception) through January 1, 2017 See Notes to Consolidated Financial Statements. 4 December 31, 2017 January 01, 2017 Revenue from power purchase agreements 1,267,433$ 1,103$ Revenue from production incentives 66,412 - Revenue from the sale of renewable energy certificates 518,102 - Total revenue 1,851,947 1,103 Operating expenses Depreciation 973,149 33,526 Operations and maintenance fees 126,375 - Insurance 88,416 11,081 Management fees 25,080 986 Miscellaneous expenses 8,789 2,774 Total operating expenses 1,221,809 48,367 Operating income (loss) 630,138 (47,264) Other expenses Interest expense 2,148 - Net income (loss) 627,990$ (47,264)$


 
Helix Fund I, LLC Consolidated Statements of Members' Equity Fiscal Year ended December 31, 2017 and Period from December 2, 2016 (inception) through January 1, 2017 See Notes to Consolidated Financial Statements. 5 Members' equity Balance, December 2, 2016 (inception) -$ Net loss (47,264) Contributions from members 11,127,358 Balance, January 1, 2017 11,080,094 Net income 627,990 Contributions from members 16,997,483 Distributions to members (931,123) Balance, December 31, 2017 27,774,444$


 
Helix Fund I, LLC Consolidated Statements of Cash Flows Fiscal Year ended December 31, 2017 and Period from December 2, 2016 (inception) through January 1, 2017 See Notes to Consolidated Financial Statements. 6 December 31, 2017 January 01, 2017 Cash flows from operating activities: Net income (loss) 627,990$ (47,264)$ Reconciliation of net income (loss) to net cash provided by operating activities: Depreciation 973,149 33,526 Changes in operating assets and liabilities: Accounts receivable (33,183) (1,103) Unbilled receivable (544,270) - Prepaid expenses (33,142) - Accounts payable and accrued expenses 8,966 14,841 Net cash provided by operating activities 999,510 - Cash flows used in financing activities: Distributions to members (931,123) - Proceeds from notes payable 100,000 - Payment of notes payable (100,000) - Net cash used in financing activities (931,123) - Net change in cash 68,387 - Cash at beginning of period - - Cash at end of period 68,387$ -$ Supplemental information: Cash paid for interest 2,148$ -$ Supplemental noncash investing and financing transactions: Property and equipment purchased (16,997,483)$ (11,127,358)$ Member contributions 16,997,483 11,127,358 -$ -$


 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2017 and January 1, 2017 7 Note 1 - Organization and nature of operations Helix Fund I, LLC (”Helix Fund”) was formed on December 2, 2016 as a Delaware limited liability company. On December 5, 2016, the Class A Member and HA Helix LLC (“Class B Member”) entered into a Limited Liability Company Agreement (the “LLC Agreement”) to own one hundred percent (100%) of the Class A Interests and one hundred percent (100%) of the Class B Interests, respectively. On December 5, 2016, the Company, together with Class A Member, Class B Member, SunPower Helix I, LLC (“Seller”), SunPower Capital Services, LLC, and SunPower Corporation, Systems (“Contractor”), entered into a Purchase and Contribution Agreement (“PCA”), to acquire from Seller one hundred percent (100%) of the equity interests of certain limited liability companies (each, a “ProjectCo” and collectively with the Helix Fund, the “Company”) that own and operate one or more photovoltaic solar energy generating systems (each, a “System” and collectively, “Systems”). The purchase of the ProjectCos was funded through contributions from the Members. On March 10, 2017, the PCA was amended and restated for the Members’ contributions to Helix Fund to fund the acquisition of Helix Project I, LLC, Northstar Macys Nevada, LLC, Northstar Macys East Coast 2016, LLC and Northstar Macys Illinois, LLC and inclusion of closing deliverables and conditions precedent with their respective ProjectCos. On December 20, 2017, the LLC Agreement was amended and restated to admit SunPower Capital Services, LLC (“Class C Member”). The Class C Member was admitted to conduct administrative activities for the Company. No contributions were required as part of the agreement. As of December 31, 2017, Helix Fund has purchased six ProjectCos and 18 Systems (see Note 3). Note 2 - Summary of Significant Accounting Policies Basis of accounting The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Principles of consolidation The consolidated financial statements include the accounts of Helix Fund I, LLC and its wholly owned subsidiaries, Northstar Macys US West 2016, LLC; Northstar Macys Colorado, LLC; Northstar Macys Nevada, LLC; Northstar Macys East Coast 2016, LLC; Northstar Macys Illinois, LLC; and Helix Project I, LLC. All intercompany transactions and balances have been eliminated in consolidation. Fiscal year The Company reports on a fiscal-year basis and ends its months on the Sunday closest to the end of the applicable calendar month end. Accordingly, every fifth or sixth year will be a 53-week fiscal year. Fiscal year 2016 consisted of 4 weeks, starting on December 2, 2016 and ending on January 1, 2017. Fiscal year 2017 consisted of 52 weeks, starting on January 2, 2017 and ending on December 31, 2017 for fiscal year 2017. Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates include, among others,


 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2017 and January 1, 2017 8 the estimates for future cash flow, fair value, and estimated useful life and salvage value of the systems. Actual results could materially differ from those estimates. Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company assesses whether an allowance for doubtful accounts is needed for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers the aging profile of outstanding receivables, and existing industry and other economic data. There is no allowance for doubtful accounts as of December 31, 2017 and January 1, 2017. Property and equipment Property and equipment are carried at the acquisition price paid by the Company, less accumulated depreciation. Depreciation is accounted for using the straight-line method over the lesser of the Purchase Power Agreement (“PPA”) term or the System’s useful life, whichever is shorter. The depreciable lives ranged from 16 to 20 years starting on the respective System’s commercial operating date. The salvage value is the expected fair value of the System at the end of the depreciation period. The salvage value shall be estimated at twenty percent (20%) of the purchase price, which is the fair market value at acquisition. Repairs and maintenance costs are expensed as incurred. Gains or losses related to retirements or disposition of property and equipment are recognized in the period incurred. Impairment of long-lived assets The Company evaluates its long-lived assets, such as property and equipment with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors considered important that could result in an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of use of acquired assets, and significant negative industry or economic trends. The impairment evaluation includes a review of the initial model used for acquisition that includes estimated future undiscounted net cash flows expected to be generated by the assets over the useful lives to ensure the future undiscounted net cash flows is sufficient to recover the carrying value of the assets over the remaining estimated useful lives. An impairment loss in the amount by which the carrying value of the assets exceeds the fair value would be recorded if the cash flows are not greater than the carrying value. For the fiscal year ended December 31, 2017 and the period ended January 1, 2017, the Company did not record any impairment charges because no impairment trigger events occurred. Income taxes The Company has elected to be taxed as a partnership. Accordingly, the taxable income or loss of the Company is reported in the tax returns of the Members and no provision for federal or state income taxes is reflected in the accompanying consolidated financial statements. The 2016 federal and state income tax returns are open to examination from the Internal Revenue Service. Asset retirement obligations and asset removal agreement The Company's asset retirement obligations (ARO) relate to the Company's contractual obligations to retire the solar facilities under the terms of site lease agreements with the offtaker, or affiliates of the offtakers, of its PPAs. The land and roof leases require that, in addition to retirement of the solar facilities upon lease termination, the leased land or roof be restored to an agreed-upon condition.


 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2017 and January 1, 2017 9 On December 5, 2016, the Company entered into a System Removal Agreement with the Contractor, an affiliate of the Class C Member, requiring the Contractor to remove and administer the sale of the Systems at the Contractor’s expense (asset removal rights). This System Removal Agreement was entered in conjunction with an O&M agreement with the Contractor. The Company recorded the present value of the estimated obligations as they were incurred. Upon initial recognition of the Company's ARO, the carrying amount of the solar facilities was also increased. The asset retirement obligations are accreted to their future value at the expected time of retirement and the capitalized amount to solar facilities is depreciated over the estimated useful life. The Company periodically reviews the estimated ARO related to its contractual obligations to retire the solar facilities from the leased sites upon which the solar facilities were built. No adjustments to the ARO were made during the fiscal year ended December 31, 2017 and the period ended January 1, 2017. The asset removal rights from the Contractor is computed in the same manner as the ARO and effectively offsets the impacts of the ARO on the related asset removal cost included in the carrying amount of the solar facilities, the related depreciation expense of that asset removal cost, and the ARO accretion expense. The Company has elected to present the ARO net of the equally offsetting asset removal rights from the Contractor in the balance sheet. The following table reflects the changes in the asset retirement obligation: December 31, 2017 January 01, 2017 Asset retirement obligation, beginning: 107,964$ -$ Liabilities incurred 311,070 107,964 Accretion expense 87,114 - Asset retirement obligation, ending: 506,148$ 107,964$ Revenue recognition The Company recognizes revenues from the sale of electricity under PPAs with various entities upon the delivery of power at pre-determined rates specified in each contract. The Company determined the PPAs do not meet the definition of a lease or derivative and are accounted for as executory contracts. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed, and collectability is reasonably assured. As such, revenue on executory contracts is recognized when the underlying physical transaction is completed. See Note 5 for further analysis of the PPAs. The Company recognizes revenue from the sale of Renewable Energy Credits (“RECs”) under Renewable Energy Credits (“REC”) contracts. The Company has elected an accounting policy to treat REC revenue as a form of output from the Systems. The Company has also elected to treat pre-determined pricing in its contracts as fixed prices. The Company has determined its long-term REC contracts do not meet the criteria to be defined as a lease or classified as a derivative. The Company recognizes revenues generated under the REC contracts when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed, and collectability is reasonably assured. Therefore, revenue is recognized from the sale of RECs upon the transfer of RECs to the buyer. The Company recognizes revenue from the California Solar Initiative (“CSI”) program upon the delivery of electricity. The Company has elected an accounting policy to treat revenue from the CSI program contracts as a government incentive and not as a form of output from the Systems. The Company recognizes revenues generated under the CSI program contracts when persuasive


 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2017 and January 1, 2017 10 evidence of an arrangement exists, delivery has occurred, the price is fixed, and collectability is reasonably assured. Therefore, the Company recognizes revenue upon the delivery of electricity. Sales tax The Company has elected not to report sales taxes in revenues. The sales taxes are reported as accrued expenses. Leases Rents payable under operating leases are charged to operations on a straight-line basis over the term of the relevant lease. The excess of straight-line rent expense over scheduled rent payments is recorded as deferred rent. For the fiscal year ended December 31, 2017 and the period ended January 1, 2017, no deferred rent was recorded. Fair value of assets and liabilities The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amounts of cash, accounts receivable, unbilled receivable, prepaid expenses, and accrued liabilities approximate their respective fair values as of December 31, 2017 and January 1, 2017. Recent accounting pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued an update to the standards to clarify the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is effective for the Company no later than the first quarter of fiscal 2019 and requires a prospective approach to adoption. Early adoption is permitted. The Company is evaluating the potential impact of this standard on its consolidated financial statements and disclosures. In February 2016, the FASB issued an update to the standards to require lessees to recognize a lease liability and a right-of-use asset for all leases (lease terms of more than 12 months) at the commencement date. The new guidance is effective for the Company no later than the first quarter of fiscal 2020 and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is evaluating the potential impact of this standard on its consolidated financial statements and disclosures. In May 2014, the FASB issued a new revenue recognition standard based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In August 2015, the FASB deferred the effective date of this standard for all entities by one year. The new revenue recognition standard becomes effective for the Company in the first quarter of fiscal 2019, and is to be applied retrospectively using one of two prescribed methods. The Company is evaluating the application method and impact on its consolidated financial statements and disclosures. Note 3 - Asset acquisition On March 10 and 30 of 2017, Helix Fund acquired 100% of the membership interest of the below ProjectCos from the Seller. The transaction included the acquisition of certain project contract rights, including PPAs and site leases. Pursuant to the PCA, Helix Fund paid an aggregate purchase price of $16,997,483 which was capitalized as part of property and equipment, net in the accompanying consolidated balance sheet.


 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2017 and January 1, 2017 11 The transactions are accounted for as asset acquisitions. Northstar Macys East Coast 2016, LLC 5,965,900$ Northstar Macys Nevada, LLC 2,985,315 Northstar Macys Illinois, LLC 5,053,020 Helix Project I, LLC 2,993,248 Total asset acquisition 16,997,483$ On December 5 and 23, 2016, Helix Fund acquired 100% of the membership interest of the below ProjectCos from the Seller. The transaction included the acquisition of certain project contract rights, including PPAs and site leases. Pursuant to the PCA, Helix Fund paid an aggregate purchase price of $11,127,358 which was capitalized as part of property and equipment, net in the accompanying consolidated balance sheet. The transactions are accounted for as asset acquisitions. Northstar Macys US West, 2016, LLC 10,057,747$ Northstar acys Colorado, LLC 1,069,611 Total asset acquisition 11,127,358$ The Company made capital calls of its Members to purchase the assets. For the convenience of the parties involved, the Members were instructed to make their respective contributions directly to the seller. These contributions are noncash as Helix Fund never received or disbursed cash as part of the transaction. Note 4 - Property and equipment, net Property and equipment, net consisted of the following as of December 31, 2017 and January 1, 2017: December 31, 2017 January 01, 2017 Property and equipment, cost 28,124,841$ 11,127,358$ Accumulated depreciation (1,006,675) (33,526) Property and equipment, net 27,118,166$ 11,093,832$ Note 5 - Purchase power agreements The ProjectCos have entered into PPAs with various third-party off-takers. The terms of the PPAs range from 16 to 20 years starting on the respective System’s commercial operation date. Throughout the term of the PPAs, the off-taker agrees to purchase all of the energy delivered by the Systems at rates specified in the PPA. The PPAs with one of the off-takers permits the off-taker to purchase the System at fair market value on the fifteenth anniversary of the Commercial Operation Date. Upon expiration of the initial term, the PPAs permit the off-taker to extend the PPA at the fair market price for electricity generated by solar PV systems, purchase the System at fair market value, or require the ProjectCo to remove the System.


 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2017 and January 1, 2017 12 Note 6 - Related party transactions Management services On December 5, 2016, Helix Fund entered into a Management Agreement with the Class C Member to provide asset management services to the Company. The Company pays an annual management fee of approximately $25,000, which is payable in quarterly installments. The fee shall increase by two and a half percent (2.5%) annually. The agreement will automatically renew for one-year terms unless written notice is provided. The services provided for each System and ProjectCo shall terminate upon expiration of the respective PPA or the date in which the ProjectCo is ceases to be a subsidiary of Helix Fund. During the fiscal year ended 2017, Helix Fund incurred and paid $25,080 of management fees. During the period ended January 1, 2017, Helix Fund incurred and paid $986 of management fees. Operations and maintenance services On December 5, 2016, Helix Fund entered into an Operations and Maintenance (“O&M”) Agreement with the Contractor, an affiliate of the Class C Member, to provide operation and maintenance services to the ProjectCos. The Company pays an annual fee up to $20,000 per system, which is payable in quarterly installments. The fee shall increase by two and a half percent (2.5%) annually. The term for each System commences on the Substantial Completion Date, as defined in the applicable Engineering, Procurement and Construction Agreement, and last for ten years. During the fiscal year ended 2017, Helix Fund incurred and paid $126,375 of operations and maintenance fees. Helix Fund did not incur any operations and maintenance fees for the period ended January 1, 2017. Note payable On March 10, 2017, Helix Fund entered into a promissory note bearing annual interest at 7% of $100,000 with the Class B Member. The full balance was paid off on June 30, 2017. Note 7 - Members’ equity Members’ contributions As of December 31, 2017, contributions made by the Members are as follows: December 05, 2016 10,057,747$ December 23, 2016 1,069,611 March 10, 2017 14,602,885 March 30, 2017 2,394,598 Total capital contributions 28,124,841$ No further contributions are required from the Members unless all of the Members consent thereto in writing. In no circumstances shall the Class C Member be required or permitted to make any contributions.


 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2017 and January 1, 2017 13 Profit and losses allocation Profit and losses are allocated using the provisions of the LLC Agreement. Accordingly, all items of Company income, gain, loss and deduction (or items thereof) shall be allocated among the Capital Accounts of the Class A and B Members as follows: (i) Profits and losses generated during the period of time commencing on the Effective Date and ending on December 31, 2024 (“Allocation Period 1”) shall be allocated 99% to the Class A Member and 1% to the Class B Member; (ii) Profits and losses generated during the period of time commencing on the day immediately following the last day of Allocation Period 1 and ending on December 31, 2025 (“Allocation Period 2”) shall be allocated 84.5% to the Class A Member and 15.5% to the Class B Member; provided that if the Placed In Service Date for a Project occurs during 2017, then the Members may agree to adjust profit and loss allocation percentages during Allocation Period 2, and (iii) Profits and losses generated during the period of time commencing on the day immediately following the last day of Allocation Period 2 (“Allocation Period 3”) shall be allocated 5% to the Class A Member and 95% with respect to the Class B Member. Items of Company deduction or loss shall be adjusted upon certain tax events. Beginning in 2023, the Class A Member shall be allocated sufficient income (but in no event, shall such allocation exceed 99% of the Company income) to reduce any deficit in such Class A Member’s capital account. The Class C Member was admitted to conduct administrative activities for the Company. No contributions were required as part of the agreement. As a result, there was no profit and loss allocation to the Class C Member. Distributions Pursuant to the terms of the LLC Agreement, distributions of net cash flow from operations for each prior calendar quarter shall be made to the Members as follows: (i) Net Cash Flow attributable to the period commencing on the Effective Date and through the end of the PPA term of the ProjectCo shall be distributed to the Members as follows: (A) 98% to the Class B Member and (B) 2% to the Class A Member. (ii) Net Cash Flow attributable to the period commencing on the day after the PPA term of the ProjectCo shall be distributed to the Members as follows: (A) 55% to the Class B Members and (B) 45% to the Class A Members. As of December 31, 2017, distributions to the Class A Member and Class B Member totaled $18,622 and for $912,501, respectively. There were no distributions for the period ended January 1, 2017. The Class C Member was admitted to conduct administrative activities for the Company. No contributions were required as part of the agreement. As a result, there were no distributions to the Class C Member. Members’ equity allocation At December 31, 2017, consolidated members’ equity of $27,774,444 was allocated $11,748,620 to the Class A Member, $16,025,824 to the Class B Member, and $0 to the Class C Member. At January


 
Helix Fund I, LLC Notes to Consolidated Financial Statements December 31, 2017 and January 1, 2017 14 1, 2017, consolidated members’ equity of $11,080,094 was allocated $4,376,425 to the Class A Member and $6,703,669 to the Class B Member. Note 8 - Concentration of credit risk The Company maintains cash with financial institutions. At times, these balances may exceed the federal insurance limits; however, the Company has not experienced any losses with respect to its bank balances in excess of government provided insurance. Management believes that no significant concentration of credit risk exists with respect to these balances for the fiscal year ended December 31, 2017 and the period ended January 1, 2017. Note 9 - Concentration risks Approximately 58% and 10% of the Company’s total revenue is derived from PPAs for Macy’s Corporate Services, Inc. and Arvin Union School District, respectively, for the fiscal year ended December 31, 2017. All revenue was derived from PPAs for Macy’s Corporate Services, Inc. for the period ended January 1, 2017. Note 10 - Commitments and contingencies Site agreements The ProjectCos have entered into site agreements with the offtaker or affiliate of the offtaker of the property upon which the Systems are located. The site leases commence on the Effective Date of the site agreements and extend for 20 years or until the PPA expires. The base rent due to the landlord is de minimis. Environmental contingencies The Company reviews its obligations as they relate to compliance with environmental laws, including site restoration and remediation. During the fiscal year ended December 31, 2017 and the period ended January 1, 2017, there were no known environmental contingencies that required the Company to recognize a liability. Legal proceedings In the normal course of business, the Company may be notified of possible claims or assessments. The Company will record a provision for these claims when it is both probable that a liability has been incurred and the amount of the loss, or a range of the potential loss, can be reasonably estimated. These provisions are reviewed regularly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information or events pertaining to a particular case. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. Note 11 - Subsequent events Events that occur after the balance sheet date but before the financial statements were available to be issued must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at the balance sheet date are recognized in the accompanying financial statements. Subsequent events which provide evidence about conditions that existed after the balance sheet date, require disclosure in the accompanying notes. Management evaluated the activity of the Company through March 21, 2018 (the date the financial statements were available to be issued) and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.


 


 
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