Greenbacker Renewable Energy 10Q 2024 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-55610

GREENBACKER RENEWABLE ENERGY COMPANY LLC

(Exact Name of Registrant as Specified in its Charter)


Delaware						80-0872648
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

230 Park Avenue, Suite 1560

New York, NY 10169

Tel (646) 720-9463

(Address, including zip code and telephone number, including area code, of registrants principal executive office)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

N/A

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	☐	Accelerated filer	☐
Non-accelerated filer	☒	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 ☒

As of November 1, 2024, the registrant had 199,092,467 shares of common interests, $0.001 par value, outstanding.

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GLOSSARY OF KEY TERMS

When the following terms and abbreviations appear in the text of this report, except as otherwise indicated, they have the meanings indicated below:


Acquisition			The management internalization transaction completed by the Company on May 19, 2022
Adjusted EBITDA			A non-GAAP financial measure that the Company uses as a performance measure as well as for internal planning purposes

Advisers Act			The Investment Advisers Act of 1940

AEC Companies			LED Funding LLC and Renew AEC One LLC

ASC			Accounting Standards Codification
ASU			Accounting Standards Update
ASC 946 or Investment Basis			Investment Basis ASC Topic 946, Financial Services – Investment Companies. The accounting method used by the Company prior to the Acquisition on May 19, 2022
Aurora Solar			Aurora Solar Holdings, LLC

COD			Commercial Operations Date
CODM			Chief Operating Decision Maker
Contribution Agreement			Contribution agreement between Greenbacker Renewable Energy Company LLC and Greenbacker Capital Management LLC’s former parent, Greenbacker Group LLC under which the Acquisition was implemented
DRP			Distribution Reinvestment Plan
Earnout Shares			Class EO common shares issued as part of the Acquisition
EBITDA			A non-GAAP financial measure that adjusts income before income taxes to exclude interest, depreciation expense and amortization expense

EPC			Engineering, procurement, and construction
Exchange Act			Securities Exchange Act of 1934
FASB			Financial Accounting Standards Board

FFO			A non-GAAP financial measure that the Company uses as a performance measure to analyze net earnings from operations without the effects of certain non-recurring items that are not indicative of the ongoing operating performance of the business
Fifth Operating Agreement			Fifth Amended and Restated Limited Liability Company Operating Agreement of Greenbacker Renewable Energy Company LLC
Fourth Operating Agreement			Fourth Amended and Restated Limited Liability Company Operating Agreement of Greenbacker Renewable Energy Company LLC

GCM			Greenbacker Capital Management LLC
GDEV			Greenbacker Development Opportunities Fund I, LP

GDEV GP			Greenbacker Development Opportunities Fund GP I, LLC
GDEV GP II			Greenbacker Development Opportunities GP II, LLC
GDEV I			Greenbacker Development Opportunities Fund I, LP and Greenbacker Development Opportunities Fund I, LP (B)
GDEV II			Greenbacker Development Opportunities Fund II, LP and Greenbacker Development Opportunities Fund II, LP (B)
GREC			Greenbacker Renewable Energy Corporation, a Maryland corporation
GREC HoldCo or GREC Entity Holdco			GREC Entity HoldCo LLC, a wholly owned subsidiary of GREC
GREC II			Greenbacker Renewable Energy Company II, LLC
Greenbacker Administration or Administrator			Greenbacker Administration LLC
Group LLC			Greenbacker Group LLC
GROZ			Greenbacker Renewable Opportunity Zone Fund LLC
GROZ, GDEV I, GDEV II and GREC II			The managed funds
GW			Gigawatts
HLBV			Hypothetical Liquidation at Book Value
IM			The Investment Management segment represents GCM’s investment management platform – a renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act

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IPP			The Independent Power Producer segment represents the active management and operations of the Company's fleet of renewable energy projects, including those in late-stage development and under construction
IRA			Inflation Reduction Act of 2022

ITC			Investment Tax Credit


kWh			Kilowatt hours



LPU Holder			GB Liquidation Performance Holder LLC
MIPA			Membership Interest Purchase Agreement
MSV			Monthly share value
MW			Megawatts: (DC) for all solar assets and (AC) for wind assets
MWh			Megawatt Hours
N/A			Not applicable
NAV			Net asset value
NCI			Noncontrolling interests
NM			Not meaningful
Non-Investment Basis			Non-investment company U.S. GAAP accounting the Company applied subsequent to the Acquisition


OYA			OYA-Rosewood Holdings LLC, previously OYA Solar B1 Intermediate Holdco LLC
PPA			Power Purchase Agreement
PTC			Production Tax Credit

REC			Renewable Energy Credit
RNCI			Redeemable noncontrolling interests

RPS			Renewable Portfolio Standard
SEC			Securities and Exchange Commission
SOFR			Secured Overnight Financing Rate
Special Unit			Prior to the Acquisition, referred to the special unit of the limited liability company interest in the Greenbacker Renewable Energy Company LLC entitling the Special Unitholder to a performance participation fee
Special Unitholder			GREC Advisors, LLC, a Delaware limited liability company, which is a subsidiary of GCM
SRP			Share Repurchase Program
Tax Equity Investors			Third-party passive investors under tax equity financing facilities
TCJA			Tax Cuts and Jobs Act of 2017
U.S. GAAP			U.S. generally accepted accounting principles
VIE			Variable interest entities
We, us, our and the Company			Greenbacker Renewable Energy Company LLC and its subsidiaries as of and subsequent to May 19, 2022

iii

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Forward Looking Statements

Various statements in this Quarterly Report on Form 10-Q (this “Quarterly Report”), including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects, revenues, income and capital spending. We generally identify forward-looking statements with the words “believe,” “intend,” “expect,” “seek,” “may,” “will,” “should,” “would,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project” or their negatives, and other similar expressions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results, or to our expectations regarding future industry trends, are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. The forward-looking statements contained in this Quarterly Report are largely based on our expectations, which reflect many estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. In addition, assumptions about future events may prove to be inaccurate. We caution all readers that the forward-looking statements contained in this Quarterly Report are not guarantees of future performance, and we cannot assure any reader that such statements will prove correct or that the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to the numerous risks and uncertainties as described under Part I — Item 1A. Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and Part II — Item 1A. Risk Factors and elsewhere in this Quarterly Report. All forward-looking statements are based upon information available to us on the date of this Quarterly Report. We undertake no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the Securities and Exchange Commission (“SEC”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These cautionary statements qualify all forward-looking statements attributable to us, or persons acting on our behalf. The risks, contingencies and uncertainties associated with our forward-looking statements relate to, among other matters, the following:

•volatility of the global financial markets and uncertain economic conditions, including changes in interest rates, inflationary pressures, recessionary concerns or global supply chain issues;

•other changes in the economy;

•the ability to complete the under construction renewable energy projects that we acquire;

•our inability to obtain or re-negotiate long-term contracts for the sale of our power produced by our projects on favorable terms and our inability to meet certain milestones and other performance criteria under existing power purchase agreements (“PPAs”);

•our relationships with project developers, lawyers, investment and commercial banks, individual and institutional investors, consultants, diligence specialists, engineering, procurement, and construction companies (“EPCs”), contractors, renewable energy technology manufacturers (such as panel manufacturers), solar insurance specialists, component manufacturers, software providers and other industry participants in the renewable energy, capital markets and project finance sectors;

•fluctuations in supply, demand, prices and other conditions for electricity, other commodities and renewable energy credits (“RECs”);

•public response to and changes in the local, state and federal regulatory framework affecting renewable energy projects, including the potential expiration or extension of the production tax credit (“PTC”), investment tax credit (“ITC”) and the related United States (“U.S.”) Treasury grants, potential reductions in renewable portfolio standard (“RPS”) requirements and the impacts of the passage of the Inflation Reduction Act of 2022 (“IRA”);

•competition from other energy developers and asset managers;

•the worldwide demand for electricity and the market for renewable energy;

•the ability or inability of conventional fossil fuel-based generation technologies to meet the worldwide demand for electricity;

•our competitive position and our expectation regarding key competitive factors;

•risks associated with our hedging strategies;

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•potential environmental liabilities and the cost of compliance with applicable environmental laws and regulations, which may be material;

•our electrical production projections (including assumptions of curtailment and facility availability) for our renewable energy projects;

•our ability to operate our business efficiently, manage costs (including salary and compensation related expenses and other general and administrative expenses) effectively and generate cash flow;

•availability of suitable renewable energy resources and other weather conditions that affect our electricity production;

•the effects of litigation, including administrative and other proceedings or investigations relating to our renewable energy projects;

•non-payment by customers and enforcement of certain contractual provisions;

•the lack of a public trading market for our shares;

•the ability to make and the amount and timing of anticipated future distributions;

•risks associated with possible disruption in our operations or the economy generally due to terrorism, natural or man-made disasters, pandemics or threatened or actual armed conflicts;

•future changes in laws or regulations and conditions in our operating areas;

•the loss of our exemption from the definition of an “investment company” under the Investment Company Act of 1940, as amended;

•fiscal policies or inaction at the U.S. federal government level, which may lead to federal government shutdowns or negative impacts on the U.S economy;

•the ability to obtain financing or raise capital to achieve our business plans;

•failure to attract and retain qualified personnel, increased labor costs, and the unavailability of skilled workers; and

•risks associated with non-compliance with certain covenant requirements under our credit facilities.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)


	September 30, 2024		December 31, 2023
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	108,432	$	96,872
Restricted cash, current	61,070		85,235
Accounts receivable, net	33,408		23,310
Derivative assets, current	16,082		24,062
Contingent consideration	40,808		—
Other current assets	26,983		62,429
Total current assets	286,783		291,908
Noncurrent assets:
Restricted cash	3,124		5,568
Property, plant and equipment, net	2,336,546		2,133,877
Intangible assets, net	421,958		453,214
Goodwill	221,314		221,314
Investments, at fair value	89,222		94,878
Derivative assets	65,604		118,106
Other noncurrent assets	220,388		140,740
Total noncurrent assets	3,358,156		3,167,697
Total assets	$	3,644,939	$	3,459,605

Liabilities, Redeemable Noncontrolling Interests and Equity
Current liabilities:
Accounts payable and accrued expenses	$	90,929	$	79,288
Shareholder distributions payable	—		7,606
Contingent consideration, current	12,466		16,546
Current portion of long-term debt	106,204		82,855
Current portion of failed sale-leaseback financing and deferred ITC gain	45,667		69,436

Other current liabilities	14,110		7,997
Total current liabilities	269,376		263,728
Noncurrent liabilities:
Long-term debt, net of current portion	974,859		935,397
Failed sale-leaseback financing and deferred ITC gain, net of current portion	225,339		169,829
Contingent consideration, net of current portion	35,884		42,307

Deferred tax liabilities, net	52,803		58,696
Operating lease liabilities	201,010		108,406
Out-of-market contracts, net	183,946		194,785
Other noncurrent liabilities	56,882		53,492
Total noncurrent liabilities	1,730,723		1,562,912
Total liabilities	$	2,000,099	$	1,826,640

Commitments and contingencies (Note 13. Commitments and Contingencies)

Redeemable noncontrolling interests	$	1,828	$	2,179
Redeemable common shares, par value, $0.001 per share, 85 and 873 outstanding as of 2024 and 2023, respectively	—		1
Redeemable common shares, additional paid-in capital	658		7,245

Equity:
Preferred shares, par value, $0.001 per share, 50,000 authorized; none issued and outstanding	—		—
Common shares, par value, $0.001 per share, 350,000 authorized, 199,335 and 197,749 outstanding as of 2024 and 2023, respectively	199		198
Additional paid-in capital	1,788,843		1,770,060
Accumulated deficit	(409,130)		(306,525)
Accumulated other comprehensive income	36,661		45,932
Noncontrolling interests	225,781		113,875
Total equity	1,642,354		1,623,540
Total liabilities, redeemable noncontrolling interests and equity	$	3,644,939	$	3,459,605

The accompanying notes are an integral part of these Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share data)



	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Revenue
Energy revenue	$	48,396	$	43,721	$	143,271	$	126,115
Investment Management revenue	4,878		2,842		14,386		9,174
Other revenue	2,083		2,626		4,778		5,896
Contract amortization, net	(3,355)		(4,088)		(9,430)		(13,832)
Total net revenue	$	52,002	$	45,101	$	153,005	$	127,353

Operating expenses
Direct operating costs	41,077		27,962		92,130		77,446
General and administrative	13,347		12,255		55,558		44,914
Depreciation, amortization and accretion	20,749		54,685		61,685		104,831
Gain on deconsolidation, net	—		—		(5,722)		—
Impairment of long-lived assets, net and project termination costs	26,380		50,662		32,710		50,662
Total operating expenses	101,553		145,564		236,361		277,853

Operating loss	(49,551)		(100,463)		(83,356)		(150,500)

Interest (expense) income, net	(21,134)		13,369		(35,158)		7,912
Change in fair value of investments, net	2,822		(1,945)		656		(1,268)
Other income, net	630		215		628		245

Loss before income taxes	(67,233)		(88,824)		(117,230)		(143,611)
Benefit from income taxes	8,834		11,536		2,579		14,155
Net loss	$	(58,399)	$	(77,288)	$	(114,651)	$	(129,456)
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	(12,027)		(16,827)		(48,974)		(65,808)
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(46,372)	$	(60,461)	$	(65,677)	$	(63,648)

Earnings per share
Basic	$	(0.23)	$	(0.31)	$	(0.33)	$	(0.32)
Diluted	$	(0.23)	$	(0.31)	$	(0.33)	$	(0.32)

Weighted average shares outstanding
Basic	199,486		197,153		199,273		199,653
Diluted	199,486		197,153		199,273		199,653

The accompanying notes are an integral part of these Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)

(in thousands)



	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Net loss	$	(58,399)	$	(77,288)	$	(114,651)	$	(129,456)

Total other comprehensive (loss) income, net of tax
Unrealized (loss) gain on derivatives designated as cash flow hedges and changes in Accumulated other comprehensive (loss) income, net of tax	(24,716)		27,332		(9,271)		24,521
Total other comprehensive (loss) income, net of tax	$	(24,716)	$	27,332	$	(9,271)	$	24,521

Comprehensive loss	(83,115)		(49,956)		(123,922)		(104,935)
Less: Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests	(12,027)		(16,827)		(48,974)		(65,808)
Comprehensive loss attributable to Greenbacker Renewable Energy Company LLC	$	(71,088)	$	(33,129)	$	(74,948)	$	(39,127)

The accompanying notes are an integral part of these Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024

(unaudited)

(in thousands)


	Shares	Par Value		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income		Noncontrolling interests		Total equity		Redeemable common shares		Par value - redeemable common shares		Additional paid-in capital - redeemable common shares		Redeemable noncontrolling interests








































Balances as of June 30, 2024	199,097	$	199	$	1,790,491	$	(362,756)	$	61,377	$	148,592	$	1,637,903	$	85	$	—	$	657	$	1,831




Repurchases of common shares	(102)	—		(794)		—		—		—		(794)		—		—		—		—

Deferred shareholder servicing fees	—	—		—		(2)		—		—		(2)		—		—		—		—

Unrealized loss on derivatives designated as cash flow hedges and changes in Accumulated other comprehensive income (loss), net of tax	—	—		—		—		(24,716)		—		(24,716)		—		—		—		—
Noncontrolling interests of Illinois Winds LLC	—	—		—		—		—		47,474		47,474		—		—		—		—
Contributions from noncontrolling interests, net	—	—		—		—		—		48,096		48,096		—		—		—		—
Distributions to noncontrolling interests	—	—		—		—		—		(6,278)		(6,278)		—		—		—		(79)

Earnout Share participation	2	—		16		—		—		—		16		—		—		—		—
Earnout Share participation reclassification to temporary equity	—	—		(1)		—		—		—		(1)		—		—		1		—


Share-based compensation expense	6	—		1,010		—		—		—		1,010		—		—		—		—
Issuance of shares related to share-based compensation	332	—		—		—		—		—		—		—		—		—		—
Shares withheld related to net share settlement of equity awards	—	—		(1,879)		—		—		—		(1,879)		—		—		—		—


Net loss	—	—		—		(46,372)		—		(12,103)		(58,475)		—		—		—		76
Balances as of September 30, 2024	199,335	$	199	$	1,788,843	$	(409,130)	$	36,661	$	225,781	$	1,642,354	$	85	$	—	$	658	$	1,828

The accompanying notes are an integral part of these Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

(unaudited)

(in thousands)


	Shares	Par Value		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income		Noncontrolling interests		Total equity		Redeemable common shares		Par value - redeemable common shares		Additional paid-in capital - redeemable common shares		Redeemable noncontrolling interests
Balances as of December 31, 2023	197,749	$	198	$	1,770,060	$	(306,525)	$	45,932	$	113,875	$	1,623,540	873		$	1	$	7,245	$	2,179



Issuance of common shares under distribution reinvestment plan	870	1		7,055		—		—		—		7,056		—		—		—		—
Repurchases of common shares	(316)	—		(2,545)		—		—		—		(2,545)		(428)		(1)		(3,515)		—

Deferred shareholder servicing fees	—	—		—		(51)		—		—		(51)		—		—		—		—
Shareholder distributions	—	—		—		(36,717)		—		—		(36,717)		—		—		(74)		—
Unrealized loss on derivatives designated as cash flow hedges and changes in Accumulated other comprehensive income (loss), net of tax	—	—		—		—		(9,271)		—		(9,271)		—		—		—		—
Noncontrolling interests of Illinois Winds LLC	—	—		—		—		—		114,566		114,566		—		—		—		—
Contributions from noncontrolling interests, net	—	—		—		—		—		61,408		61,408		—		—		—		—
Distributions to noncontrolling interests	—	—		—		—		—		(15,182)		(15,182)		—		—		—		(244)
Buyout of noncontrolling interests	—	—		—		—		—		—		—		—		—		—		(179)
Earnout Share participation	322	—		2,660		—		—		—		2,660		—		—		—		—
Earnout Share participation reclassification to temporary equity	(11)	—		(92)		—		—		—		(92)		11		—		92		—

Class P-I Share reclassification to permanent equity	371	—		3,090		—		—		—		3,090		(371)		—		(3,090)		—
Share-based compensation expense	18	—		10,494		—		—		—		10,494		—		—		—		—
Issuance of shares related to share-based compensation	332	—		—		—		—		—		—		—		—		—		—
Shares withheld related to net share settlement of equity awards	—	—		(1,879)		—		—		—		(1,879)		—		—		—		—


Net loss	—	—		—		(65,677)		—		(48,905)		(114,582)		—		—		—		(69)
Redemption value adjustment for redeemable noncontrolling interest	—	—		—		(160)		—		19		(141)		—		—		—		141
Balances as of September 30, 2024	199,335	$	199	$	1,788,843	$	(409,130)	$	36,661	$	225,781	$	1,642,354	$	85	$	—	$	658	$	1,828

The accompanying notes are an integral part of these Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023

(unaudited)

(in thousands)


	Shares	Par Value		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income		Noncontrolling interests		Total equity		Redeemable common shares		Par value - redeemable common shares		Additional paid-in capital - redeemable common shares		Redeemable noncontrolling interests






















Balances as of June 30, 2023	196,917	$	197	$	1,758,468	$	(172,451)	$	53,283	$	81,565	$	1,721,062	—		$	—	$	—	$	2,034
Issuance of common shares under distribution reinvestment plan	663	1		5,733		—		—		—		5,734		—		—		—		—
Repurchases of common shares	(46)	—		(387)		—		—		—		(387)		—		—		—		—
Deferred shareholder servicing fees	—	—		—		(35)		—		—		(35)		—		—		—		—
Shareholder distributions	—	—		—		(27,627)		—		—		(27,627)		—		—		—		—
Unrealized loss on derivatives designated as cash flow hedges and changes in Accumulated other comprehensive income (loss), net of tax	—	—		—		—		27,332		—		27,332		—		—		—		—
Contributions from noncontrolling interests, net	—	—		—		—		—		18,236		18,236		—		—		—		—
Distributions to noncontrolling interests	—	—		—		—		—		(4,812)		(4,812)		—		—		—		—
Earnout Share participation	229	—		2,002		—		—		—		2,002		—		—		—		—
Share-based compensation expense	6	—		3,155		—		—		—		3,155		—		—		—		—
Reclassification of participating Earnout Shares to temporary equity	(122)	—		(1,069)		54		—		—		(1,015)		122		—		1,016		—
Reclassification of Class P-I shares to temporary equity	(742)	(1)		(6,504)		349		—		—		(6,156)		742		1		6,155		—
Other noncontrolling interest activity	—	—		—		—		—		(75)		(75)		—		—		—		—
Net loss	—	—		—		(60,461)		—		(16,827)		(77,288)		—		—		—		—
Balances as of September 30, 2023	196,905	$	197	$	1,761,398	$	(260,171)	$	80,615	$	78,087	$	1,660,126	$	864	$	1	$	7,171	$	2,034

The accompanying notes are an integral part of these Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(unaudited)

(in thousands)


	Shares	Par Value		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income		Noncontrolling interests		Total equity		Redeemable common shares		Par value - redeemable common shares		Additional paid-in capital - redeemable common shares		Redeemable noncontrolling interests
Balances as of December 31, 2022	198,044	$	198	$	1,763,061	$	(114,680)	$	56,094	$	84,008	$	1,788,681	$	—	$	—	$	—	$	2,034
Issuance of common shares under distribution reinvestment plan	1,974	3		17,119		—		—		—		17,122		—		—		—		—
Repurchases of common shares	(5,755)	(6)		(50,463)		—		—		—		(50,469)		—		—		—		—

Deferred shareholder servicing fees	—	—		—		(115)		—		—		(115)		—		—		—		—
Shareholder distributions	—	—		—		(82,131)		—		—		(82,131)		—		—		—		—
Unrealized loss on derivatives designated as cash flow hedges and changes in Accumulated other comprehensive income (loss), net of tax	—	—		—		—		24,521		—		24,521		—		—		—		—
Contributions from noncontrolling interests, net	—	—		—		—		—		73,875		73,875		—		—		—		—
Distributions to noncontrolling interests	—	—		—		—		—		(13,299)		(13,299)		—		—		—		—
Earnout Share participation	3,489	3		30,794		—		—		—		30,797		—		—		—		—
Share-based compensation expense	17	—		8,460		—		—		—		8,460		—		—		—		—
Reclassification of participating Earnout Shares to temporary equity	(122)	—		(1,069)		54		—		—		(1,015)		122		—		1,016		—
Reclassification of Class P-I shares to temporary equity	(742)	(1)		(6,504)		349		—		—		(6,156)		742		1		6,155		—
Other noncontrolling interest activity	—	—		—		—		—		(689)		(689)		—		—		—		—
Net loss	—	—		—		(63,648)		—		(65,808)		(129,456)		—		—		—		—
Balances as of September 30, 2023	196,905	$	197	$	1,761,398	$	(260,171)	$	80,615	$	78,087	$	1,660,126	$	864	$	1	$	7,171	$	2,034

The accompanying notes are an integral part of these Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)


	Nine months ended September 30,
	2024		2023
Cash Flows from Operating Activities
Net loss	$	(114,651)	$	(129,456)
Adjustments to reconcile Net loss to Net cash provided by operating activities:
Depreciation, amortization and accretion	71,115		118,663
Gain on deconsolidation, net	(5,722)		—
Impairment of long-lived assets, net	19,082		50,662

Share-based compensation expense	12,980		8,460
Changes in fair value of contingent consideration	(3,764)		(4,103)
Amortization of financing costs and debt discounts	4,273		3,743
Amortization of interest rate swap contracts	1,340		5,008
Change in fair value of interest rate swaps, net	(5,197)		(35,997)
Gain on interest rate swaps, net	(1,410)		—
Change in fair value of investments	(656)		1,268
Deferred income taxes	(2,579)		(14,155)
Interest expense on failed sale-leaseback financing and deferred ITC gain	8,558		—
Other	2,454		2,717
Changes in operating assets and liabilities:
Accounts receivable	(11,002)		(8,874)
Current and noncurrent derivative assets	53,749		33,947
Other current and noncurrent assets	7,815		(13,867)
Accounts payable and accrued expenses	21,445		13,433
Operating lease liabilities	(500)		(826)
Other current and noncurrent liabilities	(990)		3,499
Net cash provided by operating activities	56,340		34,122

Cash Flows from Investing Activities
Purchases of property, plant and equipment	(236,837)		(266,338)
Net deposits returned (paid) for property, plant and equipment	7,982		(4,500)
Purchases of investments	(271)		(4,048)
Return of capital on investments	6,584		—
Loans made to other parties	(17,658)		—
Receipts from notes receivable	46,204		12,450


Net cash used in investing activities	(193,996)		(262,436)

Cash Flows from Financing Activities
Shareholder distributions	(37,341)		(65,278)
Return of collateral paid for swap contract	—		1,735
Repurchases of common shares	(1,773)		(50,035)
Shares withheld related to net share settlement of equity awards	(1,880)		—
Deferred shareholder servicing fees	(2,380)		(2,654)
Contributions from noncontrolling interests	87,692		73,910
Distributions to noncontrolling interests	(12,906)		(12,828)
Buyout of noncontrolling interest	(179)		—
Proceeds from borrowings	274,689		261,371
Payments on borrowings	(202,386)		(88,170)
Proceeds from failed sale-leaseback	111,453		—
Payments on failed sale-leaseback	(87,275)		—
Payments for loan origination costs	(5,107)		(3,200)

Net cash provided by financing activities	122,607		114,851

Net decrease in Cash, cash equivalents and Restricted cash	(15,049)		(113,463)
Cash, cash equivalents and Restricted cash at beginning of period	187,675		190,698
Cash, cash equivalents and Restricted cash at end of period	$	172,626	$	77,235

The accompanying notes are an integral part of these Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

These Notes to the Consolidated Financial Statements (unaudited) were prepared as of September 30, 2024 and December 31, 2023 and for the three and nine months ended September 30, 2024 and 2023, respectively. All references to the “Company” in these Notes refer to Greenbacker Renewable Energy Company LLC and its consolidated subsidiaries unless otherwise expressly stated or context requires otherwise. This report does not constitute an offer of any of the Company’s managed funds as described herein.

Note 1. Organization and Operations of the Company

Organization

Greenbacker Renewable Energy Company LLC (the “Company” or “GREC LLC”) is a Delaware limited liability company formed in December 2012. The Company is an energy transition, renewable energy and investment management (“IM”) company that acquires, constructs and operates renewable energy and energy efficiency projects, as well as finances the construction and/or operation of these and other sustainable development projects and businesses and provides through Greenbacker Capital Management LLC (“GCM”) investment management services to funds within the sustainable infrastructure and renewable energy industry. As of September 30, 2024, the Company’s fleet comprised 425 renewable energy projects with an aggregate power production capacity of approximately 3.2 gigawatts (“GW”), which includes operating capacity of approximately 1.6 GW and pre-operational capacity of approximately 1.6 GW. As of September 30, 2024, GCM serves as the registered investment adviser of four funds in the sustainable and renewable energy industry.

The Company conducts substantially all its operations through its wholly owned subsidiary, Greenbacker Renewable Energy Corporation (“GREC”). The Company operates as a fully integrated and internally managed company after acquiring GCM and several other related entities, which are now wholly owned subsidiaries of GREC. The Company’s fiscal year-end is December 31.

The Company suspended the payment of shareholder distributions effective following the distribution payment on May 1, 2024. In connection with suspending shareholder distributions, the Company also suspended the distribution reinvestment plan (“DRP”) which was offered to shareholders who could elect to have the full amount of cash distributions reinvested in additional shares. The Company offered the share repurchase program (“SRP”) pursuant to which quarterly share repurchases were conducted to allow shareholders to sell shares back to the Company. On September 23, 2023, the Company suspended the SRP (except with respect to repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder). Refer to Note 16. Equity for additional information.

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Note 2. Significant Accounting Policies

Basis of Presentation

The Company’s Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the regulations of the Securities and Exchange Commission (the “SEC”) and includes Greenbacker Renewable Energy Company LLC and its consolidated subsidiaries. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as permitted by such rules and regulations.

Interim Financial Statements

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and Article 10 of Regulation S-X of the SEC for interim financial information, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The Consolidated Financial Statements presented in this Quarterly Report are unaudited; however, in the opinion of management, the Consolidated Financial Statements reflect all adjustments, consisting solely of normal, recurring adjustments, necessary for the fair presentation of the financial statements for the periods presented. The results disclosed in the Consolidated Statements of Operations for the three and nine months ended September 30, 2024, are not necessarily indicative of the results to be expected for the full year.

The Company presents amounts in the Consolidated Financial Statements in thousands within tables and millions within text (unless otherwise specified) and calculates all percentages and per share data from underlying whole dollar amounts. Thus, certain amounts may not foot, cross foot, or recalculate based on reported numbers due to rounding. Prior period amounts have been updated to be presented in thousands and differences to prior filings are due to rounding.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on prior periods’ results.

Basis of Consolidation

The Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and those of its subsidiaries in which it has a controlling financial and/or voting interest. All intercompany balances and transactions have been eliminated in consolidation. The Company determines whether it has a controlling interest in an entity by first evaluating whether the entity is a variable interest entity (“VIE”) under U.S. GAAP. Refer to Note 5. Variable Interest Entities for further details.

Use of Estimates

The preparation of the Company’s Consolidated Financial Statements in conformity with U.S. GAAP requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company bases its estimates on historical experience, current business factors and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions.

The Company evaluates the adequacy of its reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include, but are not limited to: (i) the fair values of the reporting units used in assessing the recoverability of goodwill; (ii) estimates of future undiscounted net cash flows used in assessing the recoverability of long-lived assets; (iii) the change in fair value of equity method investments for which the fair value option has been elected; (iv) the change in fair value of contingent consideration; (v) the useful lives of intangible assets; (vi) the grant date fair value of restricted share units and performance restricted share units; (vii) derivative assets for the interest rate swaps; and (viii) valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income. Although some variability is inherent in these estimates, the Company believes that the current estimates are reasonable in all material respects. Adjustments related to changes in estimates are reflected in the Company’s Consolidated Financial Statements in the period for which those estimates changed. Refer to the subsequent footnotes to these Condensed Consolidated Financial Statements for additional information on the Company’s estimates.

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Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents include investments in highly liquid money market instruments with an original maturity of three months or less. Restricted cash consists of cash accounts used as collateral for letters of credit and requirements for financial institutional loans and purchase and sale agreements that are restricted for use on certain of the Company’s renewable energy projects.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported on the Consolidated Balance Sheets that aggregate to the beginning and ending balances shown in the Consolidated Statements of Cash Flows for the nine months ended September 30, 2024:


(in thousands)	September 30, 2024		December 31, 2023
Cash and cash equivalents	$	108,432	$	96,872
Restricted cash, current	61,070		85,235
Restricted cash	3,124		5,568
Total cash and cash equivalents and restricted cash	$	172,626	$	187,675

Supplemental Cash Flow Information

The following table presents information regarding the Company’s non-cash investing and financing activities as well as the cash paid for interest:


	Nine months ended September 30,
(in thousands)	2024		2023
Non-cash investing activities
Capital expenditures incurred but not paid	$	30,834	$	50,328

Non-cash financing activities
Deferred shareholder servicing fees payable	$	7,940	$	8,434
Redemptions payable	4,648		32,631
Distribution payable to shareholders	—		7,940
Non-cash contributions from noncontrolling interests, net	87,865		—
Non-cash distributions to noncontrolling interests	$	1,858	$	3,777

Cash paid for
Interest paid, net of amounts capitalized	$	31,606	$	19,194

Sale Leasebacks

The Company is party to sale-leaseback arrangements that provide for the sale of certain assets to a third-party and simultaneous leaseback to the Company. In accordance with Accounting Standards Codification (“ASC”) 842-40, Sale-Leaseback Transactions, the Company applies ASC 606-10, which states that if the seller-lessee retains, through the leaseback, substantially all of the benefits and risks incident to the ownership of the property sold, the sale-leaseback transaction is accounted for as a financing arrangement. An example of this type of criteria would include an option to repurchase the assets or the buyer-lessor having the option to sell the assets back to the Company. This provision is included in the Company’s sale-leaseback arrangements. As such, the Company accounts for these arrangements as financings.

Under the financing method, the Company does not recognize as income any of the sale proceeds received from the lessor that contractually constitutes payment to acquire the assets subject to these arrangements. Instead, the sale proceeds received are accounted for as financing obligations and leaseback payments made by the Company are allocated between interest expense and a reduction to the financing obligation. Interest on the financing obligation is calculated using the Company’s incremental borrowing rate (“IBR”) or an imputed rate at the inception of the arrangement on the outstanding financing obligation. Judgment is required to determine the appropriate borrowing rate for the arrangement and in determining any gain or loss on the transaction that would be recorded either at the end of or over the lease term.

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As part of the arrangement, the Company will still operate and earn revenues from the facility throughout the lease term while the lessor will be entitled to all available tax benefits. The Company is statutorily obligated to continue operating the facility over the five-year recapture period. The Company has the option to renew the lease or repurchase the assets sold at the end of the lease term or earlier since an early buy option is present in the contract. The investment tax credits (“ITCs”), and other tax benefits associated with these projects transfer to the lessor/buyer; however, the payments are structured so that the Company is compensated for the transfer of the related tax attributes.

The Company applies the guidance within ASC 842-10-15-28 and ASC 606-10-25-19 analogically on separating components of a contract to determine whether the ITCs received by lessor/buyer and the Company’s corresponding obligations to continue operating the projects should be separated from the financing liability. The Company determined these transactions to consist of two components: the aforementioned financing obligation as well as income from the transfer of the associated tax benefits which are initially deferred and will be recognized over the five-year recapture period on the anniversary date of each transaction.

The Company applies the guidance within ASC 606-10-32-16 through 17 to assess the deferred gain related to the transfer of the tax benefits and determined these transactions to have significant financing component present in the contract. The effect of significant financing component is recorded as an adjustment or an increase to Current portion of failed sale-leaseback financing and deferred ITC gain and Failed sale-leaseback financing and deferred ITC gain, net of current portion on the Consolidated Balance Sheets using an appropriate interest rate determined by the Company. As a result, the Company records the deferred gain attributable to the transfer of the tax attributes over the contractual or five-year ITC recapture period in earnings with the associated interest recorded as Interest (expense) income, net on the Consolidated Statements of Operations.

Origination costs are capitalized and amortized as interest expense on a straight-line basis over the term of the related lease term and presented as a direct deduction from the carrying amount of the related financing obligation on the Consolidated Balance Sheets.

Refer to Note 10. Debt for more details regarding sale leaseback transactions recorded as financing arrangements.

Risks and Uncertainties

The Company’s business and the success of its strategies are affected by global and domestic economic, political and market conditions generally and including the local economic conditions where its assets are located. Certain external events such as public health crises (e.g., COVID-19), natural disasters and geopolitical events, including the ongoing conflict between Russia, Belarus and Ukraine, and the more recent Middle East conflict, have recently led to increased financial and credit market volatility and disruptions, leading to record inflationary pressure, changes in interest rates, supply chain issues, labor shortages and recessionary concerns. The Federal Reserve has reduced interest rates during 2024; however, there is no guarantee further reductions in interest rates may occur. The full impact of such external events on the financial and credit markets and consequently on the Company’s future financial conditions and results of operations is uncertain and cannot be fully predicted. The Company continues to monitor these events and will adjust its operations as necessary.

Concentration of Risk

The Company’s derivative financial instruments and PPAs potentially subject the Company to concentrations of credit risk. The maximum exposure to loss due to credit risk of counterparties to either: (i) the Company’s derivative financial instruments or (ii) the Company’s PPAs, would generally equal: (a) the fair value of derivative financial instruments presented in the Company’s Consolidated Balance Sheets or (b) the revenue otherwise expected to be earned under the terms of the PPAs, had the relevant offtakers performed their obligations. The Company manages this credit risk by maintaining a diversified portfolio of creditworthy counterparties.

The Company determines which customers, if any, comprise over ten percent of either revenue or accounts receivable. The Company had no customers from which revenue exceeded ten percent of total revenue for the three and nine months ended September 30, 2024. The Company had no customers from which revenue exceeded ten percent of total revenue for the three and nine months ended September 30, 2023. As of September 30, 2024, the Company had one customer from which the receivable balance was 23.8% of total accounts receivable. As of December 31, 2023, the Company had one customer from which the receivable balance was 24.4% of total accounts receivable.

Refer to Note 11. Derivative Instruments and Note 4. Revenue for further details.

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Recent Accounting Pronouncements - Adopted

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-01, “Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards,” which provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for in accordance with Topic 718. The amendments in ASU 2024-01 are effective for fiscal years beginning after December 15, 2024, with the early adoption permitted. The amendments may be applied either retrospectively or prospectively on the date of adoption. The Company elected to early adopt the amendments in ASU 2024-01 prospectively and will apply this ASU to all new profits interest awards issued beginning January 1, 2024. The ASU did not have any impact on its Consolidated Financial Statements and related disclosures in relation to its existing share-based compensation arrangements as it was adopted prospectively.

Recent Accounting Pronouncements - Not Yet Adopted

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” that would enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its Chief Operating Decision Maker (“CODM”) uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, ASC 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts such as depreciation, amortization and depletion expense to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The Company is still evaluating the impact of this ASU and the impact on its Condensed Consolidated Financial Statements and related disclosures.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. For public business entities, the amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. The Company is still evaluating the impact of this ASU and the impact on its Consolidated Financial Statements and related disclosures.

Changes to U.S. GAAP are established by the FASB in the form of ASUs to the FASB ASC. ASUs issued which are not specifically listed above were assessed and have already been adopted in a prior period or determined to be either not applicable or are not expected to have a material impact on the Company’s Consolidated Financial Statements and related disclosures.

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Note 3. Acquisitions and Divestitures

Acquisitions

In accordance with ASC Topic 805 (“ASC 805”), Business Combinations, for acquisitions in which the Company acquires assets, including intangible assets, and assumes liabilities that do not constitute a business, the amount of the purchase consideration is equal to the fair value of the net assets acquired. The purchase consideration, including transaction costs, is allocated to the individual assets and liabilities assumed based on their relative fair values.

Acquisition of Cider Assets

On July 30, 2024 (the “Closing Date”), the Company acquired 100% of the membership interests in Hecate Energy Cider Solar LLC (“Cider”), an estimated 685.2 MW solar asset that is currently in development with a planned completion date in the second half of 2026, for a total consideration of $55.1 million. The acquisition of Cider was accounted for as an asset acquisition in accordance with ASC 805. The seller was the counterparty to a bridge loan agreement with the Company. As part of the acquisition purchase price, the Company was deemed to have received an amount of $44.2 million of the principal and interest outstanding under the bridge loan agreement as of the Closing Date, and the seller was deemed to have repaid to the Company in satisfaction of the principal and interest outstanding. Additionally, the Company paid cash consideration of $5.8 million on the Closing Date and assumed an additional liability of $5.1 million as of the Closing Date, of which $4.5 million was subsequently paid in the third quarter of 2024 and the remaining $0.6 million was recorded within Accounts payable and accrued expenses on the Consolidated Balance Sheets as of September 30, 2024. Refer to Note 7. Notes Receivable for additional information on the bridge loan agreement between the seller and the Company. The total consideration of $55.1 million was allocated on a relative fair value basis, of which $54.3 million was allocated to Property, plant and equipment, net with the remainder related to prepaid lease expenses allocated to Other current assets on the Consolidated Balance Sheets as of September 30, 2024.

Concurrently, in conjunction with this acquisition, the Company, through its wholly owned subsidiary Cider Solar Construction Owner LLC, entered into an $81.0 million loan agreement with a syndicate of lenders. Refer to Note 10. Debt for additional discussion.

Other Acquisitions

During the nine months ended September 30, 2023, the Company acquired membership interests in 18 renewable energy projects all of which were either in development or under construction, for total consideration of $41.4 million. For the nine months ended September 30, 2023, $37.1 million had been allocated on a relative fair value basis to the assets acquired to Property, plant and equipment, net, with the remainder allocated to Intangible assets, net on the Consolidated Balance Sheets. Intangible assets acquired were favorable PPA assets with a weighted-average amortization period of 21.6 years.

Other than described above, the Company did not acquire any other membership interests during the nine months ended September 30, 2024.

The Company records contingent consideration related to its asset acquisitions when it is both probable that the Company will be required to pay such amounts, and the amount is estimable. These contingencies generally relate to payments due upon the acquired projects reaching milestones as specified in the acquisition agreements. The Company records these balances within Contingent consideration, current on the Consolidated Balance Sheets.

Divestitures

Eagle Valley Clean Energy LLC

On April 17, 2024, Eagle Valley Clean Energy LLC ("EVCE") filed for a voluntary petition under Chapter 7 of the United States Bankruptcy Code with the U.S. Bankruptcy Court of Colorado (the “Bankruptcy Filing”). The Bankruptcy Filing does not include GREC LLC, GREC or any of its other subsidiaries as debtors or guarantors.

As a result of the Bankruptcy Filing, the Company was no longer deemed to have a controlling financial interest in EVCE in accordance with ASC Topic 810, Consolidation (“ASC 810”). As a result, EVCE was deconsolidated from the Company’s Consolidated Financial Statements as of April 17, 2024. The effect of such deconsolidation was the removal of the assets and liabilities of EVCE totaling $8.1 million and $16.3 million, respectively, from the Company’s Consolidated Balance Sheets. EVCE’s deconsolidated outstanding liabilities included the carrying value of its loan. The outstanding principal on the loan was $35.5 million, however, the loan was written down to its fair value as part of the Acquisition completed on May 19, 2022 (as defined in Note 16. Equity) and had a carrying value of $10.9 million as of the date of the deconsolidation. The Company does not expect to repay the loan as a result of the Bankruptcy Filing. Refer to Note 10. Debt for additional information regarding deconsolidation of EVCE.

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Upon deconsolidation, the Company recognized a gain of $8.2 million in the second quarter of 2024 related to the removal of EVCE’s assets and liabilities from the Company’s Consolidated Balance Sheets and reported the gain in Gain on deconsolidation, net within the Consolidated Statements of Operations. As part of the deconsolidation, the Company recorded a receivable from EVCE of $3.2 million related to an existing intercompany funding and immediately recorded a reserve of $2.5 million representing an allowance for credit losses for the amount of receivable not considered collectible. The reserve was included in Gain on deconsolidation, net within the Consolidated Statements of Operations. The Company currently has no remaining equity interest in EVCE subsequent to the voluntary petition.

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Note 4. Revenue

Disaggregation of Revenue

The following table provides information on the disaggregation of revenue as reported in the Consolidated Statements of Operations:



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2024		2023		2024		2023
Energy sales	$	41,729	$	36,779	$	122,325	$	108,788
RECs and other incentives	6,667		6,942		20,946		17,327
Investment Management revenue	4,878		2,842		14,386		9,174
Other revenue	2,083		2,626		4,778		5,896
Contract amortization, net	(3,355)		(4,088)		(9,430)		(13,832)
Total net revenue	$	52,002	$	45,101	$	153,005	$	127,353
Add: Contract amortization, net	3,355		4,088		9,430		13,832
Less: Lease revenue	(2,380)		(2,314)		(7,944)		(7,867)
Less: Investment, dividend and interest income	(1,917)		(2,520)		(4,461)		(5,453)
Total net revenue from contracts with customers	$	51,060	$	44,355	$	150,030	$	127,865

Contract Amortization, net

Intangible assets and out-of-market contracts recognized from PPA and REC contracts assumed through acquisitions related to the sale of energy in future periods for which the fair value has been determined to be less or more than market are amortized to revenue over the term of each underlying contract on a straight-line basis.

Contract Balances

The Company’s billing practices are dictated by the contract terms and are typically done in arrears based upon the amount of power delivered in the prior period.

The Company did not record any contract assets as of September 30, 2024 and December 31, 2023, as none of its rights to payment were subject to a particular event other than passage of time. Included within the Accounts receivable, net balance on the Consolidated Balance Sheets, the Company had a receivable balance of $19.7 million and $19.9 million, related to contracts with customers as of September 30, 2024 and December 31, 2023, respectively.

The Company has contract liabilities related to amounts received in advance from certain PPA customers upon the related solar projects reaching commercial operations date (“COD”). As of September 30, 2024 and December 31, 2023, the Company recorded $3.4 million and $3.6 million, respectively, of contract liabilities in Other noncurrent liabilities in the Consolidated Balance Sheets. For the three and nine months ended September 30, 2024, the Company’s amortization due to contract liabilities was $0.2 million and $0.3 million, respectively. The Company’s amortization due to contract liabilities were not material for the three and nine months ended September 30, 2023.

Costs to Obtain a Contract

The Company’s incremental costs of obtaining a contract (i.e., commissions) are recognized as an asset if the entity expects to recover them. These costs are amortized over the expected period of benefit of the related contracts. The Company has capitalized $4.2 million and $3.9 million, in costs to obtain a contract as of September 30, 2024 and December 31, 2023, respectively, within Other noncurrent assets in the Consolidated Balance Sheets. The Company’s amortization related to costs to obtain a contract were not material for the three and nine months ended September 30, 2024 and 2023.

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Remaining Performance Obligations

Remaining performance obligations represent fixed contracted revenue related to the Company's commitment to deliver a certain number of RECs in the future that has not been recognized, which includes amounts that will be billed and recognized as revenue in future periods. As of September 30, 2024, the Company had $8.9 million of remaining performance obligations.

The following table includes the approximate amounts expected to be recognized related to remaining performance obligations for each of the next five years and thereafter:


(in thousands)
Period ended September 30,	Amount
2024-2025	$	2,345
2025-2026	2,013
2026-2027	876
2027-2028	875
2028-2029	875
Thereafter	1,941
Total	$	8,925

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Note 5. Variable Interest Entities

Consolidated Variable Interest Entities

The Company assesses entities for consolidation in accordance with ASC 810 and consolidates entities that are VIEs for which the Company has been designated as the primary beneficiary. The Company does not recognize any gain or loss on the initial consolidation of any of its VIEs.

Tax Equity Investors

The Company through various wholly owned subsidiaries, is the managing member in 15 tax equity partnerships where the other members are Tax Equity Investors under tax equity financing facilities. Tax Equity Investors are passive investors, usually large tax-paying financial entities such as banks, insurance companies and utility affiliates that use these investments to reduce future tax liabilities. Refer to Note 15. Noncontrolling Interests and Redeemable Noncontrolling Interests for further discussion. These entities generate income through renewable energy and sustainable development projects primarily within North America. The entities represent a diversified portfolio of income-producing renewable energy power facilities that sell long-term electricity contracts to offtakers with high credit quality, such as utilities, municipalities, and corporations. The Company has determined that these tax equity partnerships are VIEs. Additionally, through its role as managing member of these VIEs, the Company has the power to direct the activities that most significantly impact the economic performance of these VIEs. In addition, the Company has the obligation to absorb losses or the right to receive benefits that could potentially be more than insignificant to the VIEs.

As of September 30, 2024 and December 31, 2023, the Company consolidated each tax equity partnership for which it is the managing member and considered the primary beneficiary. As of September 30, 2024, the assets and liabilities of the consolidated tax equity partnerships totaled approximately $1.7 billion and $290.4 million, respectively. As of December 31, 2023, the assets and liabilities of the consolidated tax equity partnerships totaled approximately $1.5 billion and $283.4 million, respectively. The assets largely consisted of property, plant and equipment, and the liabilities primarily consisted of out-of-market contracts.

Illinois Winds LLC

In the second quarter of 2024, the Company entered into a Membership Interest Purchase and Sale Agreement (“MIPSA”) to sell its membership interest in Illinois Winds LLC to Greenbacker Renewable Energy Company II, LLC (“GREC II”). As a part of the MIPSA, GREC II paid no cash consideration to the Company at closing of the transaction (the “Closing”). The total purchase price is variable and subject to repricing based on certain variables associated with the project, such as build costs, forecasted production, and financing assumptions. The estimated purchase price consists of $38.1 million payable to the Company upon GREC II obtaining construction financing for the project, plus a development fee subject to repricing, payable in two installments at certain construction milestones. The Company expects the variables to be finalized in 2025 at which time the final development fee will be paid. If GREC II failed to obtain a construction financing by October 31, 2024, the Company had the right, but not the obligation, to repurchase the asset. GREC II was not able to obtain the financing by October 31, however, the Company has not exercised its right to repurchase the asset as of the filing the Form 10Q. GREC II will pay all the future construction payments subsequent to the Closing. As of September 30, 2024, the Company estimated the amount of variable consideration and recorded a receivable of $40.8 million within Contingent consideration on the Consolidated Balance Sheets.

GREC II is a related party of GREC, as GCM (a subsidiary of the Company) is the advisor to GREC II. Refer to Note 14. Related Parties for additional information. The Company determined that even after the Closing, it retained a controlling variable financial interest in Illinois Winds LLC under the guidance within ASC 810, due to the Company’s repurchase option and the level of control by GCM of GREC II, and continued to consolidate the assets and liabilities of Illinois Winds LLC as a VIE. The Company recorded noncontrolling interest on the Closing date equal to Illinois Winds LLC’s equity as of that date, in the amount of $40.8 million. In conjunction with the Closing, GREC II had paid $26.3 million of outstanding payables of Illinois Winds LLC under a supply agreement for turbines. In addition, GREC II has paid an additional $47.5 million of construction costs for Illinois Winds LLC in the third quarter of 2024. This amount was recorded as a contribution from noncontrolling interest and included within Noncontrolling interests on the Consolidated Balance Sheets. As of September 30, 2024, the total $114.6 million membership interests in Illinois Winds LLC owned by GREC II were recorded within Noncontrolling interests in the Consolidated Balance Sheets. Any gain or loss associated with the transaction will be recognized in the Consolidated Statements of Operations when the Company no longer has a variable financial interest in Illinois Winds LLC and the assets and liabilities are deconsolidated from the Company’s Financial Statements, or when the variability associated with the contingent consideration is resolved, if later. As of September 30, 2024, substantially all of the assets related to Illinois Winds LLC were recorded within Property, plant and equipment, net on the Company’s Consolidated Balance Sheets.

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Unconsolidated Variable Interest Entities

GDEV I

As of September 30, 2024, Greenbacker Development Opportunities Fund GP I, LLC (“GDEV GP”) held a combined 2.00% of the interests in Greenbacker Development Opportunities Fund I, LP and Greenbacker Development Opportunities Fund I (B) LP (together “GDEV I”). In October 2020, GDEV was launched to make private equity and development capital investments in the sustainable infrastructure industry. The Company has determined that GDEV I is a VIE but that it is not the primary beneficiary. The Company can exert significant influence over operating and financial policies of GDEV I because of its ownership of GDEV GP, GDEV I’s general partner. Accordingly, GDEV GP accounted for its investment in GDEV I as an equity method investment and has elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss as a result of its involvement with GDEV I is equal to $3.3 million, which is the sum of the Company’s existing investment in GDEV I and the remaining commitments to GDEV I, less the portion attributable to the noncontrolling interest in GDEV GP.

GDEV II

As of September 30, 2024, Greenbacker Development Opportunities GP II, LLC (“GDEV GP II”) held a combined 1.96% of the interests in Greenbacker Development Opportunities Fund II, LP and Greenbacker Development Opportunities Fund II (B) (together “GDEV II”). In November 2022, GDEV II was launched to make private equity and development capital investments in the sustainable infrastructure industry. The Company has determined that GDEV II is a VIE but that it is not the primary beneficiary. Therefore, the Company does not consolidate GDEV II. The Company can exert significant influence over operating and financial policies of GDEV II because of its ownership of GDEV GP II, GDEV II’s general partner. Accordingly, GDEV GP II, which is a consolidated subsidiary of the Company, accounted for its investment in GDEV II as an equity method investment and elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss as a result of its involvement with GDEV II is $2.8 million, which is GDEV GP II’s total capital commitment to GDEV II, less the portion of the capital commitment attributable to the noncontrolling interest in GDEV GP II.

Aurora Solar

During February 2016, Aurora Solar Holdings, LLC (“Aurora Solar”) was formed to develop, construct, own, finance, and operate a portfolio 16 of solar projects. As of September 30, 2024, the Company’s investment represented approximately 49.00% of Aurora Solar’s issued and outstanding common shares. The Company determined that Aurora Solar is a VIE but that it is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact Aurora Solar. The Company can exert significant influence over operating and financial policies because of its ownership interest in Aurora Solar. Accordingly, the Company accounts for its investment in the common shares of Aurora Solar as an equity method investment and has elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss is equal to the fair value of its investment in Aurora Solar.

OYA

During September 2021, OYA Rosewood Holdings LLC, previously OYA Solar, was formed to develop, construct, own, finance, and operate a portfolio of 19 solar projects. As of September 30, 2024, the Company’s investment represented 50.00% of OYA’s issued and outstanding equity shares. The Company determined that OYA is a VIE but that it is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact OYA. The Company can exert significant influence over operating and financial policies because of its ownership interest in OYA. Accordingly, the Company accounts for its investment in the preferred shares of OYA as an equity method investment and has elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss as of September 30, 2024, includes the current value of its investment in OYA and the guaranteed amounts discussed in the following paragraphs. Pursuant to the amended and restated limited liability company agreement of OYA, the other 50.00% member has indemnified the Company against any draws or demands under these guarantees. The Company is not able to quantify its exposure to loss as a result of certain of these guarantees as noted below. Since the Company has elected the fair value option to account for its investment in the preferred shares of OYA, the Company is also required to measure all of its other financial interests in OYA at fair value, including these guarantees. As of September 30, 2024 and December 31, 2023, the fair value of the guarantees is zero.

On October 26, 2023, OYA sold the membership interests in nine of its underlying projects. The Company received proceeds of $3.7 million as a result of this sale pursuant to a sale proceeds sharing agreement between the Company, OYA’s parent company, and other financing parties. On July 11, 2024, OYA sold the membership interests in two additional underlying projects. The Company received proceeds of $6.6 million as a result of this sale. The impact of this sale was taken into consideration in determining the fair value of the Company’s investment in OYA as of September 30, 2024.

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Four subsidiaries of OYA have entered into tax equity partnerships with investor members. The Company, along with the parent company of the other 50.00% member of OYA, provided guarantees to the tax equity investor members in three of these partnerships for the payment and performance of all obligations of these subsidiaries under the partnership documents as well as affiliate contracts. In October 2023, in association with the sale of certain projects, two of these arrangements were terminated prior to the tax equity investor’s making any capital contributions, resulting in the termination of the associated guarantees. Under the third guarantee, the maximum potential amount of future payments (undiscounted) that the Company could be required to make under the guarantee is $19.5 million, with certain exceptions in which case the limit would not apply. The guarantee will remain in full force and effect until: (1) the termination of the limited liability company agreement of the tax equity partnership, (2) the transfer of the tax equity investor members’ membership interests, and/or (3) the obligations under the guarantee are performed in full, depending on the specific terms of the guarantee.

In addition, certain subsidiaries of OYA entered into two separate financing agreements with certain financial institutions, one of which was terminated in association with the payoff of the related loan in the sale on July 11, 2024. The Company provided guarantees of certain obligations under the loan agreements upon the occurrence and continuance of a trigger event. The parent company of the other 50.00% member of OYA also provided a guarantee to the financial institutions, and the Company is only obligated to perform in the event that the parent company of the other 50.00% member fails to perform under its guarantees. The guarantees do not have maximum liability amounts, and therefore, the Company is not able to quantify the maximum potential amount of future payments (undiscounted) that the Company could be required to make under these guarantees. The subsidiaries of OYA currently have outstanding loans with a principal amount of approximately $31.5 million as of September 30, 2024. The remaining guarantee is expected to terminate on the maturity date of the loan in 2028. The loan associated with the terminated guarantee had a principal amount of $7.6 million on the sale date and had a maturity date in 2029.

On August 22, 2023, the Company provided an additional guarantee to one of the financial institutions in which the Company agreed to fund remaining construction costs for certain underlying projects for the maximum amount of $18.2 million as well as excess construction loans upon term conversion in the maximum amount of $1.2 million. On October 4, 2023, the Company funded $1.2 million of construction costs pursuant to a call under this guarantee. The Company recovered $1.0 million of this amount through the sale of nine of the projects previously owned by OYA on October 26, 2023. The inflows and outflows associated with this guarantee are incorporated in the valuation of the investment. In association with the sale in October 2023, this guarantee was terminated.

In the third quarter of 2024, the Company loaned an affiliate of OYA $5.0 million, by becoming a party to an amended existing loan agreement between GDEV I, an affiliate of the Company, certain other unrelated lenders, and the OYA affiliate. The amended loan agreement allows the Company to provide additional loans to OYA, which is due on December 23, 2024 and bears interest at 12.00%.

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Note 6. Fair Value Measurements and Investments

Authoritative guidance on fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between marketplace participants. This guidance also establishes a framework for classifying the inputs used to determine fair value into three levels within a hierarchy.

The following table presents the fair values of the Company's financial assets and liabilities as of September 30, 2024 and the basis for determining their fair values:


	Fair Value as of September 30, 2024
(in thousands)	Level 1		Level 2		Level 3		Total
Derivative assets	$	—	$	81,686	$	—	$	81,686
Derivative liabilities	—		(6,416)		—		(6,416)
Equity method investments	—		—		89,222		89,222
Contingent consideration	—		—		(35,884)		(35,884)
Total	$	—	$	75,270	$	53,338	$	128,608

The following table presents the fair values of the Company's financial assets and liabilities as of December 31, 2023 and the basis for determining their fair values:


	Fair Value as of December 31, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Derivative assets	$	—	$	142,168	$	—	$	142,168
Derivative liabilities	—		(5,833)		—		(5,833)

Equity method investments	—		—		94,878		94,878
Contingent consideration	—		—		(42,307)		(42,307)
Total	$	—	$	136,335	$	52,571	$	188,906

The following table reconciles the beginning and ending balances for instruments that are recognized at fair value using Level 3 inputs in the Consolidated Financial Statements as of September 30, 2024 using significant unobservable inputs:


(in thousands)	Equity method investments		Contingent consideration		Total
Balance as of December 31, 2023	$	94,878	$	(42,307)	$	52,571

Purchases	271		—		271
Return of capital	(6,583)		—		(6,583)
Change in fair value of investments, net	656		—		656
Change in contingent consideration	—		3,764		3,764
Reclassification of participating Earnout Shares	—		2,659		2,659

Balance as of September 30, 2024	$	89,222	$	(35,884)	$	53,338

The tables above do not include the Company’s financial assets and liabilities that are not measured at fair value, including the Company’s contingent consideration asset related to its Illinois Winds LLC variable interest entity. Refer to Note 5. Variable Interest Entities for additional information on the Company’s contingent consideration asset.

The Company does not have any non-financial assets or liabilities measured at fair value as of September 30, 2024. There were no transfers between Levels 1, 2, or 3 for the nine months ended September 30, 2024.

Derivative assets and liabilities

The Company estimates the fair value of its interest rate derivatives using a discounted cash flow valuation technique based on the net amount of estimated future cash flows related to the agreements. The primary inputs used in the fair value measurement include the contractual terms of the derivative agreements, current interest rates, and credit spreads. The significant inputs for the resulting fair value measurement are market-observable inputs, and thus the swaps are classified as Level 2 in the fair value hierarchy.

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Equity method investments

In the table above, certain equity method investments may be valued at the purchase price for a period of time after an acquisition as the best indicator of fair value. In addition, certain valuations of investments may be entirely or partially derived by reference to observable valuation measures for a pending or consummated transaction. In the absence of quoted prices in active markets, the Company uses a variety of techniques to measure the fair value of its investments. The methodologies incorporate the Company’s assumptions about the factors that a market participant would use to value the investment. The various unobservable inputs used to determine the Level 3 valuations may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements.

The following table quantifies the significant unobservable inputs used in determining the fair value of equity method investments as of September 30, 2024. The weighted averages are calculated based on the relative fair value of each investment as of September 30, 2024:


Unobservable Input						Input/Range
Discount rate						7.8%-11.0% (weighted average 8.1%)
Kilowatt hours production						0.5% annual degradation in production
Potential leverage and estimated remaining useful life						28.0-33.5 years (weighted average 28.7 years)

As of September 30, 2024, the Company has unfunded commitments to GDEV I and GDEV II of $0.2 million and $1.3 million, respectively. The investments in GDEV I and GDEV II represent investments in a partnership in which no partner is permitted to make a withdrawal of any of its capital contributions. GDEV GP and GDEV GP II are required to cause the respective partnerships to distribute amounts available for distribution to the partners within 90 days of the receipt of such amounts.

The following table presents the fair value for each of the Company’s equity method investments as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024		December 31, 2023
Aurora	$	72,471	$	72,962
OYA	9,821		16,229
GDEV I	4,233		4,137
GDEV II	2,697		1,550
Total Equity method investments	$	89,222	$	94,878

Equity method investments are recorded in Investments, at fair value on the Consolidated Balance Sheets.

The following table presents the change in Total Change in fair value of investments, net for each of the Company’s investments for the three and nine months ended September 30, 2024 and 2023:



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2024		2023		2024		2023
Aurora	$	2,289	$	(3,634)	$	(491)	$	(693)
OYA	—		1,408		176		(1,592)
GDEV	—		299		50		1,055
GDEV II	533		(18)		921		(38)
Total Change in fair value of investments, net	$	2,822	$	(1,945)	$	656	$	(1,268)

The change in fair value of the Company’s investments is recorded in Change in fair value of investments, net on the Consolidated Statements of Operations.

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Contingent consideration

The Company estimates the fair value of its contingent consideration associated with the Acquisition based on the likelihood of payment related to the contingent clause and the date when payment is expected to occur. The contingent consideration is reflected in Contingent consideration, net of current portion included in noncurrent liabilities on the Consolidated Balance Sheets.

The following table presents the change in fair value of contingent consideration for the three and nine months ended September 30, 2024 and 2023:



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2024		2023		2024		2023
Change in fair value of contingent consideration	$	(4,690)	$	(5,420)	$	(3,764)	$	(4,103)

The change in the fair value of contingent consideration is recorded within General and administrative expenses on the Consolidated Statements of Operations.

For the nine months ended September 30, 2024 and 2023, $2.7 million and $30.8 million, respectively, of contingent consideration was settled with the participation of a certain amount of Earnout Shares, which were issued in connection with the Acquisition. The amount was reclassified from Contingent consideration, net of current portion to Common shares, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. Refer to Note 16. Equity for further detail.

The fair value of the contingent consideration is measured based on significant unobservable inputs, including the contractual payment amount due upon reaching the designated thresholds, the discount rate, and the date when payment is expected and is classified as Level 3 in the fair value hierarchy. The various unobservable inputs used to determine the Level 3 valuation may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements.

The following quantifies the significant unobservable inputs used to determine the fair value of contingent consideration as of September 30, 2024:


Unobservable Input						Input/Range
Risk-Free Rate Over Earnout Term						3.6%
Revenue Discount Rate						9.3%
Annualized Revenue Volatility						22.5%
Annualized Share Price Volatility						25.0%
Quarterly Revenue / Share Price Correlation						40.0%

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Note 7. Notes Receivable

The Company’s notes receivable consists of the following:


(dollars in thousands)	September 30, 2024		December 31, 2023		Year of origination	Interest rate	Maturity date
Notes receivable, current
Cider	$	—	$	25,749	2022	8.00%	7/31/2024(1)
Shepherds Run	—		2,742		2020	8.00%	3/31/2024(2)
Kane Warehouse	121		—		2015	10.25%	2/24/2025
OYA	5,000		—		2024	12.00%	12/23/2024(3)
Total notes receivable, current	$	5,121	$	28,491
Notes receivable, noncurrent
New Market	$	5,008	$	5,008	2019	9.00%	9/30/2022(4)
SE Solar	—		5,010		2019	9.00%	5/31/2023(5)
Kane Warehouse	—		166		2015	10.25%	2/24/2025
Total notes receivable, noncurrent	$	5,008	$	10,184
Loan reserve(6)	(1,000)		(2,000)
Total notes receivable	$	9,129	$	36,675

(1)In July 2024, the Company loaned an additional $4.0 million to Hecate Energy Cider Solar LLC. On July 30, 2024, the Company acquired 100% of the membership interests in Hecate Energy Cider Solar LLC. As part of the acquisition purchase price, the Company was deemed to have received an amount of $44.2 million of the principal and interest outstanding for the bridge loan agreement as of the closing date, and the seller was deemed to have repaid to the Company in satisfaction of the principal and interest outstanding. Refer to Note 3. Acquisitions and Divestitures for additional information.

(2)The note receivable was paid in full on April 5, 2024.

(3)In the third quarter of 2024, the Company loaned an affiliate of OYA $5.0 million, by becoming a party to an amended existing loan agreement between GDEV I, an affiliate of the Company, certain other unrelated lenders, and the OYA affiliate. The amended loan agreement allows the Company to provide additional loans to OYA, which is due on December 23, 2024 and bears interest at 12.00%. Refer to Note 5. Variable Interest Entities for additional information on OYA.

(4)Option for purchase agreement exercised on September 30, 2022. The parties involved are working in good faith to enter into a purchase agreement.

(5)The note receivable was paid in full on June 10, 2024, including the amount the Company previously reserved. The Company recorded the recovery as a reduction to bad debt expense within General and administrative on the Consolidated Statements of Operations.

(6)As of September 30, 2024, New Market has not been repaid. During the year ended December 31, 2023, the Company recorded a reserve representing an allowance for credit losses for the estimated uncollectible portion of this note in the amount of $1.0 million. The Company has determined that no additional reserve is required for this note for the nine months ended September 30, 2024.

The notes receivable, current are recorded within Other current assets on the Consolidated Balance Sheets. The notes receivable, noncurrent are recorded within Other noncurrent assets on the Consolidated Balance Sheets. Notes receivable are recorded at amortized cost and exclude interest receivable. As of September 30, 2024, interest receivables of $0.1 million and $1.9 million, were recorded within Other current assets and Other noncurrent assets, respectively, on the Consolidated Balance Sheets. As of December 31, 2023, interest receivables of $6.3 million and $3.9 million were recorded within Other current assets and Other noncurrent assets, respectively, on the Consolidated Balance Sheets.

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Note 8. Property, Plant and Equipment

Property, plant and equipment, net consists of the following:


(in thousands)	September 30, 2024		December 31, 2023
Land	$	21,993	$	23,473
Plant and equipment	1,758,249		1,732,499
Asset retirement cost	32,006		31,638
Finance right-of-use asset	65		65
Construction-in-progress	641,233		439,439
Other	287		262
Total property, plant and equipment	$	2,453,833	$	2,227,376
Accumulated depreciation	(117,287)		(93,499)
Property, plant and equipment, net	$	2,336,546	$	2,133,877

Construction-in-progress includes $281.1 million and $106.3 million of development costs as of September 30, 2024 and December 31, 2023, respectively.

The following table presents Depreciation expense recorded within Depreciation, amortization and accretion on the Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023:



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2024		2023		2024		2023
Depreciation expense	$	17,575	$	51,904	$	52,549	$	96,784

During the three and nine months ended September 30, 2024, the Company recognized impairment of long-lived assets of $12.7 million and $19.0 million, respectively. Impairment of $6.3 million was recorded during the first quarter of 2024 due to a change in state regulations that impacted the earnings potential on six projects in one state. The impairment analysis indicated that the projected future cash flows for certain projects no longer supported the recoverability of the carrying value of the related long-lived assets. The fair value of the assets was determined using a current replacement cost approach. This charge was recorded to the Company’s IPP segment. The impairment of $12.7 million recorded during the three months ended September 30, 2024 primarily related to two development-stage projects due to the termination of the PPAs by the offtaker subsequent to September 30, 2024 as a result of events of default for failure to meet existing contractual milestones under the applicable PPA as of September 30, 2024. The impairment analysis indicated that the projected future cash flows for the projects no longer supported the recoverability of the carrying value of the related long-lived assets. The fair value of the assets was determined using an income approach. The impairment charge of $12.7 million consisted of a $6.3 million impairment for the plant and equipment presented within Property, plant and equipment, net, a $2.9 million impairment on ROU assets and assets associated with upfront payments that was due to the offtaker presented within Other current assets, and a $3.5 million impairment related to favorable PPA contracts presented within Intangible assets, net reported on the Consolidated Balance Sheets. This charge was recorded in Impairment of long-lived assets, net and project termination costs on the Consolidated Statements of Operations.

In conjunction with the impairment charges related to two development-stage projects due to the termination of the PPAs by the offtaker, the Company accrued for $13.6 million in termination charges that are due to the offtaker as a result of the termination under the terms of PPA contract. The termination charges were accrued in Accounts payable and accrued expenses on the Consolidated Balance Sheets and Impairment of long-lived assets, net and project termination costs on the Consolidated Statements of Operations. The charges are recorded in the IPP segment.

During the third quarter of 2023, the Company recognized impairment of long-lived assets of $50.7 million associated with a certain renewable energy asset of which $7.0 million was associated with the plant and equipment asset for the three and nine months ended September 30, 2023, and the remainder of which was associated with the favorable PPA contract. This charge was recorded to the Company’s IPP segment.

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The impairment analysis reviews certain qualitative factors as well as the results of long-term operating expectations and its carrying value to determine if impairment indicators are present. The impairment analysis indicated that the projected future cash flows for the certain project no longer supported the recoverability of the carrying value of the related long-lived assets. The fair value of the asset was determined using an income approach by applying a discounted cash flow methodology to the updated long-term budget for the asset. The income approach included key inputs such as forecasted merchant power prices, operations and maintenance expense, and discount rates. The resulting fair value is a Level 3 fair value measurement.

During the first quarter of 2023, a main power transformer for one of the Company’s solar assets incurred damage. As a result, the Company accelerated depreciation of $1.0 million on the asset, which was offset by a receivable for future insurance recoveries, but the Company did not record a related asset or gain for the excess proceeds expected to be received, as those proceeds were not yet considered to be realized or realizable. In the second quarter of 2024, the Company reached a settlement with the insurance company of $2.7 million, and as a result recorded a gain of $1.7 million within Direct operating costs on the Consolidated Statements of Operations.

In 2023, the Company engaged in three wind repower projects where the existing assets were retrofitted with new and/or refurbished technology, including erecting taller, more efficient wind turbines to increase productivity. Depreciation of fixed assets replaced is accelerated between the mobilization milestone date in the related EPC contract and the date of de-electrification of the project site. In the second quarter of 2023, the Company began accelerating depreciation on two projects, resulting in $36.1 million and $51.9 million of additional depreciation during the three and nine months ended September 30, 2023, respectively.

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Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts

Goodwill

As of September 30, 2024 and December 31, 2023, goodwill totaled $221.3 million and $221.3 million, respectively.

Other Intangible Assets and Out-of-market Contracts

Other intangible assets as of September 30, 2024 consisted of the following:


(in thousands)	Gross carrying amount		Accumulated amortization		Net intangible assets as of September 30, 2024
PPA contracts	$	362,880	$	(58,610)	$	304,270
REC contracts	46,235		(5,202)		41,033
Trademarks	2,800		(564)		2,236
Channel partner relationships	94,700		(22,473)		72,227
Other intangible assets	2,192		—		2,192
Total intangible assets, net	$	508,807	$	(86,849)	$	421,958

Other intangible assets as of December 31, 2023 consisted of the following:


(in thousands)	Gross carrying amount		Accumulated amortization		Net intangible assets as of December 31, 2023
PPA contracts	$	374,356	$	(47,741)	$	326,615
REC contracts	46,235		(3,441)		42,794
Trademarks	2,800		(389)		2,411
Channel partner relationships	94,700		(15,497)		79,203
Other intangible assets	2,191		—		2,191
Total intangible assets, net	$	520,282	$	(67,068)	$	453,214

The following table presents the amortization expense related to intangible assets recorded on the Consolidated Balance Sheets which includes Contract amortization, net that was recorded as a reduction to revenue for favorable PPA and REC contracts in the Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023:



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2024		2023		2024		2023
Total Favorable Amortization expense	$	9,196	$	10,468	$	27,418	$	31,435
Favorable Contract amortization reduction to revenue	6,812		8,032		20,268		24,597

The Company also has PPA and REC contracts that are held in an unfavorable position (out-of-market contracts) recorded as liabilities, which consists of the following as of September 30, 2024:


(in thousands)	Gross carrying amount		Accumulated amortization		Net out-of-market contracts as of September 30, 2024
PPA contracts	$	(198,629)	$	20,618	$	(178,011)
REC contracts	(19,763)		13,828		(5,935)
Total out-of-market contracts, net	$	(218,392)	$	34,446	$	(183,946)

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PPA and REC contracts that are held in an unfavorable position (out-of-market contracts) recorded as liabilities consists of the following as of December 31, 2023:


(in thousands)	Gross carrying amount		Accumulated amortization		Net out-of-market contracts as of December 31, 2023
PPA contracts	$	(198,629)	$	13,203	$	(185,426)
REC contracts	(19,763)		10,404		(9,359)
Total out-of-market contracts, net	$	(218,392)	$	23,607	$	(194,785)

The following table presents the contract amortization contra-expense as an increase to revenue related to out-of-market contracts for the three and nine months ended September 30, 2024 and 2023:



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2024		2023		2024		2023
Out-of-market contract amortization	$	3,458	$	3,944	$	10,839	$	10,765

The amounts recorded to out-of-market contracts are amortized to Contract amortization, net on the Consolidated Statements of Operations similar to favorable PPA and REC contracts.

The following table presents the amortization expense related to the Company’s finite-lived intangible asset and liabilities (out-of-market contracts), net contract amortization on PPA and REC contract intangible assets and out-of-market contracts, and amortization expense on channel partner relationships and trademark intangible assets for the three and nine months ended September 30, 2024 and 2023:



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2024		2023		2024		2023
Amortization expense related to intangible assets and (out-of-market contracts), net	$	5,738	$	6,524	$	16,579	$	20,670
Less: Contract amortization on PPA and REC contracts intangible assets and (out-of-market contracts), net	3,355		4,088		9,430		13,832
Amortization expense on channel partner relationships and trademark intangible assets, net	$	2,383	$	2,436	$	7,149	$	6,838

Contract amortization on PPA and REC contract intangible assets and out-of-market contracts is recorded within Contract amortization, net on the Consolidated Statements of Operations. Amortization expense on channel partner relationships and trademark intangible assets is recorded within Depreciation, amortization and accretion on the Consolidated Statements of Operations.

During the third quarter of 2024, the Company recorded an impairment of $3.5 million related to favorable PPA contracts presented within Intangible assets, net due to the termination of two PPAs by the offtaker subsequent to September 30, 2024 as a result of events of default for failure to meet existing contractual milestones under the applicable PPA as of September 30, 2024. During the third quarter of 2023, the Company determined that there was an impairment of an intangible asset contract, and, as such, recorded a charge of $50.7 million associated with a certain renewable energy asset of which, $7.0 million was associated with the plant and equipment asset for the three and nine months ended September 30, 2023, and the remainder of which was associated with the favorable PPA contract. Refer to Note 8. Property, Plant and Equipment for additional information.

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Estimated future amortization expense, net for the above amortizable intangible assets and out-of-market contracts for each of the next five years and thereafter are as follows:


(in thousands)
Period ended September 30,	Amortization Expense
2024-2025	$	27,439
2025-2026	26,758
2026-2027	26,274
2027-2028	25,895
2028-2029	25,369
Thereafter	106,277
Total	$	238,012

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Note 10. Debt

The Company has entered into various credit facilities and loan agreements through its subsidiaries, as described below.


(dollars in thousands)	September 30, 2024		December 31, 2023		Interest rate	Maturity date
GREC Entity HoldCo(2)	$	57,240	$	65,951	Daily SOFR(1) + 1.85%	June 20, 2025
Midway III Manager LLC	13,565		13,932		3 mo. SOFR + 1.73%	September 28, 2025
Trillium Manager LLC	65,970		68,785		Daily SOFR + 2.10%	June 9, 2027
GB Wind Holdco LLC(3)	16,269		50,408		3 mo. SOFR + 1.65%	December 31, 2024
Greenbacker Wind Holdings II LLC	69,610		70,628		3 mo. SOFR + 1.98%	December 31, 2026
Conic Manager LLC	22,739		23,363		3 mo. SOFR + 1.75%	August 8, 2026
Turquoise Manager LLC	30,410		30,994		3 mo. SOFR + 1.35%	December 23, 2027
Eagle Valley Clean Energy LLC(4)	—		35,389		Various	January 2, 2057
Greenbacker Renewable Energy Corporation (Premium financing agreement)	3,520		—		6.78%	April 30, 2025
ECA Finco I, LLC	17,719		18,563		3 mo. SOFR + 2.60%	February 25, 2028
GB Solar TE 2020 Manager LLC	17,385		18,506		3 mo. SOFR + 1.98%	October 30, 2026
Sego Lily Solar Manager LLC	130,142		133,898		3 mo. SOFR + 1.53%	June 30, 2028
Celadon Manager LLC	72,853		72,853		Daily SOFR + 1.60%	February 18, 2029
GRP II Borealis Solar LLC	39,973		40,646		3 mo. SOFR + 2.00%	June 30, 2027
Ponderosa Manager LLC	88,185		88,594		3 mo. SOFR + 1.40%	October 4, 2029
PRC Nemasket LLC	40,040		41,806		Daily SOFR + 1.25%	November 1, 2029
GREC Holdings 1 LLC	124,594		74,594		1 mo. SOFR + Applicable Margin(5)	November 29, 2027
Dogwood GB Manager LLC	58,725		57,463		1 mo. SOFR + 1.73%	March 29, 2030
GREC Warehouse Holdings I LLC	148,813		155,558		3 mo. SOFR + 2.03%	August 11, 2026
Cider Solar Construction Owner LLC	81,000		—		9.75%	July 30, 2028
Total debt	$	1,098,752	$	1,061,931
Less: Total unamortized discount and deferred financing fees	(17,689)		(43,679)
Less: Current portion of long-term debt(6)	(106,204)		(82,855)
Total long-term debt, net	$	974,859	$	935,397

(1)Secured Overnight Financing Rate (“SOFR”).

(2)See the description of the credit agreement below for a discussion of GREC Entity HoldCo’s non-compliance with the debt service coverage ratio (as defined in the credit agreement) as of and for the fiscal quarter ended December 31, 2023.

(3)$32.9 million was paid on the GB Wind Holdco LLC term loan in the first quarter of 2024 with proceeds from the Company’s February 2024 failed sale-leaseback arrangement. This repayment resulted in the acceleration of the remaining term loan maturity date to December 31, 2024.

(4)EVCE was deconsolidated from the Company’s Consolidated Financial Statements as of April 17, 2024 as a result of the Bankruptcy Filing. Refer to Note 3. Acquisitions and Divestitures and below for additional information.

(5)GREC Holdings 1 LLC’s loan includes interest on the outstanding principal at the term SOFR index rate plus a spread adjustment plus applicable margin (spread adjustment of 0.10%; applicable margin ranging between 1.75% and 2.00%).

(6)Adjusted for $5.4 million and $6.1 million of unamortized debt discount and deferred financing fees pertaining to current portion of long-term debt of $111.6 million and $88.9 million as of September 30, 2024 and December 31, 2023, respectively.

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During the nine months ended September 30, 2024, the Company entered into new or modified existing debt facilities as noted below:

GREC Entity HoldCo

On November 25, 2021, GREC Entity HoldCo, a wholly owned subsidiary of GREC, converted its loan to a term loan with a maturity on June 20, 2025. The loan bears interest at a rate equal to the daily SOFR rate plus 1.85%. The loan is secured by, among other customary interests, a pledge of all of the issued and outstanding equity interests of GREC Entity HoldCo as collateral for this credit agreement. The credit agreement was amended to eliminate any guarantee from either GREC LLC or GREC in November 2022. As of and for the fiscal quarter ended December 31, 2023, GREC Entity HoldCo was not in compliance with the debt service coverage ratio (as defined in the credit agreement) for this credit agreement. The Company secured a waiver of default on June 12, 2024. As part of the waiver, the Company was required to prepay $1.6 million to be applied to the remaining scheduled principal payments in the inverse order of maturity.

Greenbacker Renewable Energy Company LLC (Premium financing agreement)

On January 2, 2024, the Company entered into a premium financing arrangement with a lender to finance a prepaid insurance policy for EVCE. Under the agreement, the Company financed $1.1 million of certain premiums at an 8.45% annual interest rate. Total monthly payments of $0.1 million, including interest and principal, were due in 10 monthly installments, beginning on January 2, 2024 through September 30, 2024. As part of the Bankruptcy Filing, the insurance policy with EVCE was terminated and the remaining prepaid premium on the Bankruptcy Filing date, April 17, 2024, were returned and used to repay the remaining outside balance of the premium financing arrangement during the third quarter of 2024. Refer to Note 3. Acquisitions and Divestitures for additional information.

Greenbacker Renewable Energy Corporation (Premium financing agreement)

On August 8, 2024, the Company entered into a premium financing arrangement with a lender to finance multiple prepaid insurance policies. Under the agreement, the Company financed $4.7 million of certain premiums at a 6.78% annual interest rate. Total monthly payments of $0.5 million including interest and principal, are due in nine monthly installments beginning on August 30, 2024 through April 30, 2025.

Dogwood GB Manager LLC

On March 29, 2023, Dogwood GB Manager LLC entered into a loan agreement with a syndicate of lenders to provide a term loan in an aggregate principal amount of up to $47.1 million. On May 30, 2023, the loan agreement was amended to increase the aggregate principal amount up to $90.6 million. On January 23, 2024, the loan agreement was amended to decrease the aggregate principal amount to $58.7 million. The loan is secured by a first-priority security interest in all assets of Dogwood GB Manager LLC, including a pledge of (a) Dogwood GB Manager LLC's interest in Dogwood Holdings LLC, and (b) GREC Holdings 1 LLC's ownership interests in Dogwood GB Manager LLC. The interest rate on the loan is one-month SOFR plus a SOFR index adjustment of 0.10% per annum, plus an applicable margin of 1.63% per annum through the fourth anniversary of the closing date and 1.75% per annum after the fourth anniversary of the closing date. Thereafter, the interest rate will increase by 0.13% for each fourth anniversary. The borrower is only required to pay interest in quarterly installments through the fifth anniversary of the closing date, and thereafter is required to pay quarterly installments of principal and interest through the maturity date, March 29, 2030.

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Eagle Valley Clean Energy LLC

On April 17, 2024, EVCE filed for a voluntary petition under Chapter 7 of the United States Bankruptcy Code with the U.S. Bankruptcy Court of Colorado. The Bankruptcy Filing does not include the Company or any of its subsidiaries engaged in continuing operations as debtors or guarantors. There is no parent guarantee of the EVCE debt, and there are no provisions that would result in cross-default. The Company does not expect to make any additional payments under the loan as a result of the Bankruptcy Filing. Refer to Note 3. Acquisitions and Divestitures for additional information.

Cider Solar Construction Owner LLC

On July 30, 2024, the Company entered into a loan agreement with a syndicate of lenders in an aggregate principal amount of $81.0 million, due, in full, on the maturity date of July 30, 2028. The loan bears interest at an initial fixed rate of 9.75% per annum. Additionally, the interest rate will remain at a fixed rate of 9.75% per annum if the Company exercises its option to prepay at least $50.0 million of the loan principal on or before January 30, 2025. If the Company exercises its option to prepay, it could be subject to payment of a prepayment premium in the amount of 21.50% to 22.50% of the principal repayment if the repayment is paid after April 30, 2025, subject to various adjustments as defined under the terms of the agreement. If the Company does not exercise this optional prepayment, the loan will bear interest at 12.25% per annum, beginning on January 30, 2025 through the maturity date of July 30, 2028. The borrower is required to pay quarterly installments of interest through the maturity date. The Company has the option to prepay the loan in whole or in part, subject to certain conditions, at any point prior to the maturity date.

The Company has entered into interest rate swap contracts to manage the interest rate risk associated with its outstanding borrowings. Refer to Note 11. Derivative Instruments for further discussion.

The following table shows the components of interest expense (income) included within Interest (expense) income, net on the Consolidated Statements of Operations:



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2024		2023		2024		2023
Loan interest(1)	$	13,508	$	10,728	$	37,712	$	31,730
Commitment / letter of credit fees	917		3,919		3,018		9,346
Amortization of deferred financing fees and discount	1,346		1,349		4,273		3,743
Interest on sale-leasebacks(2)	4,875		—		16,711		—
Gain on interest rate swaps, net(3)	—		—		(1,410)		—
Change in fair value of interest rate swaps, net(3)	7,058		(24,027)		(5,197)		(35,997)
Interest capitalized	(6,203)		(5,272)		(17,001)		(16,464)
Total	$	21,501	$	(13,303)	$	38,106	$	(7,642)

(1)Includes interest rate swap settlements in the amount of $7.7 million, $7.5 million, $22.0 million and $19.2 million as a reduction of loan interest for the three months ended September 30, 2024 and 2023 and the nine months ended September 30, 2024 and 2023, respectively. Refer to Note 11. Derivative Instruments for additional information.

(2)Refer to Other Financing Arrangements for further discussion on the financing obligations and the deferred ITC gain related to the sale-leaseback arrangements.

(3)Refer to Note 11. Derivative Instruments for additional information on the Company’s interest rate swaps.

The principal payments due on the Company’s borrowings for each of the next five years and thereafter are as follows:


(in thousands)
Period ended September 30,	Principal Payments
2024-2025	$	111,621
2025-2026	192,757
2026-2027	190,842
2027-2028	368,037
2028-2029	73,886
Thereafter	161,609
Total	$	1,098,752

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Other Financing Arrangements

In addition to the two sale-leaseback arrangements entered into in the fourth quarter of 2023, the Company, in February 2024 through a wholly owned subsidiary, entered into a sale-leaseback arrangement related to a certain wind asset with an initial lease term of 20.0 years, for total cash proceeds of $111.5 million. The Company utilized the proceeds to pay down $32.9 million of existing debt and $0.4 million in transaction costs. Under the lease agreement, the Company is required to make total lease payments of $87.4 million over the lease term. In addition, in accordance with the lease agreement, the Company has an early buyout option in December 2029 and December 2033. The early buyout option is defined as the fair market value of the project at the buyout date, or an amount set forth in the lease agreement, whichever is greater. As part of the arrangement, the Company operates and earns revenues from the facility throughout the lease term, while the lessor is entitled to all available tax credits. As part of the sale-leaseback transaction, the Company entered into a tax indemnity agreement. As part of the agreement, with respect to the leased assets, the lessor holds indemnification rights related to a disallowance or reduction of assumed tax deductions and tax credits. Subject to certain requirements set forth within the tax indemnity agreement, the Company would be required to pay the lessor for all reduced or disallowed tax deductions and credits. In connection with the transactions, the Company incurred $0.9 million of origination costs, which were recorded as an offset to the failed sale-leaseback financing liability. Refer to Note 2. Significant Accounting Policies for additional information around the Company’s accounting policies related to sale-leaseback transactions.

As of September 30, 2024, the Company recorded $12.9 million and $33.0 million of failed sale-leaseback financing and deferred ITC gains, respectively, within Current portion of failed sale-leaseback financing and deferred ITC gain on the Consolidated Balance Sheets. As of September 30, 2024, the Company recorded $114.2 million and $113.7 million of failed sale-leaseback financing and deferred ITC gains, respectively, within Failed sale-leaseback financing and deferred ITC gain, net of current portion, on the Consolidated Balance Sheets. As of September 30, 2024, the Company recorded $0.2 million and $2.5 million of origination costs, which are recorded as a reduction to Current portion of failed sale-leaseback financing and deferred ITC gain and Failed sale-leaseback financing and deferred ITC gain, net of current portion, respectively, on the Consolidated Balance Sheets.

As of December 31, 2023, the Company recorded $69.4 million and $169.8 million of financing obligations and deferred ITC gains within Current portion of failed sale-leaseback financing and deferred ITC gain and Failed sale-leaseback financing and deferred ITC gain, net of current portion, respectively, on the Consolidated Balance Sheets. As of December 31, 2023, the Company recorded $0.3 million and $1.4 million of origination costs, which are recorded as a reduction to Current portion of failed sale-leaseback financing and deferred ITC gain and Failed sale-leaseback financing and deferred ITC gain, net of current portion, respectively, on the Consolidated Balance Sheets.

For the three months ended September 30, 2024, the Company recorded $2.9 million and $2.0 million of interest expense for financing obligations and deferred ITC gains, respectively, within Interest (expense) income, net on the Consolidated Statements of Operations. For the nine months ended September 30, 2024, the Company recorded $11.0 million and $5.7 million of interest expense for financing obligations and deferred ITC gains, respectively, within Interest (expense) income, net on the Consolidated Statements of Operations. The calculation of interest expense is based on imputed interest rates within each arrangement for the financing obligations ranging between 7.2% and 11.5% and the incremental borrowing rate within each arrangement for the deferred ITC gain ranging between 4.5% and 5.6%.

The future payments on failed sale-leaseback financing arrangements, inclusive of the repurchase price for each of the next five years and thereafter, are as follows:


(in thousands)
Period ended September 30,	Future Payments
2024-2025	$	12,927
2025-2026	13,263
2026-2027	13,510
2027-2028	13,611
2028-2029	13,584
Thereafter	187,857
Total lease payments	254,752
Less: imputed interest	(127,667)
Less: origination costs	(2,698)
Present value of lease payments	$	124,387

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Note 11. Derivative Instruments

The Company manages interest rate risk primarily through the use of derivative financial instruments.

Cash Flow Hedges of Interest Rate Risk

The Company’s objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company, through its wholly owned subsidiaries, has entered into interest rate swaps as part of its interest rate risk management strategy. Certain of these interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making payments at fixed rates. These fixed rates, for all interest rate swaps regardless of designation, range between 0.41% and 4.37%. The interest rate swaps have maturities between 2025 and 2050.

The following tables reflect the location and estimated fair value positions of derivative contracts at:


(in thousands)		September 30, 2024
	Balance sheet location	Outstanding notional amount		Fair Value - Assets		Fair Value - (Liabilities)

Derivatives Designated as Hedging Instruments
Interest rate swap contracts	Derivative assets, current / Derivative assets / (Other current liabilities) / (Other noncurrent liabilities)	$	733,484	$	81,574	$	—
Derivatives Not Designated as Hedging Instruments
Interest rate swap contracts	Derivative assets, current / Derivative assets / (Other current liabilities) / (Other noncurrent liabilities)	126,876		112		(6,416)
Total		$	860,360	$	81,686	$	(6,416)

As of September 30, 2024, the notional amount for derivatives designated as hedging instruments includes $733.5 million associated with currently effective swaps. The notional amount for derivatives not designated as hedging instruments includes $126.9 million associated with swaps currently in effect. The Company had no forward starting swaps or deal contingent swaps as of September 30, 2024.


(in thousands)		December 31, 2023
	Balance sheet location	Outstanding notional amount		Fair Value - Assets		Fair Value - (Liabilities)
Derivatives Designated as Hedging Instruments
Interest rate swap contracts	Derivative assets, current / Derivative assets / (Other current liabilities)	$	861,322	$	98,669	$	(489)
Derivatives Not Designated as Hedging Instruments
Interest rate swap contracts	Derivative assets, current / Derivative assets / (Other current liabilities)	463,063		43,499		(5,344)
Total		$	1,324,385	$	142,168	$	(5,833)

As of December 31, 2023, the notional amount for derivatives designated as hedging instruments includes $751.2 million associated with currently effective swaps and $110.1 million associated with forward starting swaps. The notional amount for derivatives not designated as hedging instruments includes $112.6 million associated with swaps currently in effect, $65.7 million associated with forward starting swaps, and $284.7 million associated with deal contingent swaps.

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The following table provides information on the fair value of derivative contracts as recorded in the Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Operations:


	Three months ended September 30, 2024				Nine months ended September 30, 2024
(in thousands)	Derivatives Designated as Hedging Instruments		Derivatives Not Designated as Hedging Instruments		Derivatives Designated as Hedging Instruments		Derivatives Not Designated as Hedging Instruments
Consolidated Other Comprehensive (Loss) Income
Loss recognized in other comprehensive income	$	(34,158)	$	—	$	(13,924)	$	—
Amortization of derivatives	1,360		(752)		3,789		(2,449)
Less: Taxes on total net loss recognized in other comprehensive income	8,835		—		3,314		—

Consolidated Statements of Operations
Interest (expense) income, net
Change in fair value of interest rate swaps, net	—		(7,058)		—		5,197
Gain on interest rate swaps, net	—		—		1,410		—


	Three months ended September 30, 2023				Nine months ended September 30, 2023
(in thousands)	Derivatives Designated as Hedging Instruments		Derivatives Not Designated as Hedging Instruments		Derivatives Designated as Hedging Instruments		Derivatives Not Designated as Hedging Instruments
Consolidated Other Comprehensive (Loss) Income
Gain (loss) recognized in other comprehensive income	$	35,427	$	—	$	28,234	$	—
Amortization of off-market derivatives	1,711		(36)		5,160		(108)
Less: Taxes on total net gain recognized in other comprehensive income	9,770		—		8,765		—
Realized interest rate swaps reclassified to interest expense, net from accumulated other comprehensive income	—		(7,502)		—		(19,211)
Gain reclassified into earnings as a result of partial discontinuance of cash flow hedge from other comprehensive income	—		—		—		6,297

Consolidated Statements of Operations
Interest (expense) income, net
Change in fair value of interest rate swaps, net	—		24,027		—		35,997

For derivatives designated as cash flow hedges, the changes in the fair value of the derivative are initially reported in other comprehensive income and are subsequently reclassified to earnings when the hedged transaction affects earnings. The Company assesses the effectiveness of each hedging relationship by utilizing a statistical regression analysis. For derivatives not designated in a hedging relationship, the changes in fair value of the derivative are reported immediately in earnings.

Amounts reported in accumulated other comprehensive income related to designated derivatives are reclassified to interest expense as interest payments are made on the Company’s variable rate liabilities. During the next twelve months, the Company estimates that existing gains of $16.0 million currently reflected in Accumulated other comprehensive income will be reclassified to earnings as a decrease in interest expense as interest payments are made.

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From time to time, the Company designates interest rate swaps when they have a non-zero fair value. The non-zero fair value of these cash flow hedges on the designation date is recognized into income under a systematic and rational method over the life of the hedging instrument and is presented in the same line item on the Consolidated Statements of Operations as the earnings effect of the hedged item, with the offset recorded to Other comprehensive income (loss), net of tax. In addition, the Company periodically dedesignates interest rate swaps as hedging instruments voluntarily or in association with the termination of the swaps. When the Company dedesignates a swap as a hedging instrument, the Company evaluates whether the forecasted transactions previously hedged by the interest rate swap are not probable of occurring and, if so, reclassifies the amount recorded in Accumulated other comprehensive income to Interest (expense) income, net in the Consolidated Statements of Operations. When the Company determines that the forecasted transactions previously hedged by the interest rate swap are not probable of not occurring, the Company recognizes the amounts within Accumulated other comprehensive income related to the dedesignated interest rate swap into interest expense as the originally forecasted transactions affect earnings.

The non-zero designation date value of cash flow hedges and dedesignated cash flow hedges for which the originally forecasted transactions are not probable of not occurring are amortized and reclassified from other comprehensive income to interest expense.

As of September 30, 2024, the Company expects $31.8 million to be reclassified from Accumulated other comprehensive income to earnings as an increase to interest expense through 2050 as the hedged forecasted transactions occur. During the next twelve months, the Company estimates that $2.0 million will be reclassified from Accumulated other comprehensive income to earnings as an increase to interest expense associated with the amortization of these non-zero fair value and dedesignated cash flow hedges.

During the nine months ended September 30, 2024, the Company received $53.7 million in cash as a result of the full or partial termination of interest rate swaps. The cash proceeds received are included in Net cash provided by operating activities in the Consolidated Statements of Cash Flows.

On February 9, 2024, the Company terminated its only deal-contingent interest rate swap agreement. This interest rate swap was not designated in a hedging relationship. The Company received $47.2 million in cash as a result of the termination.

On March 4, 2024, the Company amended two existing interest rate swap agreements to reduce the existing notional amount of the swaps, which were designated in an effective hedging relationship. As the hedged forecasted transaction was probable of not occurring, the Company reclassified a $1.4 million gain from Accumulated other comprehensive income to Interest (expense) income, net in the Consolidated Statements of Operations and received $4.1 million in cash as a result of the partial terminations.

On April 30, 2024, the Company terminated a forward starting interest rate swap agreement. The interest rate swap was not designated in a hedging relationship. The Company received $2.4 million in cash as a result of the termination.

On March 29, 2023, the Company terminated a portion of an existing interest rate swap that was designated in a hedging relationship and received $9.9 million, which is included in Net cash provided by operating activities in the Consolidated Statements of Cash Flows. The associated gain will be reclassified from Accumulated other comprehensive income to income as a decrease in interest expense as the forecasted interest payments are made as the Company has determined that the originally forecasted transactions are still probable of occurring.

During the three and nine months ended September 30, 2023, the Company received $27.0 million and $36.9 million in cash, respectively, as a result of the full or partial termination of interest rate swaps. The cash proceeds received are included in Net cash provided by operating activities in the Consolidated Statements of Cash Flows.

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Note 12. Income Taxes

The guidance under ASC Topic 740, Income Taxes, establishes the methodology, including the use of an estimated annual effective tax rate, to determine income tax expense (or benefit) in interim financial reporting. At the end of each quarter, the Company makes the best estimate of the effective tax rate expected to be applicable for the full fiscal year. This estimate reflects, among other items, our best estimate of operating results and net loss attributable to noncontrolling interest. Based on enacted tax laws, the Company’s effective tax rate for 2024 is expected to be 2.2% as of September 30, 2024. The Company’s effective tax rate as of September 30, 2023 was 9.9%.

The Company recorded a benefit from income taxes of $8.8 million and $11.5 million for the three months ended September 30, 2024 and 2023. The Company recorded a benefit from income taxes of $2.6 million and $14.2 million for the nine months ended September 30, 2024 and 2023. The effective tax rate varies from the statutory U.S. federal income tax rate of 21.0% primarily due to the tax impact of net loss attributable to noncontrolling interests.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The results of this assessment are included in the Company’s tax provision and deferred tax assets as of September 30, 2024. For the nine months ended September 30, 2024, valuation allowance increases of $2.5 million have been recorded against state net operating loss carry forwards where it is not more likely than not that they will be utilized within the loss carry forward period.

The Company assessed its tax positions for all open tax years as of September 30, 2024 for all U.S. federal and state, and foreign tax jurisdictions for the years 2014 through 2023. The results of this assessment are included in the Company’s tax provision and deferred tax assets as of September 30, 2024.

The Company is under audit by federal tax authorities at one of its tax equity partnerships for the fiscal year 2021. There have not been any proposed adjustments at this stage of the examination. The examination is expected to be finalized in the fiscal year 2025.

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Note 13. Commitments and Contingencies

Legal Proceedings

In the first quarter of 2023, the Company entered into a module supply and purchase agreement (“MSPA”) with a third-party vendor in which the Company agreed to purchase 107 MW of solar panels for a total purchase price of $39.2 million. In the fourth quarter of 2023, the Company sent notices to the vendor to terminate certain purchase orders for solar panels that had not yet been delivered with a total purchase price of $33.1 million in order to acquire the panels needed for its development and construction pipeline from a different vendor with significantly better economic proposition due to reduced cash outlays. The vendor disputed the Company’s right to terminate these purchase orders. Effective September 30, 2024, the Company and the vendor entered into a settlement agreement, pursuant to which the parties agreed to release each other from all obligations, disputes, and claims under the MSPA. Under the settlement agreement, the Company will not receive any future deliveries but forfeited upfront payments of $16.6 million that had been made to the vendor as 50% deposits associated with those purchase orders. Under the settlement agreement, the Company also received a credit of approximately $0.6 million for the amounts due to the vendor for solar panels that had been delivered. As a result of the settlement, the Company wrote off the advanced deposit recorded in Property, plant and equipment, net and recorded a charge of $16.0 million in Direct operating costs on the Consolidated Statements of Operations.

On July 2, 2024, the Company received notice of a lawsuit filed by Petaluma City Schools ("Petaluma") in the Superior Court of the State of California, County of Sonoma against certain subsidiaries of the Company. The lawsuit alleges that the solar panels installed on the rooftop of Petaluma's building failed to meet certain operational capacity and that the Company's subsidiaries failed to maintain and repair the panels and underlying roof, resulting in damages to the rooftop. Petaluma has claimed damages in excess of approximately $2.0 million. The Company is presently awaiting the filing of an amended complaint under the lawsuit and will respond with the required answer or motions in the ordinary course of the ongoing litigation, however, the Company is unable to determine the potential outcome or amount of loss, if any, that may occur.

The Company may become involved in other legal proceedings, administrative proceedings, claims or other litigation that arise in the ordinary course of business. Individuals and interest groups may sue to challenge the issuance of a permit for a renewable energy project or seek to enjoin construction of a wind energy project. In addition, the Company may be subject to legal proceedings or claims contesting the construction or operation of its renewable energy projects. In defending itself in these proceedings, the Company may incur significant expenses in legal fees and other related expenses regardless of the outcome of such proceedings. Unfavorable outcomes or developments relating to these proceedings, such as judgments for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on the Company's business, financial condition and results of operations. In addition, settlement of claims could adversely affect the Company's financial condition and results of operations. Other than described above, as of September 30, 2024, the Company is not aware of any legal proceedings that might have a significant adverse impact on the Company. Refer to Note 20. Subsequent Events for additional information related to legal proceedings subsequent to September 30, 2024.

Letters of Credit

The Company is required to provide security under the terms of several of its power purchase agreements, permits, lease agreements and other project documents as well as many of its loan agreements. As of September 30, 2024, the Company has provided the requisite security for these agreements in the form of a standby letter of credit of $176.3 million. As of September 30, 2024, the Company had no unused letter of credit capacity.

Pledge of Collateral and Unsecured Guarantee of Loans to Subsidiaries

Pursuant to various project loan agreements between the Company's subsidiaries and various lenders, the Company has pledged solar and wind operating assets as well as the membership interests in various subsidiaries as collateral for the term loans with maturity dates ranging from December 2024 through March 2030.

Investment in To-Be-Constructed Assets and Membership Interest Purchase Commitments

Pursuant to various engineering, procurement and construction contracts and membership interest purchase agreements to which certain of the Company's subsidiaries are individually a party, the subsidiaries, and indirectly the Company, have committed an amount of approximately $0.8 billion to complete construction of the facilities and the closing of the purchase of membership interest pursuant to all conditions being met under such agreements. Based upon current construction and closing schedules, the expectation is that these commitments will be fulfilled between 2024 and 2028. The Company plans to use debt and tax equity financing as well as cash on hand to fund such commitments.

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Power Purchase Agreements

The Company has long-term PPAs with its offtake customers. Under the PPAs, the Company is required to deliver agreed-upon quantities based on the agreements for successive periods, typically between one to five year rolling periods, over the terms of the PPAs. As of September 30, 2024, the Company was in compliance with all agreed-upon delivery quantities.

Renewable Energy Credit Commitments

The Company enters into two different types of forward sales agreements. The first type of forward sales agreement is to sell 100% of the RECs produced by certain renewable energy systems. Total REC sales under these forward sales agreements depends on total production of each renewable energy system. The second type of forward sales agreement is to sell a specified number of RECs at fixed prices during specific periods between 2024 and 2044.

The Company's commitments to third parties under REC sales contracts for each of the next five years and thereafter are as follows:


(in thousands)
Period ended September 30,						Number of RECs
2024-2025						85
2025-2026						75
2026-2027						48
2027-2028						47
2028-2029						47
Thereafter						231
Total						533

Pledge of Parent Company Guarantees

Pursuant to various tax equity structures, which are governed by various agreements to which certain of the Company’s subsidiaries are individually a party to, the Company has provided unsecured guarantees to support the commitments and obligations of these underlying tax equity agreements in an amount of $1.0 billion as of September 30, 2024. As of September 30, 2024, the Company is not aware of any events that could trigger the Company’s obligations under these guarantees.

Refer to Note 1. Organization and Operations of the Company, Note 5. Variable Interest Entities, and Note 14. Related Parties for an additional discussion of the Company’s commitments and contingencies.

Leases

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Maturities of the Company’s lease liabilities for each of the next five years and thereafter are as follows:


(in thousands)
Period ended September 30,	Operating Leases		Finance Leases
2024-2025	$	14,081	$	18
2025-2026	13,838		18
2026-2027	13,962		8
2027-2028	14,039		—
2028-2029	14,193		—
Thereafter	447,468		—
Total lease payments	517,581		44
Less: Imputed interest	(314,219)		(3)
Present value of lease liabilities	$	203,362	$	41

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Note 14. Related Parties

Modified Special Unit

In accordance with the terms of the Fourth Operating Agreement, the Special Unitholder who was the holder of the Special Unit, which, prior to the completion of the Acquisition, entitled the Special Unitholder to receive the Performance Participation Fee and Liquidation Performance Participation Fee.

Under the Fifth Operating Agreement, the “Liquidation Performance Participation Distribution” is payable to the Liquidation Performance Unit (“LPU Holder”) upon the same terms described above with the exception that amounts that may be earned upon the occurrence of a listing of the Company’s shares (or a transaction in which the Company’s members receive shares of a company that is listed) on a national securities exchange are no longer payable in cash, but only in additional Class P-I shares, which will be valued for such purpose at their then fair market value as determined in accordance with the terms of the Fifth Operating Agreement at the time of such listing. In the case of a liquidation of the Company, amounts payable may be paid in additional shares of the Company, other securities and/or cash. Refer to Note 16. Equity for additional details on the Liquidation Performance Unit.

Transition Services Agreement

In connection with the Acquisition, Greenbacker Group LLC (“Group LLC”) and certain other parties (together, the “Service Recipients”) entered into a transition services agreement with Greenbacker Administration LLC (“Greenbacker Administration”) (the “Transition Services Agreement”). In November 2023, Group LLC and the Service Recipients entered into an amended transition services agreement (the “Amended Transition Services Agreement”), pursuant to which Greenbacker Administration is providing certain financial and corporate recordkeeping services to the Service Recipients until the earlier of: (i) December 31, 2025; (ii) such time as the parties terminate the services arrangement; or (iii) one month after such Service Recipient has been liquidated and dissolved. The Service Recipients shall be required to pay a fee of $200 per hour per person performing the services it receives under both the Transition Services Agreement and Amended Transition Services Agreement. The impact of the Transition Services Agreement and Amended Transition Services Agreement to the Consolidated Financial Statements for the three and nine months ended September 30, 2024 and 2023 was not material.

Registration Rights Agreement

In connection with the Acquisition, the Company and GREC entered into a customary registration rights agreement, pursuant to which GREC has agreed to use commercially reasonable efforts to prepare and file with the SEC not later than 12 months from the beginning of the first full calendar month following completion of an initial public offering by GREC a shelf registration statement relating to the resale of shares of common stock of GREC that may in the future be held by Group LLC, the LPU Holder and/or their respective members to the extent their shares of the Company are repurchased, redeemed, exchanged or converted into shares of common stock of GREC. GREC has agreed to pay customary registration expenses and to provide customary indemnification in connection with the foregoing registration rights.

Executive Protection Plan

In connection with the closing of the Acquisition, each of Mr. Charles Wheeler and Mr. David Sher terminated their employment agreements with Group LLC, and such employment agreement was superseded by offer letters from GREC and participation in the GREC Executive Protection Plan.

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GCM Managed Funds

The Company provides, through GCM, investment management services to Greenbacker Renewable Opportunity Zone Fund LLC (“GROZ”), GDEV I, GDEV II and GREC II. As a result, the Company records Investment Management revenue on the Consolidated Statements of Operations, as applicable, and more fully described below. The following table presents investment management revenue for the three and nine months ended September 30, 2024 and 2023:


	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2024		2023		2024		2023
GROZ:
Management fees	$	73	$	73	$	218	$	218

GDEV I:
Management fees	523		604		1,694		1,854

GDEV II:
Management Fees	495		83		1,653		1,115

GREC II:
Management fees	1,550		1,052		4,386		2,641
Performance participation fee	—		—		1,088		1,155
Administrative fees	$	2,232	$	1,036	$	5,367	$	2,427

Management fees, Performance participation fees and Administrative fees are included in Investment Management revenue on the Consolidated Statements of Operations.

The following table presents investment management receivable for the as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024		December 31, 2023
GROZ:
Management fees receivable	$	73	$	194
GDEV I:
Management fees receivable	4		—
GDEV II:
Management fees receivable	—		797
GREC II:
Management fees receivable	3,065		2,265
Performance participation fee receivable	1,088		499
Administrative fee receivable	$	3,811	$	2,408

Management fees, Performance participation fees and Administrative fees owed to the Company are included in Accounts receivable, net on the Consolidated Balance Sheets.

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GROZ

Base management fees under GCM’s advisory fee agreement with GROZ are calculated at a monthly rate of 0.125% (1.50% annually) of the average gross invested capital for GROZ.

The Company is also eligible to receive certain performance-based incentive fee distributions from GROZ, including upon liquidation of GROZ, subject to certain distribution thresholds as defined in the amended and restated limited liability company operating agreement of GROZ. The Company has not yet recognized any revenue related to GROZ incentive fee distributions.

GDEV I

Base management fees under GCM’s advisory fee agreements with GDEV I, dated March 3, 2022, are calculated as described herein. For the period from March 3, 2022 through the date on which the commitment period ends (as defined in the GDEV I amended and restated limited partnership agreements), the management fee is calculated at an annual rate of 1.75% to 2.00%, depending on the limited partner, of the aggregate capital commitments to GDEV I. Beginning on the date following the date on which the commitment period terminates, the management fee is calculated at an annual rate of 1.75% to 2.00%, depending on the limited partner, of the aggregate cost basis of all portfolio securities of GDEV I.

The Company is also eligible to receive certain performance-based incentive fee distributions from GDEV I, including upon liquidation of GDEV I, subject to certain distribution thresholds as defined in the amended and restated limited liability partnership agreements of GDEV I. The Company has not yet recognized any revenue related to GDEV I incentive fee distributions.

GDEV II

Base management fees under GCM's advisory agreement with GDEV II, dated November 11, 2022, are calculated as described herein. For the period from November 11, 2022 through the date on which the commitment period ends (as defined in the GDEV II amended and restated limited partnership agreement), the management fee will be calculated at an annual rate of 1.50% to 2.00%, depending on the limited partner, of the aggregate capital commitments to GDEV II. Beginning on the date following the date on which the commitment period terminates, the management fee is calculated at an annual rate of 1.50% to 2.00%, depending on the limited partner, of the aggregate cost basis of all portfolio securities of GDEV II.

The Company is also eligible to receive certain performance-based incentive fee distributions from GDEV II, including upon liquidation of GDEV II, subject to certain distribution thresholds as defined in the amended and restated limited liability partnership agreements of GDEV II. The Company has not yet recognized any revenue related to GDEV II incentive fee distributions.

GREC II

Base management fees under GCM's advisory fee agreement with GREC II are to be calculated at a monthly rate of 1.25% annually of the aggregate net asset value (“NAV”) of the net assets attributable to Class F shares of GREC II plus an annual percentage of the aggregate NAV of the net assets attributable to Class I, Class D, Class T, and Class S shares in accordance with the following schedule:


Aggregate NAV (Class I, Class D, Class T, and Class S shares)			Management Fee
On NAV up to and including $1,500,000,000			1.75% (0.15% monthly)
On NAV in excess of $1,500,000,000			1.50% (0.13% monthly)

The Company is also eligible to receive certain performance-based incentive fees from GREC II, including upon liquidation of GREC II, subject to certain distribution thresholds as defined in the advisory agreement between GCM and GREC II.

In addition, the Company earns administrative fee revenue for certain technical, financial, legal, accounting, tax and operational asset management services performed by Greenbacker Administration. Pursuant to the administration agreement between GREC II and Greenbacker Administration, GREC II will reimburse Greenbacker Administration for the costs and expenses incurred by Greenbacker Administrator and any sub-administrators in performing their obligations and providing personnel and facilities to GREC II.

During 2023, the Company guaranteed $38.6 million of costs to complete ongoing construction of certain facilities currently owned or to be acquired by GREC II pursuant to the terms and conditions of various construction related contracts. The Company assigned the guarantees to GREC II during the first and second quarters of 2024.

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Other Related Party Transactions

The Company entered into secured loans to finance the purchase and installation of energy-efficient lighting with AEC Companies. Certain of the loans with LED Funding LLC, an AEC Company, converted to a lease on the day the energy efficiency upgrades became operational. AEC Companies are considered related parties, as the members of these entities own a direct, noncontrolling ownership interest in the Company. The loans between the AEC Companies and the Company, and the subsequent leases, were negotiated at an arm’s length and contain standard terms and conditions that would be included in third-party lending agreements, including required security and collateral, interest rates based upon risk of the specific loan, and term of the loan. As of September 30, 2024 and December 31, 2023, the Company was owed $0.1 million and $0.1 million, respectively, in lease payments from AEC Companies, which is included in Accounts receivable, net on the Consolidated Balance Sheets. As of September 30, 2024 and December 31, 2023, the principal balance of the loan receivable was $0.1 million and $0.2 million, respectively, which is included in Other noncurrent assets on the Consolidated Balance Sheets. The interest receivable as of September 30, 2024 and December 31, 2023 was not material. The payments received for the operating leases and the loan receivable during the nine months ended September 30, 2024 were not material. The Company received payments of $0.1 million on the operating leases and the loan receivable during the nine months ended September 30, 2023.

On September 1, 2023, GREC (together with the Company) and Mehul Mehta entered into a separation agreement where Mr. Mehta’s role as Chief Investment Officer with the Company terminated on September 1, 2023, and the Company engaged Mr. Mehta as a consultant. Pursuant to the separation agreement, Mr. Mehta received cash severance of $1.3 million and a grant of 0.1 million cash-settled restricted share units. Mr. Mehta’s previously granted 0.1 million restricted share units were forfeited. Refer to Note 17. Share-based Compensation for additional information on Mr. Mehta’s forfeited restricted share units and granted cash-settled restricted share units. Further, a certain number of Mr. Mehta’s Earnout Shares will vest on an accelerated basis. Mr. Mehta also had the ability to have Class P-I and Earnout Shares repurchased, depending on whether the Company’s current SRP has been terminated or suspended and subject to the terms of the separation agreement. In the second quarter of 2024, Mr. Mehta exercised his right to have Class P-I and Earnout Shares repurchased for approximately $3.9 million, to be paid by the Company subsequently in 2024. The Company recognized a payable for these repurchased shares within Other current liabilities on the Consolidated Balance Sheets. The remaining Class P-I shares totaling $3.1 million, subsequent to Mr. Mehta exercising his repurchase rights, were reclassified from temporary equity to permanent equity on the Consolidated Balance Sheets as of September 30, 2024. All remaining Participating Earnout Shares totaling $0.7 million were classified as temporary equity and recorded within temporary equity on the Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023. In addition, the Company entered into a consulting agreement with Mr. Mehta to provide certain consulting, transition and other services. The term of the consulting agreement was from September 1, 2023 through January 2, 2024, with total consideration of $0.2 million paid in accordance with the Company’s normal payroll schedule.

In the second quarter of 2024, the Company entered into a MIPSA to sell its membership interest in Illinois Winds LLC to GREC II, an affiliate of the Company. Refer to Note 5. Variable Interest Entities for additional information.

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Note 15. Noncontrolling Interests and Redeemable Noncontrolling Interests

Noncontrolling interests (“NCI”) represents the portion of net assets in consolidated subsidiaries that is not attributable, directly, or indirectly, to the Company. For accounting purposes, the holders of NCI of consolidated subsidiaries of the Company include Tax Equity Investors under the tax equity financing facilities as well as the NCI in GDEV GP, GDEV GP II and GREC II which are held by an employee of the Company.

Tax Equity Investors are passive investors, usually large tax-paying financial entities such as banks, insurance companies and utility affiliates that use these investments to reduce future tax liabilities. Depending on the arrangement, until the Tax Equity Investors achieve their agreed-upon rate of return, they are entitled to a portion of the applicable project’s operating cash flow, as well as substantially all of the project’s investment tax credits, accelerated depreciation and taxable income or loss. Typically, tax equity financing transactions are structured so that the Tax Equity Investors reach their target return between five and 10 years after the applicable project achieves commercial operation. The Company has determined that the contractual arrangements with Tax Equity Investors represent substantive profit-sharing arrangements, and that income or loss should be attributed to these NCIs in each period using a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method.

The following table presents the redeemable noncontrolling interests (“RNCI”) attributable to Tax Equity Investors after adjusting the carrying amount to the redemption value and nonredeemable NCI attributable to Tax Equity Investors as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024		December 31, 2023
Redeemable NCI attributable to Tax Equity Investors	$	1,828	$	2,179
NCI attributable to Tax Equity Investors	$	111,080	$	113,736

The following table presents the Net income (loss) attributable to NCI for Tax Equity Investors for the three and nine months ended September 30, 2024 and 2023:



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2024		2023		2024		2023
Net loss attributable to NCI	$	(12,103)	$	(15,088)	$	(48,905)	$	(64,227)

The following table presents the contributions from Tax Equity Investors and distributions to Tax Equity Investors for the nine months ended September 30, 2024 and 2023:


	Nine months ended September 30,
	2024		2023
Contributions from Tax Equity Investors	$	70,407	$	76,539
Less: Syndication costs	8,999		2,801
Contributions from Tax Equity Investors, net	$	61,408	$	73,738

Distributions to Tax Equity Investors	$	14,764	$	13,845
Less: Distributions paid in the current period	12,906		10,068
Non-cash distributions to noncontrolling interests	$	1,858	$	3,777

The Company allocates income and loss to the NCI in GDEV GP based on the contractual allocations within the GDEV GP operating agreement. As of September 30, 2024 and December 31, 2023, the NCI attributable to the GDEV GP was not material. Net income (loss) attributable to noncontrolling interests at GDEV GP for the three and nine months ended September 30, 2024 and 2023 was not material.

The Company allocates income and loss to the NCI in GDEV GP II based on the contractual allocations within the GDEV GP II operating agreement. As of September 30, 2024 and December 31, 2023, the NCI attributable to the GDEV GP II was not material. Net income (loss) attributable to noncontrolling interests at GDEV GP II for the three and nine months ended September 30, 2024 and 2023 was not material.

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In the second quarter 2024, the Company entered into a MIPSA to sell its membership interest in Illinois Winds LLC to GREC II. The Company determined that after the closing date, it retained a controlling variable financial interest in Illinois Winds LLC under the guidance within ASC 810 and continued to consolidate the assets and liabilities of Illinois Winds LLC as a VIE. The $114.6 million membership interests in Illinois Winds LLC owned by GREC II are recorded within Noncontrolling interests on the Consolidated Balance Sheets as of June 30, 2024. Refer to Note 5. Variable Interest Entities for additional information.

As of September 30, 2024 and December 31, 2023, NCI attributable to other noncontrolling interest was $0.2 million.

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Note 16. Equity

General

Pursuant to the terms of the Fifth Operating Agreement, the Company may issue up to 400.0 million shares, 350.0 million of which shares are currently designated as Class A, C, I, P-A, P-D, P-S, P-T, P-I shares and Earnout Shares (collectively, common shares), and 50.0 million are designated as preferred shares. Except as described below, each class of common shares will have the same voting rights and rights to participate in distributions payable by the Company.

In connection with the Acquisition, the Company issued 13.1 million newly designated Earnout Shares to Group LLC pursuant to a certificate of share designation of Class EO common shares of the Company (the “Certificate of Designation”). The Certificate of Designation was subsequently amended and restated in February 2024 (the “Amended and Restated Certificate of Designation”). The Amended and Restated Certificate of Designation amended the provision providing for the allocation of net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Company. Earnout Shares are divided into three separate series, designated as “Tranche 1 Earnout Shares,” “Tranche 2 Earnout Shares,” and “Tranche 3 Earnout Shares,” and are comprised of 4.4 million Tranche 1 Earnout Shares, 4.4 million Tranche 2 Earnout Shares, and 4.4 million Tranche 3 Earnout Shares. Each separate series of Earnout Shares initially do not have the right to participate in any distributions paid by the Company. However, upon the achievement of separate benchmark targets applicable to each series in accordance with the terms of the Amended and Restated Certificate of Designation, or upon the occurrence of certain liquidity events, each series of Earnout Shares can become Participating Earnout Shares and will become entitled to priority allocations of profits and increases in value from the Company, and will: (i) have equivalent economic and other rights as the Class P-I shares of the Company, (ii) vote together as a single class with the Class P-I shares on all matters submitted to holders of Class P-I shares generally, (iii) not have separate voting rights on any matters (other than amendments to the terms of the Participating Earnout Shares that affect such Participating Earnout Shares adversely and in a manner that is different from the terms of the Class P-I shares), and (iv) have the right to participate in all distributions payable by the Company, as if they were, and on a pari passu basis with, the Class P-I shares for all purposes set forth in the Fifth Operating Agreement. Prior to the satisfaction of these targets as per the terms and conditions of the Amended and Restated Certificate of Designation, Earnout Shares will not be entitled to (x) vote with other shares on matters submitted to the holders of shares generally or (y) receive any distributions made to any other holders of shares (and will not be entitled to any accrual of distributions prior to achieving the targets described in the Amended and Restated Certificate of Designation). As of September 30, 2024, certain Earnout Shares have earned participating status as discussed in Earnout Shares below.

In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I shares and 13.1 million Earnout Shares. Holders of the Class P-I shares or Earnout Shares issued pursuant to the Contribution Agreement will not be permitted to sell or transfer the Class P-I shares or Earnout Shares for twelve months after the closing date of the Acquisition. See Earnout Shares— Footnote 16. Equity for the definition and additional information on the Contribution Agreement.

The Fifth Operating Agreement authorizes the Company’s Board of Directors, without approval of any of the members, to increase the number of shares the Company is authorized to issue and to classify and reclassify any authorized but unissued class or series of shares into any other class or series of shares having such designations, preferences, right, power and duties as may be specified by the Company's Board of Directors. The Fifth Operating Agreement also authorizes the Company's Board of Directors, without approval of any of the members, to issue additional shares of any class or series for the consideration and on the terms and conditions established by the Company's Board of Directors. In addition, the Company may also issue additional limited liability company interests that have designations, preferences, right, powers and duties that are different from, and may be senior to, those applicable to the common shares.

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Distribution Reinvestment Plan

The Company adopted a DRP through which the Company’s Class A, C and I shareholders could elect to purchase additional shares with distributions from the Company rather than receiving the cash distributions. The DRP was amended as of February 1, 2021 to include all share classes. Shares issued pursuant to the DRP will have the same voting rights as shares offered pursuant to the Company's prior public and private offerings. As of April 17, 2023, pursuant to the Company’s Post-Effective Amendment No. 1 to Form S-3 on Form S-1 (File No. 333-251021), the Company was offering up to $20.0 million in Class A, C and I shares to its existing Class A, C, and I shareholders pursuant to the Third Amended and Restated DRP. As of January 17, 2024, the Company ceased offering the shares under the previously effective registration statement, and pursuant to the Company’s new registration statement on Form S-3 (File No. 333-276532), the Company is offering up to $20.0 million in Class A, C and I shares to its existing Class A, C and I shareholders pursuant to the Third Amended and Restated DRP. No dealer manager fees, selling commissions or other sales charges will be paid with respect to shares issued pursuant to the DRP except for distribution fees on Class C, P-S and P-T shares (as discussed in Note 2. Significant Accounting Policies). At its discretion, the Board of Directors may amend, suspend or terminate the DRP as well as modify or waive the terms of the DRP with respect to certain or all shareholders, in its discretion, to be in the best interests of the Company. A participant may terminate the election to participate in the DRP by written notice to the plan administrator received by the plan administrator at least 10 days prior to the distribution payment date.

As of September 30, 2024, the Company issued 3.4 million Class A shares, 0.6 million Class C shares, 1.7 million Class I shares, 0.1 million Class P-A shares, 3.2 million Class P-I shares, 4.2 thousand Class P-D shares, 1.8 million Class P-S shares, and 16.4 thousand Class P-T shares for a total of 10.8 million aggregate shares issued under the DRP. As of December 31, 2023, the Company issued 3.3 million Class A shares, 0.6 million Class C shares, 1.6 million Class I shares, 0.1 million Class P-A shares, 2.8 million Class P-I shares, 3.7 thousand Class P-D shares, 1.6 million Class P-S shares, and 14.4 thousand Class P-T shares for a total of 10.0 million aggregate shares issued under the DRP.

The Company suspended the payment of shareholder distributions effective following the distribution payment on May 1, 2024. In connection with suspending shareholder distributions, the Company also suspended the DRP which was offered to shareholders who could elect to have the full amount of cash distributions reinvested in additional shares. As a result of the suspension of shareholders distributions and the DRP, shareholders will not be able to purchase additional shares through the DRP until such time, if any, as the Board of Directors affirmatively authorizes the recommencement of the shareholder distributions and the DRP. However, the Company can make no such assurances as to whether this will happen or the timing or terms of any recommencement.

Share Repurchase Program

The Company, through approval by its Board of Directors, adopted the SRP, pursuant to which the Company would conduct quarterly share repurchases to allow members to sell all or a portion of their shares (of any class) back to the Company at a price equal to the then current monthly share value for that class of shares.

The SRP includes numerous restrictions that will limit a shareholder’s ability to sell shares. At the sole discretion of the Board of Directors, the Company may also use cash on hand (including the proceeds from the issuance of new shares), cash available from borrowings or other external financing sources and cash from liquidation of investments to repurchase shares.

A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a shareholder must hold his or her shares for a minimum of one year before he or she can participate in the SRP, subject to any of the following special circumstances: (i) the written request of the estate, heir or beneficiary or a deceased shareholder; (ii) a qualifying disability of the shareholder for a non-temporary period of time provided that the condition causing the qualifying disability was not pre-existing on the date that the shareholder became a shareholder; (iii) a determination of incompetence of the shareholder by a state or federal court located in the United States; or (iv) as determined by the Board of Directors, in their discretion, to be in the interests of the Company. If a member has made more than one purchase of shares, the one-year holding period will be calculated separately with respect to each purchase.

The quarterly share repurchases limits for the SRP are set forth below.


Quarter Ending			Share Repurchase Limit(s)
September 30, 2021, and each quarter thereafter			During any 12-month period, 20.00% of the weighted average number of outstanding shares
			During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters

The Company may repurchase fewer shares than have been requested in any particular quarter to be repurchased under the SRP, or none at all, in its discretion at any time. Further, the Board of Directors may modify, suspend or terminate the SRP if it deems such action to be in the best interest of the Company and its shareholders or in response to regulatory changes or changes in law.

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On September 23, 2023, the Board of Directors approved the suspension of the SRP effective immediately, except for repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder. As a result of the suspension of the SRP, the Company will not accept or otherwise process any additional repurchase requests (except as noted above) until such time, if any, as the Board of Directors affirmatively authorizes the recommencement of the SRP. However, the Company can make no assurances as to whether this will happen or the timing or terms of any recommencement.

The Company delayed the payment with respect to the shares repurchased by the Company for the second quarter and distributed related proceeds in the fourth quarter of 2023. The Company also paid an additional supplemental payment to these redeeming shareholders based on the amount of distributions that the redeeming shareholders would have received from July 1, 2023 through the final date on which the shares are paid, had the Company not repurchased the shares.

The Company has received an order for the SRP from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, the SRP is substantially similar to repurchase programs for which the SEC has stated it will not recommend enforcement action under Rule 13e-4 and Regulation 14E under the Exchange Act.

Liquidation Performance Unit

In connection with the Acquisition, the Company issued a new Liquidation Performance Unit (the “LPU”) to the LPU Holder to replace the Special Unit previously issued to GCM. The Special Unit was contributed in connection with and immediately prior to the Acquisition from Group LLC, and therefore, was cancelled and terminated. The LPU Holder was formed on May 19, 2022 with the sole purpose of holding the LPU and is a wholly owned subsidiary of Group LLC. As per the terms of the agreement, upon an initial public offering of GREC (the “Listing”) or the liquidation of the Company, the LPU Holder shall be entitled to the Liquidation Performance Participation Distribution, the value and character of which is determined as follows:

a.if the Liquidation Performance Participation Distribution is payable as a result of a liquidation, the Liquidation Performance Participation Distribution will equal 20.00% of the net proceeds from the liquidation remaining after the other members of the Company have received their share of net proceeds; or

b.if the Liquidation Performance Participation Distribution is payable as a result of a Listing, the Liquidation Performance Participation Distribution will equal 20.00% of any premium the Company receives from the Listing. Additionally, the Liquidation Performance Participation Distribution shall be payable by converting the LPU into a number of newly issued Class P-I shares equal to the Liquidation Performance Participation Distribution divided by the Class P-I share value as of the first month end following the 30th trading day following such an IPO.

Since none of the events that would trigger the Liquidation Performance Participation Distribution was considered probable to occur, no liability was recognized related to the LPU as of September 30, 2024 and December 31, 2023.

Additionally, certain employees of the Company received profits interest units from the LPU Holder in exchange for employment services. Since the LPU Holder does not have any other operations or assets, the distribution an employee grantee shall receive from these profits interest units is the equivalent of the Liquidation Performance Participation Distribution the Company shall make to the LPU Holder. The Company has determined that the profits interest units do not represent a substantive class of the Company’s equity, and therefore, shall account for the potential distribution to employees as a payable in accordance with ASC Topic 710, Compensation—General. Since none of the events that would trigger the distribution was considered probable to occur, no liability was recognized as of September 30, 2024 and December 31, 2023, and no compensation expense was recognized for the nine months ended September 30, 2024 and 2023.

Earnout Shares

On May 19, 2022, the Company completed a management internalization transaction (“the Acquisition”) pursuant to which it acquired substantially all of the business and assets including intellectual property and personnel of its external advisor, GCM, Greenbacker Administration and GDEV GP (collectively, the “Acquired Entities”). For additional information on the Acquisition, see Part II — Item 8. — Consolidated Financial Statements and Supplementary Data — Note 3. Acquisitions in our Annual Report on Form 10-K for the year ended December 31, 2023.

The Acquisition was implemented under the terms of the Contribution Agreement, dated as of May 19, 2022, by and between the Company and GCM's former parent, Group LLC, a subsequent contribution agreement between the Company and GREC pursuant to which all the acquired businesses and assets were immediately contributed by the Company to GREC, and certain related agreements.

In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I common shares, par value $0.001 per share (the “Class P-I shares”) and 13.1 million of a newly created class of common shares of the Company designated as the Earnout Shares, par value $0.001 per share.

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The Earnout Shares included in purchase consideration are classified as contingent consideration liabilities and are subject to recurring fair value measurements until they reach the status of Participating Earnout Shares. As of September 30, 2024, the Run Rate Revenue exceeded $8.3 million but was less than $12.5 million. Accordingly, for the nine months ended September 30, 2024, a total of 0.3 million Tranche 1 Earnout Shares with a fair value of $2.7 million achieved the status of Participating Earnout Shares, which was reclassified from Contingent consideration, net of current portion to Common stock, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. As of September 30, 2024 and December 31, 2023, the fair value of the Earnout Shares that had not yet achieved the status of Participating Earnout Shares was $35.9 million and $42.3 million, respectively. The fair value of the contingent consideration related to Participating Earnout Shares is reclassified from Contingent consideration, net of current portion to Common shares, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. The change in fair value of the contingent consideration, is included in General and administrative expense on the Consolidated Statements of Operations.

As of September 30, 2024, none of the Company’s preferred shares were issued and outstanding.

The following table is a summary of the shares issued, participating and repurchased during the period and outstanding as of September 30, 2024:


(in thousands)	Class A	Class C	Class I	Class P-A	Class P-I	Class P-D	Class P-S	Class P-T	Class EO(1)	Total
Shares outstanding as of December 31, 2023	15,809	2,706	6,533	850	124,039	192	44,514	249	3,730	198,622
Shares issued through reinvestment of distributions during the period	105	25	64	9	291	1	155	2	—	652
Shares repurchased during the period	(15)	(17)	—	—	(37)	—	(50)	—	—	(119)
Shares transferred during the period	—	—	—	—	11	—	(11)	—	—	—
Other capital activity	—	—	—	—	6	—	—	—	173	179
Shares outstanding as of March 31, 2024	15,899	2,714	6,597	859	124,310	193	44,608	251	3,903	199,334
Shares issued through reinvestment of distributions during the period	36	9	20	4	99	—	49	1	—	218
Shares repurchased during the period	(32)	—	(12)	—	(422)	—	—	—	(57)	(523)
Shares transferred during the period	—	—	—	—	—	—	—	—	—	—
Other capital activity	—	—	—	—	6	—	—	—	147	153
Shares outstanding as of June 30, 2024	15,903	2,723	6,605	863	123,993	193	44,657	252	3,993	199,182
Shares issued through reinvestment of distributions during the period	—	—	—	—	—	—	—	—	—	—
Shares repurchased during the period	(19)	(2)	(23)	(3)	(22)	—	(33)	—	—	(102)
Shares transferred during the period	—	—	—	—	56	—	(56)	—	—	—
Other capital activity	—	—	—	—	338	—	—	—	2	340
Shares outstanding as of September 30, 2024	15,884	2,721	6,582	860	124,365	193	44,568	252	3,995	199,420

(1)Class EO Other capital activity relates to shares that achieved participating earnout share status as discussed in Earnout Shares above.

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Distributions

On the last business day of each month, with the authorization of its Board of Directors, the Company declares distributions on each outstanding Class A, C, I, P-A, P-I, P-D, P-T, P-S shares and Earnout Shares. These distributions are calculated based on shareholders of record for each day in amounts equal to that exhibited in the table below based upon distribution period and class of share.


		Class of Share
Distribution Period		A		C		I		P-A		P-I		P-D		P-T		P-S		EO
1-Nov-15	31-Jan-16	$	0.00165	$	0.00165	$	0.00165	$	—	$	—	$	—	$	—	$	—	$	—
1-Feb-16	30-Apr-16	$	0.00166	$	0.00166	$	0.00166	$	—	$	—	$	—	$	—	$	—	$	—
1-May-16	31-Jul-16	$	0.00166	$	0.00166	$	0.00166	$	0.00158	$	0.00158	$	—	$	—	$	—	$	—
1-Aug-16	31-Oct-16	$	0.00168	$	0.00168	$	0.00168	$	0.00160	$	0.00160	$	—	$	—	$	—	$	—
1-Nov-16	31-Jan-17	$	0.00169	$	0.00164	$	0.00169	$	0.00160	$	0.00160	$	—	$	—	$	—	$	—
1-Feb-17	30-Apr-17	$	0.00168	$	0.00164	$	0.00168	$	0.00160	$	0.00160	$	—	$	—	$	—	$	—
1-May-17	31-Jul-17	$	0.00167	$	0.00163	$	0.00167	$	0.00160	$	0.00158	$	—	$	—	$	—	$	—
1-Aug-17	31-Oct-17	$	0.00167	$	0.00163	$	0.00167	$	—	$	0.00159	$	—	$	—	$	—	$	—
1-Nov-17	31-Oct-18	$	0.00167	$	0.00163	$	0.00167	$	—	$	0.00158	$	—	$	—	$	—	$	—
1-Nov-18	30-Apr-20	$	0.00167	$	0.00163	$	0.00167	$	0.00165	$	0.00158	$	—	$	—	$	—	$	—
1-May-20	30-Nov-20	$	0.00152	$	0.00149	$	0.00152	$	0.00153	$	0.00158	$	—	$	—	$	—	$	—
1-Dec-20	30-Jun-23	$	0.00152	$	0.00149	$	0.00152	$	0.00152	$	0.00158	$	0.00158	$	0.00158	$	0.00158	$	—
1-Jul-23	1-May-24	$	0.00152	$	0.00149	$	0.00152	$	0.00152	$	0.00158	$	0.00158	$	0.00158	$	0.00158	$	0.00158

The following table reflects the distributions declared during the nine months ended September 30, 2024:


(in thousands)
Pay Date	Paid in Cash		Value of Shares Issued under DRP		Total
February 1, 2024	$	7,610	$	1,787	$	9,397
March 1, 2024	7,145		1,691		8,836
April 1, 2024	7,607		1,821		9,428
May 1, 2024	7,373		1,757		9,130








Total	$	29,735	$	7,056	$	36,791

The following table reflects the distributions declared during the nine months ended September 30, 2023:


(in thousands)
Pay Date	Paid in Cash		Value of Shares Issued under DRP		Total
February 1, 2023	$	7,386	$	1,975	$	9,361
March 1, 2023	6,679		1,777		8,456
March 31, 2023	7,420		1,942		9,362
May 1, 2023	7,114		1,888		9,002
June 1, 2023	7,373		1,934		9,307
July 3, 2023	7,145		1,871		9,016
August 1, 2023	7,232		1,926		9,158
September 1, 2023	7,226		1,935		9,161
October 2, 2023	7,003		1,873		8,876



Total	$	64,578	$	17,121	$	81,699

All distributions paid for the nine months ended September 30, 2024 and 2023 are expected to be reported as a return of capital to members for tax reporting purposes.

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Note 17. Share-based Compensation

In May 2023, the Company’s Board of Directors adopted the 2023 Equity Incentive Plan, which authorized an aggregate of 5% of the common shares that are issued and outstanding as Class P-I shares for issuance to employees and non-employee directors. The maximum number of common shares authorized will be automatically increased by 1% on each anniversary of the effective date of the 2023 Equity Incentive Plan, until the total aggregate amount of issuable shares is 10% of the common shares issued and outstanding. The 2023 Equity Incentive Plan allows for the issuance of certain share awards. The Company’s Board of Directors determines the period over which share-based awards become exercisable and awards generally vest over a one to four-year period. As of September 30, 2024, there were 6.2 million shares available for future grants under the 2023 Equity Incentive Plan.

Share-based compensation expense is recognized within Direct operating costs and General and administrative expense on the Consolidated Statements of Operations. The Company accounts for forfeitures as they occur. The following table summarizes share-based compensation expense recognized during the three and nine months ended September 30, 2024:


	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2024		2023		2024		2023
Restricted share units	$	1,632	$	142	$	6,243	$	162
Cash-settled restricted share units	—		665		19		665
Performance restricted share units	690		128		1,536		128
Director’s fees	48		49		144		146
GDEV I incentive fees(1)	(29)		556		265		685
GDEV II incentive fees(1)	284		—		2,168		—
GDEV II special profits interest	10		104		34		183
EO Awards(2)	(1,360)		2,836		2,571		8,023
Total	$	1,275	$	4,480	$	12,980	$	9,992

(1)The GDEV I and GDEV II incentive fees are carried interest that were issued by GDEV GP and GDEV GP II to certain employees of GCM that provided services to GDEV GP and GDEV GP II.

(2)The Earnout Shares were granted in connection with the Acquisition.

Restricted Share Units

The Company grants service-based restricted share units to employees and non-employee directors under the 2023 Equity Incentive Plan. Compensation expense for these service-based restricted share units is based on the monthly share value (“MSV”) of the Company’s Class P-I shares on the business day prior to grant and is recognized ratably over the service period. There were 2.7 million of restricted share units granted during the nine months ended September 30, 2024 with a weighted average fair value of $7.78 per share. Unrecognized compensation expense related to restricted share units as of September 30, 2024 was $15.3 million, which the Company expects to recognize over a weighted average period of1.61 years.

The following table provides a summary of the restricted share unit activity during the nine months ended September 30, 2024:


(in thousands, except per share data)	Restricted Share Units	Weighted Average Fair Value
Unvested balance as of December 31, 2023	267	$	7.78
Granted	2,679	$	7.78
Vested	(551)	$	8.17
Forfeited	(138)	$	7.34
Unvested balance as of September 30, 2024	2,257	$	7.71

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Cash-Settled Restricted Share Units

As discussed in Note 14. Related Parties, in September 2023, 0.1 million previously issued restricted share units were forfeited and the Company simultaneously awarded 0.1 million new cash-settled restricted share units to a former employee of the Company. Of these cash-settled restricted share units, 67% vested on February 17, 2024 and were settled shortly thereafter, and 33% will vest on February 17, 2025 if the former employee does not violate the terms of a restrictive covenant set forth in such former employee’s separation agreement with the Company. The awards were fully vested on the grant date because the restrictive covenant does not create a substantive service condition. The fair value of these cash-settled restricted share units was $0.7 million on the grant date. The cash-settled restricted share units are measured at fair value each quarter until settled. The change in the fair value of the cash-settled restricted share units from the grant date through September 30, 2024 was not material.

Performance Restricted Share Units

In February 2024, the Company granted performance restricted share units of up to 0.7 million shares of the Company’s Class P-I shares to certain employees. The awards had a grant date fair value of approximately $2.5 million using a Black-Scholes-Merton model. The performance restricted share units are both a market and service-based award in accordance with ASC 718. Shares under this award will be earned based on total shareholder return between May 23, 2023 and May 23, 2026. Shares earned will vest on August 9, 2027. The Company will recognize the entire $2.5 million of compensation expense for this award, regardless of whether such conditions are met, over the requisite service period unless units are forfeited during the period.

In July 2024, the Company granted performance restricted share units of up to 1.3 million shares of the Company’s Class P-I shares to certain employees. The awards had a grant date fair value of approximately $5.3 million using a Black-Scholes-Merton model. The performance restricted share units are both a market and service-based award in accordance with ASC 718. Shares under this award will be earned based on total shareholder return between July 31, 2024 and July 31, 2027. Shares earned will vest on July 18, 2028. The Company will recognize the entire $5.3 million of compensation expense for this award, regardless of whether such conditions are met, over the requisite service period unless units are forfeited during the period.

The following table summarizes the assumptions and related information used to determine the grant-date fair value of performance restricted share units awarded for the February 2024 performance restricted share unit grant:


Inputs	Performance Restricted Share Units
Weighted average grant-date fair value per Class P-I share	$	8.27
Performance period (in years)	3.0
Expected share volatility	28.6		%
Dividend yield	—		%
Daily distribution rate	$	0.00158
Risk-free interest rate	4.7		%

The following table summarizes the assumptions and related information used to determine the grant-date fair value of performance restricted share units awarded for the July 2024 performance restricted share unit grant:


Inputs	Performance Restricted Share Units
Weighted average grant-date fair value per Class P-I share	$	7.97
Performance period (in years)	3.0
Expected share volatility	25.1		%
Dividend yield	—		%
Daily distribution rate	$	—
Risk-free interest rate	4.3		%

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The following table provides a summary of performance restricted share unit activity during the nine months ended September 30, 2024:


(in thousands, except per share data)	Performance Restricted Share Units	Weighted Average Fair Value
Unvested balance as of December 31, 2023	1,067	$	4.40
Granted	1,987	$	3.92

Forfeited	(65)	$	3.74
Unvested balance as of September 30, 2024	2,989	$	4.09

EO Awards

The Company recognized share-based compensation (benefit) expense of $(1.4) million and $2.6 million for the three and nine months ended September 30, 2024 related to the EO Awards, which are included in General and administrative expenses in the Consolidated Statements of Operations. As of September 30, 2024, unrecognized share-based compensation expense associated with the EO Awards is $3.4 million, which is expected to be amortized over a weighted average period of 1.8 years. The Company recognized total forfeitures of $1.4 million and $2.4 million during the three and nine months ended September 30, 2024. Refer to Note 16. Equity for additional details.

GDEV I and GDEV II Incentive Fees

The GDEV I and GDEV II incentive fees were carried interest issued by GDEV GP and GDEV GP II to certain employees of GCM that provided services to GDEV GP and GDEV GP II. The Company accounts for the carried interests issued to employees in accordance with ASC 710. Holders of carried interest receive distributions based on carried interest received by GDEV GP and GDEV GP II from GDEV I and GDEV II once the management fee shortfall has been reduced to zero. Vesting among employees is based on either the continued service of the participant or on the achievement of performance goals set out in the applicable award agreement. The carried interests issued to employees are liability classified, and compensation expense for the carried interests is based on the change in the fair value of the carried interests. The compensation expense recognized on the carried interests are included in General and administrative expenses in the Consolidated Statements of Operations.

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Note 18. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated:



	Three months ended September 30,				Nine months ended September 30,
(in thousands, except per share data)	2024		2023		2024		2023
Basic and diluted:
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(46,372)	$	(60,461)	$	(65,677)	$	(63,648)

Weighted average common shares outstanding used in computing net loss per share—basic	199,486		197,153		199,273		199,653
Weighted average common shares outstanding used in computing net loss per share—diluted	199,486		197,153		199,273		199,653

Net loss per share—basic	$	(0.23)	$	(0.31)	$	(0.33)	$	(0.32)
Net loss per share—diluted	$	(0.23)	$	(0.31)	$	(0.33)	$	(0.32)

Securities that could potentially be dilutive are excluded from the computation of diluted loss per share when a loss from continuing operations exists because their inclusion would result in an anti-dilutive effect on per share amounts. The effect of 5.2 million shares related to the Company’s share-based compensation awards for the three and nine months ended September 30, 2024 were excluded from the calculation of diluted earnings per share as effect of such shares would have been anti-dilutive. The effect of 1.4 million shares related to the Company’s share-based compensation awards for the three and nine months ended September 30, 2023 were excluded from the calculation of diluted earnings per share as effect of such shares would have been anti-dilutive.

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Note 19. Segment Reporting

The Company determines its operating segments and reports segment information in accordance with how the Company’s CODM allocates resources and assesses performance. The Company’s CODM is its Chief Executive Officer. The Company’s operating segments are aggregated into two reportable segments, described below:

•IPP – The IPP business represents the active management and operations of the Company's fleet of renewable energy projects, including those in late-stage development and under construction. The Company's renewable energy projects generally earn revenue through the sale of generated electricity as well as frequently through the sale of other commodities such as RECs. In certain cases, the Company also serves as a minority member in renewable energy projects where it does not actively manage and operate the project but receives periodic dividends. The Company also provides loans to developers for the construction of renewable energy and energy efficiency projects as an incremental revenue stream for IPP.

The IPP business includes the direct costs to operate the Company's fleet, including costs such as operations and maintenance, repairs, and other costs incurred at the project / site level. Additionally, the Company employs a dedicated team of technical asset managers as well as a construction team to oversee the development and operations of our fleet. Such costs are recorded as Direct operating costs for IPP.

The IPP business also includes the allocable portion of the Company’s General and administrative expenses, which represents overhead functions such as: finance and accounting, legal, information technology, human resources and other general functions that support the operations of IPP.

•IM – The IM business represents GCM’s investment management platform, which is a renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act. The IM business also includes administrative services provided by Greenbacker Administration for managed funds in the renewable energy industry as an additional revenue stream.

The Company's IM business includes the direct costs incurred for the investment management services for managed funds and other marketing and investor relation services. This includes the costs to raise and deploy capital for such funds. Such costs are recorded as Direct operating costs for IM.

The IM business also includes the allocable portion of the Company’s General and administrative expenses, which represents overhead functions such as: finance and accounting, legal, information technology, human resources and other general functions that support the operations of IM.

The following table presents the Company’s reportable segment financial results:



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2024		2023		2024		2023
Energy revenue	$	48,396	$	43,721	$	143,271	$	126,115
Other revenue	2,083		2,626		4,778		5,896
Contract amortization, net	(3,355)		(4,088)		(9,430)		(13,832)
Total IPP revenue	$	47,124	$	42,259	$	138,619	$	118,179

Investment Management revenue	$	4,878	$	2,842	$	14,386	$	9,174

Total net revenue	$	52,002	$	45,101	$	153,005	$	127,353

The Company's CODM evaluates the financial performance of each segment using Segment Adjusted EBITDA, which excludes: (i) unallocated corporate expenses; (ii) interest expense; (iii) income taxes; (iv) depreciation expense; (v) amortization expense (including contract amortization); (vi) accretion; (vii) impairment of long-lived assets; (viii) share-based compensation; (ix) other non-recurring costs that are unrelated to the continuing operations of the Company’s segments; and (x) amounts attributable to our redeemable and non-redeemable controlling interests. Additionally, the Company does not allocate foreign currency gains and losses, other income and losses, change in fair value of contingent consideration (if any), and unrealized gains and losses to our operating segments. Refer to Part I — Item 2 — Results of Operations for additional discussion on Segment Adjusted EBITDA and segment results.

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The following table reconciles total Segment Adjusted EBITDA to Net loss attributable to Greenbacker Renewable Energy Company LLC:



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2024		2023		2024		2023
Segment Adjusted EBITDA:
IPP Adjusted EBITDA	$	9,580	$	18,657	$	54,665	$	55,460
IM Adjusted EBITDA	(682)		(2,123)		(982)		(4,275)
Total Segment Adjusted EBITDA	$	8,898	$	16,534	$	53,683	$	51,185

Reconciliation:
Total Segment Adjusted EBITDA	$	8,898	$	16,534	$	53,683	$	51,185
Unallocated corporate expenses	(6,838)		(6,394)		(20,336)		(21,905)
Total Adjusted EBITDA	$	2,060	$	10,140	$	33,347	$	29,280

Less:
Share-based compensation expense	1,275		4,480		12,980		9,992
Change in fair value of contingent consideration	(4,690)		(5,420)		(3,764)		(4,103)
Non-recurring professional services and legal fees	3,036		729		7,094		2,921
Non-recurring salaries and personnel related expenses	1,257		1,250		1,659		1,250
Depreciation, amortization and accretion(1)	24,353		58,902		71,746		119,058
Gain on deconsolidation, net	—		—		(5,722)		—
Impairment of long-lived assets, net and project termination costs	26,380		50,662		32,710		50,662
Operating loss	$	(49,551)	$	(100,463)	$	(83,356)	$	(150,500)

Interest (expense) income, net	(21,134)		13,369		(35,158)		7,912
Change in fair value of investments, net	2,822		(1,945)		656		(1,268)
Other income, net	630		215		628		245
Loss before income taxes	$	(67,233)	$	(88,824)	$	(117,230)	$	(143,611)

Benefit from income taxes	8,834		11,536		2,579		14,155
Net loss	$	(58,399)	$	(77,288)	$	(114,651)	$	(129,456)

Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	(12,027)		(16,827)		(48,974)		(65,808)
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(46,372)	$	(60,461)	$	(65,677)	$	(63,648)

(1)Includes contract amortization, net in the amount of $3.4 million, $4.1 million, $9.4 million, and $13.8 million for the three months ended September 30, 2024 and 2023 and the nine months ended September 30, 2024 and 2023, respectively, which are included in Contract amortization, net on the Consolidated Statements of Operations.

Assets are not allocated to the Company’s segments for internal reporting purposes.

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Note 20. Subsequent Events

The Company has evaluated events that have occurred after the balance sheet date but before the financial statements are issued and has determined that there were no subsequent events requiring adjustment or disclosure in the Consolidated Financial Statements, except as described below:

On October 7, 2024, two of the Company's subsidiaries with development-stage projects received notices of termination from the offtaker due to contractual defaults under the terms of their respective PPAs, which gave the offtaker the right to terminate the PPAs if the defaults were not cured. The Company considered this to be a triggering event and performed an impairment analysis as of September 30, 2024. The impairment analysis indicated that the projected future cash flows for the projects no longer supported the recoverability of the carrying value of the related long-lived assets on the Company’s financial statements. Refer to Note 8. Property, Plant and Equipment.

On October 24, 2024, Cider Solar Acquisition Co LLC and Cider Solar Manager LLC signed a financing agreement with a syndicate of lenders with a maximum borrowing commitment of $870.0 million which will fund the related Cider project. Within the maximum borrowing commitment, $372.6 million is related to construction loan commitments, $417.8 million is related to a ITC bridge loan commitments and the remaining $79.5 million is related to letters of credit commitments of which no borrowings have been executed related to this agreement subsequent to the closing date.

On October 11, 2024, the Company loaned an additional $2.1 million to an OYA affiliate through the amended existing loan agreement between GDEV I, an affiliate of the Company, certain other unrelated lenders, and the OYA affiliate.

On November 6, 2024, OYA and certain of its affiliates filed for a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the U.S. Bankruptcy Court of Delaware. On November 6, 2024, prior to the filing of the Bankruptcy Petitions filing, OYA and a third-party bidder, entered and agreed to the terms of a form of “stalking horse” asset purchase agreement and a form of Secured Debtor-in-Possession Financing Agreement for certain of OYA's assets. The Company will continue to evaluate the effect of the bankruptcy filing on its consolidated financial statements and currently does not anticipate a material impact.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with the Company's audited consolidated financial statements and related notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC and the related notes and other financial information appearing elsewhere in this Quarterly Report for the three and nine months ended September 30, 2024. The use of “we”, “us”, “our” and the “Company” refer, collectively to the Greenbacker Renewable Energy Company LLC and its subsidiaries, unless otherwise expressly stated or context otherwise requires. This Quarterly Report does not constitute an offer of any of the Company’s managed funds described herein.

Organizational Overview

The Company previously conducted continuous public offerings of Class A, C, and I shares of limited liability company interests, along with Class A, C, and I shares pursuant to the Company’s DRP. The public offerings were initially commenced in August 2013 and terminated March 29, 2019, raising a total of $253.4 million. The Company also privately offered Class P-A, P-I, P-D, P-T and P-S shares. These private offerings were conducted between April 2016 and March 16, 2022, raising a total of $1.4 billion.

The Company suspended the payment of shareholder distributions effective following the distribution payment on May 1, 2024. In connection with suspending shareholder distributions, the Company also suspended the DRP which was offered to shareholders who could elect to have the full amount of cash distributions reinvested in additional shares. The Company offered the share repurchase program (“SRP”) pursuant to which quarterly share repurchases were conducted to allow shareholders to sell shares back to the Company. On September 23, 2023, the Company suspended the SRP (except with respect to repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder).

For an organizational structure chart depicting a simplified version of our structure, see Part I — Item 1. — Business — Organizational Overview in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC.

Business Overview

The Company’s business objective is to generate attractive risk-adjusted returns for its shareholders, consisting of both current income and long-term capital appreciation, by acquiring and financing the construction and/or operation of income-generating renewable energy, energy efficiency and sustainable development projects, primarily within North America, as well as by providing investment management services to funds within the sustainable infrastructure and renewable energy industry where the Company expects to receive investment management and incentive fees.

The Company operates with the capabilities of both an actively managed owner-operator of renewable energy businesses and as an active third-party investment manager of other funds within the sustainable infrastructure and renewable energy industry. The Company currently operates in two reportable segments described below.

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•IM – The IM business represents GCM’s investment management platform — a renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act. The IM business also includes administrative services provided by Greenbacker Administration for managed funds in the renewable energy industry as an additional revenue stream.

For a further description of our IPP and IM segments, see Part I — Item 1 — Business — Business Overview in our Annual Report on Form 10-K for the year ended December 31, 2023.

Seasonality

Certain types of renewable power generation may exhibit seasonal behavior. For example, wind power generation is generally stronger in winter than in summer as wind speed tends to be higher when the weather is colder. In contrast, solar power generation is typically stronger in the summer than in the winter. This is primarily due to the brighter sunshine, longer days and shorter nights of the summer months, which generally result in the highest power output of the year for solar power. Because these seasonal variations are relatively predictable for these types of assets, we factor in the effects of seasonality when analyzing a potential acquisition in these target assets. Therefore, the impact that seasonality may have on our business, including the income from our renewable energy projects, will depend on the diversity of our acquisitions in renewable energy, energy efficiency and other sustainability-related projects in our overall portfolio. However, to the extent our acquisitions are concentrated in either solar or wind power, we expect our business to be seasonal based on the mix of renewable power generation technology.

Presentation of Key Factors Impacting Our Operating Results and Financial Condition

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges. Please see the factors discussed in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2023, including those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for additional information.

General Market Risks

Our business and the success of our strategies are affected by global and domestic economic, political and market conditions generally and including the local economic conditions where its assets are located. Certain external events such as public health crises (e.g., COVID-19), natural disasters and geopolitical events, including the ongoing conflict between Russia, Belarus and Ukraine, and the more recent Middle East conflict, have recently led to increased financial and credit market volatility and disruptions, leading to record inflationary pressure, changes in interest rates, supply chain issues, labor shortages and recessionary concerns. The Federal Reserve has reduced interest rates during 2024; however, there is no guarantee further reductions in interest rates may occur. The full impact of such external events on the financial and credit markets and consequently on the Company’s future financial conditions and results of operations is uncertain and cannot be fully predicted. We will continue to monitor these events and will adjust our operations as necessary.

Size of Fleet

The size of our fleet of operating renewable energy projects is a key revenue driver. Generally, as the size of our operating fleet grows, the amount of revenue we receive will increase. In addition, our fleet of renewable energy projects may grow at an uneven pace, as opportunities to make investments in our target assets may be irregularly timed, and the timing and extent of our success in acquiring such assets, cannot be predicted.

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Credit Risk

We expect to encounter credit risk relating to (1) counterparties to the electricity sales agreements (including power purchase agreements) for our projects, (2) counterparties responsible for project construction and equipment supply, (3) companies in which we may invest and (4) any potential debt financing we or our projects may obtain. When we are able to do so, we seek to mitigate credit risk by entering into contracts with high quality counterparties. However, it is still possible that these counterparties may be unable to fulfill their contractual obligations to us.

If counterparties to the electricity sales agreements for our projects or the companies in which we invest are unable to make payments to us when due, or at all, our financial condition and results of operations could be materially adversely affected. While we seek to mitigate construction related credit risk by entering into contracts with high quality EPCs with appropriate bonding and insurance capacity, if EPCs to the construction agreements for our projects are unable to fulfill their contractual obligations to us, our financial condition and results of operation could be materially adversely affected.

Pre-Operational Assets

The number of pre-operational renewable energy projects in our IPP business is a significant factor in our future revenue streams. As the Company acquires additional pre-operational assets, we must finalize construction and reach commercial operations before revenue is generated. We believe these assets, once operational, have the potential to generate significant operating revenues and cash flow for our business.

Electricity Prices

Investments in renewable energy and energy efficiency projects and businesses expose us to volatility in the market prices of electricity. Although we generally seek projects that have long-term contracts, ranging from 10 to 25 years, which mitigate the effects of volatility in energy prices on our business, to the extent that our projects have shorter term contracts that have the potential of producing higher risk-adjusted returns, such shorter term contracts may subject us to risk should energy prices change.

Generally, our projects benefit from take-or-pay agreements, with terms structured to take 100% of the power output. We believe the take-or-pay nature of our contracts is a significant factor in managing our exposure to the daily volatility of the electricity market prices. On average, the contracts in our existing operating portfolio have an approximate remaining life of 18 years.

Impact of Government Incentives

The renewable energy and energy efficiency sector attracts significant U.S. federal, state and local government support and incentives to address technical barriers to the deployment of renewable energy and energy efficiency technologies and to promote the use of renewable energy and energy-saving strategies. These U.S. federal, state and local government incentives have historically functioned to increase (1) the revenue generated by, and (2) the equity returns available from, renewable energy projects. Energy efficiency projects are also eligible to receive government incentives at the U.S. federal, state and local levels that can be applied to offset project development costs. Governments in other jurisdictions also provide several types of incentives.

Corporate entities are eligible to receive benefits through tax credits, such as PTCs, ITCs, tax deductions, accelerated depreciation and U.S. federal grants and loan guarantees (from the U.S. Department of Energy, for instance), as described below.

U.S. Federal Incentives:

Corporate Depreciation: Modified Accelerated Cost Recovery System (“MACRS”)

Under MACRS, owners of renewable energy and some energy efficiency projects can recover capital invested through accelerated depreciation, which reduces the payment of corporate tax. Bonus depreciation under Section 168(k) of the Internal Revenue Code was extended and modified by the Tax Cuts and Jobs Act of 2017 (“TCJA”). Businesses can now immediately deduct 100% of the cost of eligible property in the year it is placed in service, through 2022. For property placed in service in 2023, the bonus depreciation percentage will drop to 80%, and then phase down by 20% each year until it expires after 2026. Also, the TCJA eliminated the rule that made bonus depreciation available only for new property. The changes in the TCJA provided more flexibility than the prior bonus depreciation rules in that they permit a taxpayer to depreciate an asset that is not new; however, the asset must be acquired from a third party in an arm’s-length sale.

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Inflation Reduction Act (“IRA”)

On August 16, 2022, U.S. President Joe Biden signed the IRA into law, ratifying the most significant climate legislation in U.S. history. The IRA’s $369 billion federal package is designed to enhance U.S. energy security, reduce greenhouse gas emissions, increase domestic development, employment, and investment in the clean energy sector, and ultimately tackle the climate crisis. This landmark legislation makes decarbonization a national priority of the United States and serves as an acknowledgement of the urgency of the global climate crisis.

According to Princeton University's Rapid Energy Policy Evaluation and Analysis Toolkit Project (“REPEAT”), the IRA would drive nearly $3.5 trillion in cumulative capital investments into the energy industry through the next decade and cut annual emissions in 2030 by an additional ~1 billion metric tons below current policy, which would be 50% below 2005 levels. REPEAT projects an increase to 49 GW of solar deployed per year by 2025, which is approximately five times higher than capacity additions in 2020.

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Results of Operations

Three months ended September 30, 2024 and 2023

The following table presents the Company’s consolidated results of operations for the three months ended September 30, 2024 and 2023:


	Three months ended September 30,
(dollars in thousands)	2024		2023		$ Change		% Change
Revenue
Energy revenue	$	48,396	$	43,721	$	4,675	10.7	%
Investment Management revenue	4,878		2,842		2,036		71.6	%
Other revenue	2,083		2,626		(543)		(20.7)	%
Contract amortization, net	(3,355)		(4,088)		733		17.9	%
Total net revenue	$	52,002	$	45,101	$	6,901	15.3	%

Operating expenses
Direct operating costs	41,077		27,962		13,115		46.9	%
General and administrative	13,347		12,255		1,092		8.9	%
Depreciation, amortization and accretion	20,749		54,685		(33,936)		(62.1)	%
Impairment of long-lived assets, net and project termination costs	26,380		50,662		(24,282)		(47.9)	%
Total operating expenses	101,553		145,564		(44,011)		(30.2)	%

Operating loss	(49,551)		(100,463)		50,912		50.7	%

Interest (expense) income, net	(21,134)		13,369		(34,503)		(258.1)	%
Change in fair value of investments, net	2,822		(1,945)		4,767		245.1	%
Other income, net	630		215		415		193.0	%

Loss before income taxes	(67,233)		(88,824)		21,591		24.3	%
Benefit from income taxes	8,834		11,536		(2,702)		(23.4)	%
Net loss	$	(58,399)	$	(77,288)	$	18,889	24.4	%
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	(12,027)		(16,827)		4,800		28.5	%
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(46,372)	$	(60,461)	$	14,089	23.3	%

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The following table presents the Company’s results of operations for each segment for the three months ended September 30, 2024 and 2023:


	Three months ended September 30,
(dollars in thousands)	2024								2023
	Independent Power Producer		Investment Management		Corporate		Total		Independent Power Producer		Investment Management		Corporate		Total
Revenue
Energy revenue	$	48,396	$	—	$	—	$	48,396	$	43,721	$	—	$	—	$	43,721
Investment Management revenue	—		4,878		—		4,878		—		2,842		—		2,842
Other revenue	2,083		—		—		2,083		2,626		—		—		2,626
Operating revenue	$	50,479	$	4,878	$	—	$	55,357	$	46,347	$	2,842	$	—	$	49,189
Contract amortization, net	(3,355)		—		—		(3,355)		(4,088)		—		—		(4,088)
Total net revenue	$	47,124	$	4,878	$	—	$	52,002	$	42,259	$	2,842	$	—	$	45,101

Operating expenses
Direct operating costs	$	37,568	$	3,509	$	—	$	41,077	$	23,650	$	4,312	$	—	$	27,962
General and administrative	3,360		2,316		7,671		13,347		4,045		1,313		6,897		12,255
Depreciation, amortization and accretion	18,362		—		2,387		20,749		52,298		1		2,386		54,685
Gain on deconsolidation, net	—		—		—		—		—		—		—		—
Impairment of long-lived assets, net and project termination costs	26,380		—		—		26,380		50,662		—		—		50,662
Total operating expenses	$	85,670	$	5,825	$	10,058	$	101,553	$	130,655	$	5,626	$	9,283	$	145,564

Operating loss	$	(38,546)	$	(947)	$	(10,058)	$	(49,551)	$	(88,396)	$	(2,784)	$	(9,283)	$	(100,463)
Operating loss margin(1)	(82)%		(19)%		N/A		(95)%		(209)%		(98)%		N/A		(223)%

Segment adjusted EBITDA	$	9,580	$	(682)	$	(6,838)	$	2,060	$	18,657	$	(2,123)	$	(6,394)	$	10,140
Segment adjusted EBITDA margin(2)	19%		(14)%		N/A		4%		40%		(75)%		N/A		21%

(1)Operating loss margin is calculated by dividing operating loss by total net revenue.

(2)Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Operating revenue.

(3)See later in this Item 2 for a reconciliation of total Segment Adjusted EBITDA to Net loss. See also Part I – Item 1 – Note 19. Segment Reporting in the Notes to the Consolidated Financial Statements (unaudited) for more information regarding our segment determination.

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Independent Power Producer

Energy Revenue

Energy revenue within the IPP segment primarily represents revenues associated with the sale of electricity under our long-term PPAs as well as from REC sales. The Company also generates energy revenue from capacity markets, whereby revenue is generated for our ability to meet peak demand if and when needed. The Company also generates revenues through performing energy optimization services for customers, which includes providing a battery storage system and services.

Intangible assets and liabilities recognized from PPAs and REC contracts related to the sale of energy or RECs in future periods for which the fair value has been determined to be less or more than market are amortized to revenue over the term of each underlying contract on a straight-line basis.

Energy revenue from the IPP segment was $48.4 million for the three months ended September 30, 2024, an increase of $4.7 million, or 10.7%, compared to the same period for 2023. PPA revenue is impacted by the underlying availability of the natural resource (i.e., wind or solar) and the underlying mix of operating assets by technology type.

The increase in Energy revenue is primarily driven by an increase of $4.5 million in Energy revenue generated by the Company’s operating solar fleet to Energy revenue to $28.7 million for the three months ended September 30, 2024, due to additional assets being placed in operation during and subsequent to the quarter ended September 30, 2023. The increase in Energy revenue within the period is also driven by an increase of $2.9 million in Energy revenue generated by the Company’s operating wind fleet to $12.7 million for the three months ended September 30, 2024, primarily due to increased production from the Company’s restarted wind repower projects from 2023 and a large wind asset that was under repair in 2023 and higher than expected wind resources for generation. This was offset by reduction in revenue due to the EVCE bankruptcy. Refer to Electricity Production by Our Fleet below for additional information on operational summary statistics for the Company’s IPP fleet.

Other Revenue - IPP

Other revenue from the IPP segment was $2.1 million for the three months ended September 30, 2024, a decrease of $0.5 million, or 20.7%, compared to the same period for 2023. The decrease in Other revenue within the period is primarily driven by a reduction in interest income from notes receivable held by the Company due to the repayment of notes receivable during and subsequent to the third quarter of 2023.

Contract Amortization, Net - IPP

Contract amortization, net within the IPP segment primarily represents amortization of intangible assets and out-of-market contracts recognized from PPA and REC contracts assumed through acquisitions related to the sale of energy in future periods for which the fair value has been determined to be less or more than market are amortized to revenue over the term of each underlying contract on a straight-line basis.

Contract amortization, net from the IPP segment was $3.4 million for the three months ended September 30, 2024, a decrease of $0.7 million, or 17.9%, compared to the same period for 2023. The decrease in Contract amortization, net is primarily driven by the impairment of certain PPA intangibles associated with a certain renewable energy asset in the third quarter of 2023 as well as an increase in amortization revenue due to certain unfavorable PPA intangibles for projects placed into service subsequent to the third quarter of 2023.

Direct Operating Costs - IPP


	Three months ended September 30,
(dollars in thousands)	2024		2023		$ Change		% Change
Operations and maintenance	$	24,762	$	11,278	$	13,484	119.6	%
Property taxes, insurance and site lease	9,698		6,825		2,873		42.1	%
Salaries and benefits, professional fees and other	3,108		5,547		(2,439)		(44.0)	%
Direct operating costs - IPP	$	37,568	$	23,650	$	13,918	58.8	%

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Direct operating costs within the IPP segment represents the costs to operate our fleet of renewable energy projects, including operations and maintenance, site lease expense, project level insurance and property taxes, and other costs incurred at the project level. Additionally, the Company employs a dedicated team of technical asset managers to monitor the operational performance of the projects within IPP. The salaries, benefits and professional service costs directly related to the operations of IPP that are not capitalized are included within Direct operating costs in the table above and on the Consolidated Statements of Operations. Direct operating costs excludes any depreciation, amortization and accretion expense.

Direct operating costs from the IPP segment were $37.6 million for the three months ended September 30, 2024, an increase of $13.9 million, or 58.8%, compared to the same period for 2023. The increase in Direct operating costs in the quarter ended September 30, 2024 is primarily due to the settlement agreement, the Company entered into with a third party vendor, resulting in a forfeiture of advance deposits of $16.0 million due to the termination of the existing purchase contract in order to acquire the solar panels needed for its development and construction pipeline from a different vendor with significantly better economic proposition due to reduced cash outlays. This was offset by lower operating costs from the deconsolidation of EVCE in April 2024 compared to the same period in 2023. Refer to Part I — Item 1 — Note 3. Acquisitions and Divestitures in the Notes to the Consolidated Financial Statements (unaudited) for more information on the deconsolidation of EVCE.

General and administrative

General and administrative expense from the IPP segment was $3.4 million for the three months ended September 30, 2024, a decrease of $0.7 million, or 16.9%, compared to the same period for 2023. The decrease in General and administrative expense is primarily related to additional expense recognized during the three months ended September 30, 2023 for fees related to a terminated PPA.

Depreciation, amortization and accretion

Depreciation, amortization and accretion expense from the IPP segment was $18.4 million for the three months ended September 30, 2024, a decrease of $33.9 million, or 64.9%, compared to the same period for 2023. The decrease in Depreciation, amortization and accretion expense within the period primarily related to additional accelerated depreciation recorded in the third quarter of 2023. The Company engaged in three wind repower projects in 2023 where the existing assets retrofitted with new and/or refurbished technology, including erecting taller, more efficient wind turbines to increase productivity. Depreciation of fixed assets replaced was accelerated between the mobilization milestone date in the related EPC contract and the date of de-electrification of the project site. The Company accelerated $36.1 million of depreciation on the three wind repower projects during the quarter ended September 30, 2023.

Impairment of long-lived assets, net and project termination costs

Impairment of long-lived assets, net and project termination costs expense from the IPP segment was $26.4 million for the three months ended September 30, 2024, a decrease of $24.3 million, or 47.9%, compared to the same period for 2023. The Company recorded an impairment of $12.7 million during the three months ended September 30, 2024 related to two development-stage projects due to the termination of the PPAs by the offtaker subsequent to September 30, 2024 as a result of events of default for failure to meet existing contractual milestones under the applicable PPA contract as of September 30, 2024. The impairment analysis indicated that the projected future cash flows for the projects no longer supported the recoverability of the carrying value of the related long-lived assets. The total impairment included a $6.3 million loss on plant and equipment, a $2.9 million loss on ROU assets and assets associated with upfront payments that was due to the offtaker and a $3.5 million of Impairment of long-lived assets, net and project termination costs on the Consolidated Statements of Operations related to favorable PPA contracts presented within Intangible assets, net. Additionally, the Company recorded $13.6 million in project termination fees for termination charges due to the notice of termination. In 2023, the Company determined that there was an impairment of an intangible asset contract, as such, recorded a charge of $50.7 million associated with a certain renewable energy asset of which, $7.0 million was associated with the plant and equipment asset for the three months ended September 30, 2023, and the remainder of which was associated with the favorable PPA contract. Refer to Part I — Item 1 — Note 8. Property, Plant and Equipment and Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts, in the Notes to the Consolidated Financial Statements (unaudited) for more information.

Investment Management

Revenue

The IM segment and the related revenue will be driven by GCM’s investment management platform through management fee and incentive, performance-based fee revenues from current and future third-party funds managed by GCM. The IM segment also generates administrative revenue from certain of its managed funds, from services performed by Greenbacker Administration.

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The primary source of IM revenues are management fees and performance participation fees earned. Management fee revenue earned by our IM business are generally based upon the underlying net asset value, cost of investments or committed capital of GROZ, GDEV I, GDEV II and GREC II (“the managed funds”) for which GCM provides investment management services, primarily relating to capital raise and deployment as well as other investor relation functions for third party funds. For certain of our IM customers, the Company is also eligible to receive certain performance-based incentive fees.

An additional revenue source for the IM segment will include, for certain managed funds, administrative services performed by Greenbacker Administration. These services include technical asset management, finance and accounting, legal and other costs incurred by the Company in performing its administrative services. GCM managed funds will be charged their allocable portion of such costs with no margin.

Revenue from the IM segment was $4.9 million for the three months ended September 30, 2024, an increase of $2.0 million or 71.6%, compared to the same period for 2023. The increase in revenue within the period is primarily related to revenue earned from GREC II related to management and administrative fees as a result of the growth of assets under management at GREC II. Refer to Part I — Item 1 — Note 14. Related Parties, in the Notes to the Consolidated Financial Statements (unaudited) for more information.

Direct Operating Costs – IM

Direct operating costs within the IM segment represents the costs for the investment management services for the managed funds. This includes the costs to raise and deploy capital for such funds.

Direct operating costs from the IM segment was $3.5 million for the three months ended September 30, 2024, a decrease of $0.8 million, or 18.6%, compared to the same period for 2023. The decrease in Direct operating costs within the period is primarily related to lower administrative and business development related costs for the IM segment.

General and administrative

General and administrative expense from the IM segment was $2.3 million for the three months ended September 30, 2024, an increase of $1.0 million, or 76.4%, compared to the same period for 2023. The increase in General and administrative expense is primarily related to an increase in salary and compensation related expenses due to increased headcount for various functions providing support to the IM segment as well as additional share-based compensation expense related to GDEV II incentive fees. Refer to Part I — Item 1 — Note 17. Share-based Compensation, in the Notes to the Consolidated Financial Statements (unaudited) for more information on GDEV II incentive fees.

Corporate

Unallocated corporate expenses represent the portion of expenses relating to general corporate functions, including certain finance, legal, information technology, human resources, administrative and executive expenses, and other expenses not directly attributable to a reportable segment. Unallocated corporate expenses also include non-recurring professional services and legal fees.

General and administrative expense for Corporate was $7.7 million for the three months ended September 30, 2024, an increase of $0.8 million, or 11.2%, compared to the same period for 2023. The increase in General and administrative expense is primarily related to an increase in salary and compensation related expenses primarily due to increased headcount for corporate functions as well as professional fees associated with various non-recurring projects. Additionally, the Company recognized additional expense related to new restricted share units and performance restricted share units granted subsequent to the third quarter of 2023. Refer to Part I — Item 1 — Note 17. Share-based Compensation, in the Notes to the Consolidated Financial Statements (unaudited) for more information.

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Non-operating income and expense

Interest (expense) income, net

Interest (expense) income, net was $21.1 million of expense for the three months ended September 30, 2024, compared to $13.4 million of income for the same period for 2023. The change is primarily driven by an increase in interest expense related to sale-leaseback transactions closed subsequent to the three months ended September 30, 2023. Additionally the increase in expense was driven by the unfavorable changes in fair value of the Company’s interest rate swaps due to expected rate cuts in interest rates during the three months ended September 30, 2024. Refer to Part I – Item 1 – Note 10. Debt and Note 11. Derivative Instruments in the Notes to the Consolidated Financial Statements (unaudited) for more information.

Change in fair value of investments, net

Change in fair value of investments, net was a gain of $2.8 million for the three months ended September 30, 2024, compared to a gain of $1.9 million for the same period for 2023. The change is primarily driven by the change in fair value of the Company’s investments, primarily an increase in fair value for the Company’s Aurora Solar investment. Refer to Part I – Item 1 – Note 6. Fair Value Measurements and Investments in the Notes to the Consolidated Financial Statements (unaudited) for more information.

Benefit from income taxes

Benefit from income taxes was a $8.8 million benefit for the three months ended September 30, 2024, compared to a $11.5 million benefit for the same period for 2023. The change is primarily driven by a change in the Company’s estimated effective tax rate to 2.2% for the three months ended September 30, 2024 compared to 9.9% for the three months ended September 30, 2023. The decrease in estimated effective tax rate is primarily due to the change in the estimated tax impact from the Company’s forecasted income attributable to GREC. This forecast changed to a smaller total net loss in 2024 compared to 2023 primarily due to larger non recurring charges recorded in 2023.

Net loss attributable to noncontrolling interests and redeemable noncontrolling interests

Net loss attributable to noncontrolling interests and redeemable noncontrolling interests was $12.0 million for the three months ended September 30, 2024, compared to $16.8 million for the same period for 2023. The change is primarily related to significant projects that were placed into service in 2023, resulting in difference in significant tax benefits being allocated to the Tax Equity Investor offset by a project that was placed into service in the third quarter of 2024, resulting in tax benefits being allocated to the Tax Equity Investors.

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Segment Adjusted EBITDA

The following table reconciles total Segment Adjusted EBITDA to Net loss attributable to Greenbacker Renewable Energy Company LLC:


	Three months ended September 30,
(in thousands)	2024		2023
Segment Adjusted EBITDA:
IPP Adjusted EBITDA	$	9,580	$	18,657
IM Adjusted EBITDA	(682)		(2,123)
Total Segment Adjusted EBITDA	$	8,898	$	16,534

Reconciliation:
Total Segment Adjusted EBITDA	$	8,898	$	16,534
Unallocated corporate expenses	(6,838)		(6,394)
Total Adjusted EBITDA	$	2,060	$	10,140

Less:
Share-based compensation expense	1,275		4,480
Change in fair value of contingent consideration	(4,690)		(5,420)

Non-recurring professional services and legal fees	3,036		729
Non-recurring salaries and personnel related expenses	1,257		1,250
Depreciation, amortization and accretion(1)	24,353		58,902

Impairment of long-lived assets, net and project termination costs	26,380		50,662
Operating loss	$	(49,551)	$	(100,463)

Interest (expense) income, net	(21,134)		13,369
Change in fair value of investments, net	2,822		(1,945)
Other income, net	630		215
Loss before income taxes	$	(67,233)	$	(88,824)

Benefit from income taxes	8,834		11,536
Net loss	$	(58,399)	$	(77,288)

Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	(12,027)		(16,827)
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(46,372)	$	(60,461)

(1)Includes contract amortization, net in the amount of $3.4 million and $4.1 million for the three months ended September 30, 2024 and 2023, respectively, which is included in Contract amortization, net on the Consolidated Statements of Operations.

Refer to Part I – Item 1 – Note 19. Segment Reporting in the Notes to the Consolidated Financial Statements (unaudited) for further discussion on how the Company’s CODM evaluates the financial performance of each segment using Segment Adjusted EBITDA and above for a discussion and analysis of the Company’s results of operations for each segment.

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Nine months ended September 30, 2024 and 2023

The following table presents the Company’s consolidated results of operations for the nine months ended September 30, 2024 and 2023:


	Nine months ended September 30,
(dollars in thousands)	2024		2023		$ Change		% Change
Revenue
Energy revenue	$	143,271	$	126,115	$	17,156	13.6	%
Investment Management revenue	14,386		9,174		5,212		56.8	%
Other revenue	4,778		5,896		(1,118)		(19.0)	%
Contract amortization, net	(9,430)		(13,832)		4,402		31.8	%
Total net revenue	$	153,005	$	127,353	$	25,652	20.1	%

Operating expenses
Direct operating costs	92,130		77,446		14,684		19.0	%
General and administrative	55,558		44,914		10,644		23.7	%
Depreciation, amortization and accretion	61,685		104,831		(43,146)		(41.2)	%
Gain on deconsolidation, net	(5,722)		—		(5,722)		N/A
Impairment of long-lived assets, net and project termination costs	32,710		50,662		(17,952)		(35.4)	%
Total operating expenses	236,361		277,853		(41,492)		(14.9)	%

Operating loss	(83,356)		(150,500)		67,144		44.6	%

Interest (expense) income, net	(35,158)		7,912		(43,070)		(544.4)	%
Change in fair value of investments, net	656		(1,268)		1,924		151.7	%
Other income, net	628		245		383		156.3	%

Loss before income taxes	(117,230)		(143,611)		26,381		18.4	%
Benefit from income taxes	2,579		14,155		(11,576)		(81.8)	%
Net loss	$	(114,651)	$	(129,456)	$	14,805	11.4	%
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	(48,974)		(65,808)		16,834		25.6	%
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(65,677)	$	(63,648)	$	(2,029)	(3.2)	%

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The following table presents a discussion of the Company’s results of operations for each segment for the nine months ended September 30, 2024 and 2023:


	Nine months ended September 30,
(dollars in thousands)	2024								2023
	Independent Power Producer		Investment Management		Corporate		Total		Independent Power Producer		Investment Management		Corporate		Total
Revenue
Energy revenue	$	143,271	$	—	$	—	$	143,271	$	126,115	$	—	$	—	$	126,115
Investment Management revenue	—		14,386		—		14,386		—		9,174		—		9,174
Other revenue	4,778		—		—		4,778		5,895		—		—		5,895
Operating revenue	$	148,049	$	14,386	$	—	$	162,435	$	132,010	$	9,174	$	—	$	141,184
Contract amortization, net	(9,430)		—		—		(9,430)		(13,832)		—		—		(13,832)
Total net revenue	$	138,619	$	14,386	$	—	$	153,005	$	118,178	$	9,174	$	—	$	127,352

Operating expenses
Direct operating costs	$	80,692	$	11,438	$	—	$	92,130	$	65,772	$	11,674	$	—	$	77,446
General and administrative	12,642		6,686		36,230		55,558		10,794		2,683		31,437		44,914
Depreciation, amortization and accretion	54,517		1		7,167		61,685		97,980		1		6,850		104,831
Gain on deconsolidation, net	(5,722)		—		—		(5,722)		—		—		—		—
Impairment of long-lived assets, net and project termination costs	32,710		—		—		32,710		50,662		—		—		50,662
Total operating expenses	$	174,839	$	18,125	$	43,397	$	236,361	$	225,208	$	14,358	$	38,287	$	277,853

Operating loss	$	(36,220)	$	(3,739)	$	(43,397)	$	(83,356)	$	(107,030)	$	(5,184)	$	(38,287)	$	(150,501)
Operating loss margin(1)	(26)%		(26)%		N/A		(54)%		(91)%		(57)%		N/A		(118)%

Segment adjusted EBITDA	$	54,665	$	(982)	$	(20,336)	$	33,347	$	55,460	$	(4,275)	$	(21,905)	$	29,280
Segment adjusted EBITDA margin(2)	37%		(7)%		N/A		21%		42%		(47)%		N/A		21%

(1)Operating loss margin is calculated by dividing operating loss by total net revenue.

(2)Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Operating revenue.

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Independent Power Producer

Energy Revenue

Energy revenue from the IPP segment was $143.3 million for the nine months ended September 30, 2024, an increase of $17.2 million, or 14%, compared to the same period for 2023. PPA revenue is impacted by the underlying availability of the natural resource (i.e., wind or solar) and the underlying mix of operating assets by technology type.

The increase in Energy revenue is primarily driven by an increase of $10.7 million in Energy revenue generated by the Company’s operating solar fleet to $71.7 million for the nine months ended September 30, 2024, due to additional assets being placed in operation during and subsequent to the nine months ended September 30, 2023. The increase in Energy revenue within the period is also driven by an increase in Energy revenue generated by the Company’s operating wind fleet of $7.3 million to $47.4 million for the nine months ended September 30, 2024 primarily due to increased production from the Company’s restarted wind repower projects from 2023. Refer to Electricity Production by Our Fleet below for additional information on operational summary statistics for the Company’s IPP fleet.

Other Revenue - IPP

Other revenue from the IPP segment was $4.8 million for the nine months ended September 30, 2024, a decrease of $1.1 million, or 19%, compared to the same period for 2023. The decrease in Other revenue within the period is primarily related to a reduction in interest income from notes receivable held by the Company.

Contract Amortization, Net - IPP

Contract amortization, net from the IPP segment was $9.4 million for the nine months ended September 30, 2024, a decrease of $4.4 million, or 31.8%, compared to the same period for 2023. The decrease in Contract amortization, net is primarily driven by the full impairment of PPAs associated with EVCE in the third quarter of 2023 as well as an increase in amortization revenue due to certain unfavorable PPA intangibles for projects placed into service subsequent to the third quarter of 2023.

Direct Operating Costs - IPP


	Nine months ended September 30,
(dollars in thousands)	2024		2023		$ Change		% Change
Operations and maintenance	$	47,076	$	31,339	$	15,737	50.2	%
Property taxes, insurance and site lease	24,074		20,431		3,643		17.8	%
Salaries and benefits, professional fees and other	9,542		14,002		(4,460)		(31.9)	%
Direct operating costs - IPP	$	80,692	$	65,772	$	14,920	22.7	%

Direct operating costs from the IPP segment were $80.7 million for the nine months ended September 30, 2024, an increase of $14.9 million, or 23%, compared to the same period for 2023. The increase in Direct operating costs within the period is primarily related to increased operating costs from additional assets being placed in operation during and subsequent to September 30, 2023 and a settlement agreement with a third party vendor resulting in forfeiture of advance deposits $16.0 million due to the termination of the existing purchase contract in order to acquire the solar panels needed for its development and construction pipeline from a different vendor with significantly better economic proposition due to reduced cash outlays. This was partially offset by lower operating costs from the deconsolidation of EVCE in April 2024 compared to the same period in 2023 as well as a gain from insurance proceeds from a damaged power transformer. Refer to Part I — Item 1 — Note 3. Acquisitions and Divestitures and Note 8. Property, Plant and Equipment, in the Notes to the Consolidated Financial Statements (unaudited) for more information on the deconsolidation of EVCE and the gain from insurance proceeds, respectively.

General and administrative

General and administrative expense from the IPP segment was $12.6 million for the nine months ended September 30, 2024, an increase of $1.8 million, or 17%, compared to the same period for 2023. The increase in General and administrative expense is primarily related to increase in salary and compensation related expenses due to increased headcount for various functions providing support to the IPP segment.

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Depreciation, amortization and accretion

Depreciation, amortization and accretion expense from the IPP segment was $54.5 million for the nine months ended September 30, 2024, a decrease of $43.5 million, or 44%, compared to the same period for 2023. The decrease in Depreciation, amortization and accretion expense within the period is primarily related to additional accelerated depreciation in the second and third quarter of 2023. The Company engaged in three wind repower projects in 2023 where the existing assets retrofitted with new and/or refurbished technology, including erecting taller, more efficient wind turbines to increase productivity. Depreciation of fixed assets replaced was accelerated between the mobilization milestone date in the related EPC contract and the date of de-electrification of the project site. The Company accelerated $51.9 million of depreciation on the three wind repower projects during the year ended September 30, 2023. The decrease was partially offset by additional assets being placed in service during and subsequent to the quarter ended September 30, 2023.

Gain on deconsolidation, net

Gain on deconsolidation, net from the IPP segment was $5.7 million for the nine months ended September 30, 2024. EVCE filed for a voluntary petition under Chapter 7 of the United States Bankruptcy Code with the U.S. Bankruptcy Court of Colorado. As a result of the Bankruptcy Filing, the Company was, no longer deemed to have a controlling interest in EVCE under applicable accounting standards. As a result, EVCE was deconsolidated from the Company’s Consolidated Financial Statements as of April 17, 2024. Refer to Part I — Item 1 — Note 3. Acquisitions and Divestitures, in the Notes to the Consolidated Financial Statements (unaudited) for more information.

Impairment of long-lived assets, net and project termination costs

Impairment of long-lived assets, net and project termination costs from the IPP segment was $32.7 million for the nine months ended September 30, 2024, a decrease of $18.0 million, or 35%, compared to the same period for 2023. The Company recognized an impairment of long-lived assets due to a change in state legislature that impacted the earnings potential on six projects for the nine months ended September 30, 2024. Additionally, the Company recorded an impairment of $12.7 million during the three months ended September 30, 2024 related to two development-stage projects due to the notice of termination of the PPAs by the offtaker subsequent to September 30, 2024 as a result of events of default for failure to meet existing contractual milestones under the applicable PPA contract as of September 30, 2024. The impairment analysis indicated that the projected future cash flows for the projects no longer supported the recoverability of the carrying value of the related long-lived assets. The total impairment included a $6.3 million loss on plant and equipment, a $2.9 million loss on ROU assets and assets associated with upfront payments that was due to the offtaker and a $3.5 million of Impairment of long-lived assets, net and project termination costs on the Consolidated Statements of Operations related to favorable PPA contracts presented within Intangible assets, net. Additionally, the Company recorded $13.6 million in project termination fees for termination charges due to the notice of termination. In 2023, the Company determined that there was an impairment of an intangible asset contract, as such, recorded a charge of $50.7 million associated with a certain renewable energy asset of which, $7.0 million was associated with the plant and equipment asset for the nine months ended September 30, 2023, and the remainder of which was associated with the favorable PPA contract. Refer to Part I — Item 1 — Note 8. Property, Plant and Equipment and Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts, in the Notes to the Consolidated Financial Statements (unaudited) for more information.

Investment Management

Revenue

Revenue from the IM segment was $14.4 million for the nine months ended September 30, 2024, an increase of $5.2 million or 57%, compared to the same period for 2023. The increase in revenue within the period is primarily related to revenue earned from GREC II related to management and administrative fees as a result of the growth of assets under management at GREC II. Refer to Part I — Item 1 — Note 14. Related Parties, in the Notes to the Consolidated Financial Statements (unaudited) for more information.

Direct operating costs – IM

Direct operating costs from the IM segment was $11.4 million for the nine months ended September 30, 2024, a decrease of $0.2 million, or 2%, compared to the same period for 2023. The decrease in Direct operating costs within the period is primarily related to lower allocated administrative and distribution related costs.

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General and administrative

General and administrative expense from the IM segment was $6.7 million for the nine months ended September 30, 2024, an increase of $4.0 million, or 149%, compared to the same period for 2023. The increase in General and administrative expense is primarily related to an increase in salary and compensation related expenses due to increased headcount for various functions providing support to the IM segment as well as additional share-based compensation expense related to GDEV II incentive fees. Refer to Part I — Item 1 — Note 17. Share-based Compensation, in the Notes to the Consolidated Financial Statements (unaudited) for more information on GDEV II incentive fees.

Corporate

General and administrative expense for Corporate was $36.2 million for the nine months ended September 30, 2024, an increase of $4.8 million, or 15%, compared to the same period for 2023. The increase in General and administrative expense is primarily related to an increase in salary and compensation related expenses primarily due to increased headcount for corporate functions as well as professional fees associated with various non-recurring projects. Additionally, the Company recognized additional expense related to new restricted share units and performance restricted share units granted subsequent to the third quarter of 2023. Refer to Part I — Item 1 — Note 17. Share-based Compensation, in the Notes to the Consolidated Financial Statements (unaudited) for more information.

Non-operating income and expense

Interest (expense) income, net

Interest (expense) income, net was $35.2 million of expense for the nine months ended September 30, 2024, compared to $7.9 million of income for the same period for 2023. The change is primarily driven by interest expense related to our sale-leaseback transactions entered into subsequent to the nine months ended September 30, 2023,offset by an increase in the favorable changes in fair value of our interest rate swaps. Refer to Part I – Item 1 – Note 10. Debt and Note 11. Derivative Instruments, in the Notes to the Consolidated Financial Statements (unaudited) for more information.

Change in fair value of investments, net

Change in fair value of investments, net was a gain of $0.7 million for the nine months ended September 30, 2024, compared to a loss of $1.3 million in the same period for 2023. The change is primarily driven by the change in fair value of the Company’s investments, primarily an increase in fair value for the Company’s OYA and GDEV II investments, partially offset by a decrease in fair value for the Company’s Aurora Solar investment. Refer to Part I – Item 1 – Note 6. Fair Value Measurements and Investments in the Notes to the Consolidated Financial Statements (unaudited) for more information.

Benefit from income taxes

Benefit from income taxes was a benefit of $2.6 million for the nine months ended September 30, 2024, compared to $14.2 million for the same period for 2023. The change is primarily driven by a decrease in the Company’s estimated effective tax rate to 2.2% for the nine months ended September 30, 2024 from 9.9% in the same period in 2023. The decrease in estimated effective tax rate is primarily due to the change in the estimated tax impact from the Company’s forecasted income attributable to GREC. This forecast changed to a smaller total net loss in 2024 compared to 2023 due to larger non recurring charges recorded in 2023.

Net loss attributable to noncontrolling interests and redeemable noncontrolling interests

Net loss attributable to noncontrolling interests and redeemable noncontrolling interests was $49.0 million for the nine months ended September 30, 2024 compared to $65.8 million for the same period for 2023. The decrease is primarily related to the difference in tax benefits allocated to the tax equity investors in 2023 related to certain tax equity partnerships offset by tax benefits allocated to tax equity investors in 2024 related to certain tax equity partnerships.

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Segment Adjusted EBITDA

The following table reconciles total Segment Adjusted EBITDA to Net loss attributable to Greenbacker Renewable Energy Company LLC:


	Nine months ended September 30,
(in thousands)	2024		2023
Segment Adjusted EBITDA:
IPP Adjusted EBITDA	$	54,665	$	55,460
IM Adjusted EBITDA	(982)		(4,275)
Total Segment Adjusted EBITDA	$	53,683	$	51,185

Reconciliation:
Total Segment Adjusted EBITDA	$	53,683	$	51,185
Unallocated corporate expenses	(20,336)		(21,905)
Total Adjusted EBITDA	$	33,347	$	29,280

Less:
Share-based compensation expense	12,980		9,992
Change in fair value of contingent consideration	(3,764)		(4,103)

Non-recurring professional services and legal fees	7,094		2,921
Non-recurring salaries and personnel related expenses	1,659		1,250
Depreciation, amortization and accretion(1)	71,746		119,058
Gain on deconsolidation, net	(5,722)		—
Impairment of long-lived assets, net and project termination costs	32,710		50,662
Operating loss	$	(83,356)	$	(150,500)

Interest (expense) income, net	(35,158)		7,912
Change in fair value of investments, net	656		(1,268)
Other income, net	628		245
Loss before income taxes	$	(117,230)	$	(143,611)

Benefit from income taxes	2,579		14,155
Net loss	$	(114,651)	$	(129,456)

Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	(48,974)		(65,808)
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(65,677)	$	(63,648)

(1)Includes contract amortization, net in the amount of $9.4 million and $13.8 million for the nine months ended September 30, 2024 and 2023, respectively, which is included in Contract amortization, net on the Consolidated Statements of Operations.

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Non-GAAP Financial Measures

This Quarterly Report includes certain non-GAAP financial measures that are not prepared in accordance with U.S. GAAP and that may be different from non-GAAP financial measures used by other companies. The Company believes EBITDA, Adjusted EBITDA and Funds from Operations (“FFO”) are useful to investors in evaluating the Company’s financial performance. Each of these measures should not be considered in isolation from or as superior to or as a substitute for other financial measures determined in accordance with U.S. GAAP, such as net income (loss) or operating income (loss). The Company uses these measures internally to establish forecasts, budgets and operational goals to manage and monitor its business, as well as evaluate its underlying historical performance and to measure incentive compensation, as we believe that these non-GAAP financial measures depict the true performance of the business by encompassing only relevant and controllable events, enabling the Company to evaluate and plan more effectively for the future. In addition, the Company’s debt agreements contain covenants that use a variation of these measures for purposes of determining debt covenant compliance. The Company believes that investors should have access to the same set of tools that its management uses in analyzing operating results. EBITDA, Adjusted EBITDA and FFO should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA, Adjusted EBITDA and FFO are significant components in understanding and assessing the Company’s financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity and may be different from similarly titled non-GAAP measures used by other companies. The presentations of EBITDA, Adjusted EBITDA and FFO should not be construed as an inference that the future results the Company will be unaffected by unusual or nonrecurring items.

The Company further utilizes non-GAAP financial measures to determine the NAV and MSV of our shares.

Adjusted EBITDA and FFO

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that the Company uses as a performance measure as well as for internal planning purposes. We believe that Adjusted EBITDA is useful to management and investors in providing a measure of core financial performance adjusted to allow for comparisons of results of operations across reporting periods on a consistent basis as it includes adjustments relating to items that are not indicative on the ongoing operating performance of the business.

The Company defines Adjusted EBITDA as net income (loss) before: (i) interest expense; (ii) income taxes; (iii) depreciation expense; (iv) amortization expense (including contract amortization); (v) accretion; (vi) impairment of long-lived assets; (vii) amounts attributable to our redeemable and non-redeemable noncontrolling interests; (viii) unrealized gains and losses on financial instruments; (ix) other income (loss); and (x) foreign currency gain (loss). Additionally, the Company further adjusts for the following items described below:

•Share-based compensation is excluded from Adjusted EBITDA as it is different from other forms of compensation as it is a non-cash expense and is highly variable. For example, a cash salary generally has a fixed and unvarying cash cost. In contrast, the expense associated with an equity-based award is generally unrelated to the amount of cash ultimately received by the employee, and the cost to the Company is based on a share-based compensation valuation methodology and underlying assumptions that may vary over time;

•The change in fair value of contingent consideration, which is related to the Acquisition, is excluded from Adjusted EBITDA, if any such change occurs during the period. The non-cash, mark-to-market adjustments are based on the expected achievement of revenue targets that are difficult to forecast and can be variable, making comparisons across historical and future quarters difficult to evaluate; and

•Other costs that are not consistently occurring, not reflective of expected future operating expense and provide no insight into the fundamentals of current or past operations of our business are excluded from Adjusted EBITDA. This includes costs such as professional services and legal fees, and other non-recurring costs unrelated to the ongoing operations of the Company.

Adjusted EBITDA is a performance measure used by management that is not calculated in accordance with U.S. GAAP. Adjusted EBITDA should not be considered in isolation from or as superior to or as a substitute for net income (loss), operating income (loss) or any other measure of financial performance calculated in accordance with U.S. GAAP. Additionally, our calculations of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

FFO

FFO is a non-GAAP financial measure that the Company uses as a performance measure to analyze net earnings from operations without the effects of certain non-recurring items that are not indicative of the ongoing operating performance of the business.

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FFO is calculated using Adjusted EBITDA less the impact of interest expense (excluding the non-cash component) and distributions to Tax Equity Investors under the financing facilities associated with our IPP segment. The Company excludes these distributions as the underlying source of distribution (collection of a loan) is not recorded within Adjusted EBITDA and is therefore not a component of our earnings from operations.

The Company believes that the analysis and presentation of FFO will enhance our investor’s understanding of the ongoing performance of our operating business. The Company considers FFO, in addition to other GAAP and non-GAAP measures, in assessing operating performance and as a proxy for growth in distribution coverage over the long-term.

Adjusted EBITDA and FFO should not be considered in isolation from or as a superior to or as a substitute for net income (loss), operating income (loss) or any other measure of financial performance calculated in accordance with U.S. GAAP.

The following table reconciles Net loss attributable to Greenbacker Renewable Energy Company LLC to Adjusted EBITDA and FFO:


	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2024		2023		2024		2023
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(46,372)	$	(60,461)	$	(65,677)	$	(63,648)
Add back or deduct the following:
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	(12,027)		(16,827)		(48,974)		(65,808)
Provision for (benefit from) income taxes	(8,834)		(11,536)		(2,579)		(14,155)
Interest expense (income), net	21,134		(13,369)		35,158		(7,912)
Change in fair value of investments, net	(2,822)		1,945		(656)		1,268
Other expense (income), net	(630)		(215)		(628)		(245)
Depreciation, amortization and accretion(1)	24,353		58,902		71,746		119,058
EBITDA	$	(25,198)	$	(41,561)	$	(11,610)	$	(31,442)
Share-based compensation expense	1,275		4,480		12,980		9,992
Change in fair value of contingent consideration	(4,690)		(5,420)		(3,764)		(4,103)
Gain on deconsolidation, net	—		—		(5,722)		—
Impairment of long-lived assets, net and project termination costs	26,380		50,662		32,710		50,662
Non-recurring professional services and legal fees	3,036		729		7,094		2,921
Non-recurring salaries and personnel related expenses	1,257		1,250		1,659		1,250
Adjusted EBITDA	$	2,060	$	10,140	$	33,347	$	29,280
Cash portion of interest expense	(7,614)		(7,700)		(22,389)		(19,604)
Distributions to tax equity investors	(5,617)		(4,812)		(14,521)		(13,299)
FFO	$	(11,171)	$	(2,372)	$	(3,563)	$	(3,623)

Net Asset Value and Monthly Share Value

Net Asset Value

The Company calculates both NAV and MSV in accordance with valuation guidelines as approved by our Board of Directors. The Company accepts repurchases under the SRP in connection with the death, disability or determination of incompetence of a shareholder. In connection with suspending shareholder distributions, the Company suspended the DRP. Both the DRP and the SRP are based upon the current MSV per class in effect.

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The calculation of our NAV is intended to be a calculation of the fair value of our assets less our outstanding liabilities as described below and will differ from the book value of our equity reflected in our Consolidated Financial Statements as prepared under the Non-Investment Basis. Under the Non-Investment Basis, we are required to issue Consolidated Financial Statements based on historical cost in accordance with U.S. GAAP. To calculate our NAV for the purpose of establishing a purchase and repurchase price for our shares, we have adopted a model, as explained below, that adjusts the value of our assets and liabilities from historical cost to fair value generally in accordance with the U.S. GAAP principles set forth in ASC Topic 820, Fair Value Measurements (“ASC 820”).

To calculate our NAV, the Company has established procedures to estimate fair value of its investments generally in accordance with ASC 820 that the Company’s Board of Directors has reviewed and approved. To the extent that such market data is available, the Company uses observable market data to estimate the fair value of investments. In the absence of quoted market prices in active markets or quoted market prices for similar assets in markets that are not active, the Company uses the valuation methodologies described below with unobservable data based on the best available information in the circumstances. These methodologies incorporate the Company’s assumptions about the factors that a market participant would use to value the asset.

For investments for which quoted market prices are not available, which comprise most of our investment portfolio, fair value is estimated by using the cost, income or market approach. The income approach assumes that value is created by the expectation of future benefits, discounted by a risk premium, to calculate a current cash value. This estimate is the fair value (the amount an investor would be willing to pay to receive those future benefits). The market approach compares either recent comparable transactions to the investment or an offer to purchase an investment based upon a qualified bid (a signed term sheet and/or a signed purchase agreement). Adjustments to proposed prices are made to account for the probability of the deal closing, changes between proposed and executed terms, and any dissimilarity between the comparable transactions and their underlying investments. If multiple bids are qualified in the same valuation period, a blended market approach will be calculated.

The Company considers all assets that are fully construction-ready with no impediments to begin construction and where the costs to complete such projects are well understood for the income approach. The fair value of such eligible projects is determined based upon a discounted cash flow methodology. If the portfolio has any significant portion of value that remains subject to negotiation or contract or if other significant risks to complete the project exist, the investment may be held at cost as an approximation of fair value. These valuation methodologies involve a significant degree of judgment by management.

In determining the appropriate fair value of an investment using these approaches, the most significant information and assumptions include, as applicable: available current market data, including relevant and applicable comparable market transactions, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the investment’s ability to make payments, its earnings and discounted cash flows, the markets in which the project does business, comparisons of financial ratios of peer companies that are public, comparable mergers and acquisitions, the principal market and enterprise values and environmental factors, among other factors.

The Board of Directors has approved the selection of an independent valuation firm to review the Company’s valuation methodology and to work with management to provide additional inputs for consideration by the Company’s Board of Directors with respect to the fair value of investments. Currently, one quarter (25%) of the Company’s investments will be reviewed by an independent valuation firm each quarter on a rotating quarterly basis. Accordingly, each such investment is evaluated by an independent valuation firm at least once each twelve-month calendar period.

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The determination of the fair value of the Company’s investments requires judgment, especially with respect to investments for which market quotations are not available. For most of the Company’s investments, market quotations are not available. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material. Because the calculation of Company’s NAV is based, in part, on the fair value of Company’s investments as determined by management, our calculation of NAV is to a degree subjective and could be adversely affected if the determinations regarding the fair value of the Company’s investments were materially higher than the values that the Company ultimately realize upon the disposal of such investments. The following table reconciles total equity per our Consolidated Balance Sheets as of September 30, 2024 to our NAV:


(in thousands, except per share data)	September 30, 2024
Total equity	$	1,642,354
Add back or deduct the following:
Noncontrolling interests	(225,781)
Redeemable noncontrolling interests	(1,828)
Accumulated unrealized appreciation in fair value of investments	142,212
Net asset value (members’ equity)	$	1,556,957

Shares outstanding	199,420
NAV per share	$	7.81

The aggregate NAV of the Company’s common shares as of September 30, 2024 was $1.6 billion, or $7.81 per share, and was determined in accordance with the valuation guidelines as approved by the Company’s Board of Directors. Prior to the change in status, the Company recorded its renewable energy projects at fair value and recorded the changes in fair value as an unrealized gain or loss. Upon the change in status, this fair value accounting is no longer applicable, and the Company presents on a consolidated basis the underlying assets and liabilities of its subsidiaries in accordance with the applicable U.S. GAAP.

The following details the adjustments to reconcile total equity as determined under U.S. GAAP to NAV:

Noncontrolling Interests

•The Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and those of its subsidiaries in which it has a controlling financial and/or voting interest. Refer to Part I – Item 1 – Note 15. Noncontrolling Interests and Redeemable Noncontrolling Interests in the Notes to the Consolidated Financial Statements (unaudited) for further discussion; and

•The Company excludes NCI for purposes of determining NAV as to remove the portion of net assets that are not attributable, directly or indirectly, to the Company. This includes the allocation of net income (loss) attributable to noncontrolling interests.

Accumulated Unrealized Appreciation (Depreciation) in Fair Value of Investments

•Our renewable energy assets are presented at historical cost and all debt facilities are recorded at their carrying value in the Consolidated Financial Statements prepared under U.S. GAAP. As such, any increases or decreases in the fair market value of our renewable energy assets or our debt are not recorded in U.S. GAAP equity. For purposes of determining NAV, our renewable energy projects and project-level debt are recorded at fair value. As a result, we include the accumulated unrealized appreciation (depreciation) in fair value of our renewable energy projects and project-level debt in NAV. The inception-to-date accumulated unrealized appreciation (depreciation) in fair value of our renewable energy projects as determined under the Investment Basis was included in U.S. GAAP equity as of May 19, 2022 (refer to the Company’s 2023 Form 10-K for further discussion of change in presentation due to change in status). As such, the adjustments reflect the change in unrealized appreciation (depreciation) in fair value of our renewable energy projects and project-level debt from May 19, 2022 and prospectively; and

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•The fair value of the Company’s derivative instruments, which represent interest rate swap contracts, and the related unrealized gain (loss) are already recorded within U.S. GAAP equity. As such, the unrealized gain (loss) associated with the fair value of the Company’s renewable energy projects does not include the impact of our hedging activities associated with interest rate volatility on project-level debt. The following table provides for a breakdown of the major components of our NAV as of September 30, 2024:


(in thousands)
Components of NAV	September 30, 2024
Investment in renewable energy projects and secured loans, at fair value	$	2,320,242
Cash and cash equivalents and Restricted cash	172,626
Derivative assets	81,686
Other current assets	51,418
Other noncurrent assets	336,237
Derivative liabilities	(6,416)
Other current liabilities	(53,596)
Long-term debt, including current portion	(1,084,379)
Other noncurrent liabilities	(260,861)
Net Asset Value	$	1,556,957
Shares outstanding	199,420

The following table provides a breakdown of our total NAV and NAV per share by class as of September 30, 2024:


(in thousands, except per share data)
	Class
	A		C		I		P-A		P-I		P-D		P-S		P-T		EO		Total
NAV	$	118,297	$	19,980	$	49,064	$	6,657	$	983,351	$	1,531	$	344,528	$	1,956	$	31,593	$	1,556,957
Shares outstanding	15,884		2,721		6,582		860		124,365		193		44,568		252		3,995		199,420
NAV per share as of September 30, 2024	$	7.448	$	7.344	$	7.454	$	7.747	$	7.907	$	7.918	$	7.730	$	7.797	$	7.907

Monthly Share Value

In addition to the description above to determine our non-GAAP NAV, we have adopted a model, as explained below, that adjusts NAV to MSV. The Company offers shares pursuant to the DRP and accepts repurchases under the SRP in connection with the death, disability or determination of incompetence of a shareholder. Both the DRP and the SRP are based upon the current MSV per class in effect.

We calculate our MSV per share in accordance with the valuation guidelines that have been approved by our Board of Directors. As a general rule we will continue to monitor the valuation of the Company’s entire investment portfolio and make adjustments to the NAV and MSV as necessary as soon as is practical thereafter to reflect any changes in market conditions that materially impact the value of our shares. On the last business day of every month, the Company will consider the appropriateness of the MSV. As part of that consideration, it will consider the current market values of our liquid and illiquid investment portfolios.

MSV is the basis for: (1) determining the price offered for each class of our shares pursuant to the DRP and the price per share that is paid to shareholder participants in our SRP; and (2) the value of an investment in our shares, as shown on each shareholder’s periodic customer account statement. While we believe our MSV calculation methodologies are consistent with standard industry practices, there is no rule or regulation that requires we calculate MSV in a certain way. MSV should not be considered equivalent to stockholders’ equity or any other U.S. GAAP measure.

The Company’s quarterly process to determine MSV per share class is performed in accordance with procedures approved by the Company’s Board of Directors. The MSV per share class as of September 30, 2024 was approved by the Company’s Board of Directors.

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Our MSV per share does not represent the amount of our assets less our liabilities in accordance with U.S. GAAP. We do not represent, warrant or guarantee that:

•A shareholder would be able to realize the MSV per share for the class of shares a shareholder owns if the shareholder attempts to sell its shares;

•A shareholder would ultimately realize distributions per share equal to the MSV per share for the class of shares it owns upon liquidation of our assets and settlement of our liabilities or upon a sale of our Company;

•Shares of our limited liability company interests would trade at their MSV per share on a national securities exchange;

•A third-party would offer the MSV per share for each class of shares in an arm’s-length transaction to purchase all or substantially all of our shares; or

•The MSV per share would equate to a market price of an open-ended renewable energy fund.

The following details the adjustments to reconcile members’ equity as determined under U.S. GAAP to our MSV:

•The accrued shareholder servicing fee represents the accrual for the full cost of the shareholder servicing fee for Class P-S, Class P-T and Class C shares. Under U.S. GAAP and NAV, we accrued the full cost of the shareholder servicing fee payable over the life of each share (assuming such share remains outstanding the length of time required to pay the maximum shareholder servicing fee) as an offering cost at the time we sold the Class P-S, Class P-T and Class C shares. For purposes of our MSV, we recognize the shareholder servicing fee as a reduction of MSV on a monthly basis as such fee is paid; and

•Under GAAP and NAV, organization costs are expensed as incurred and offering costs are charged to equity as such amounts are incurred. For MSV, such costs will be recognized as a reduction to MSV as they are charged to equity ratably over 60 months.

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Current and Historical Monthly Share Values

The MSV for each class of the Company's shares, and the dates they were effective, are as follows:


Period		Class
From	To	A		C		I		P-A		P-I		P-S		P-T		P-D		EO











3-Jan-22	31-Jan-22	$	8.339	$	8.128	$	8.339	$	8.630	$	8.803	$	8.852	$	8.894	$	8.859	$	—
1-Feb-22	28-Feb-22	$	8.323	$	8.129	$	8.321	$	8.619	$	8.798	$	8.858	$	8.878	$	8.842	$	—
1-Mar-22	31-Mar-22	$	8.323	$	8.129	$	8.321	$	8.619	$	8.798	$	8.858	$	8.878	$	8.842	$	—
1-Apr-22	1-May-22	$	8.323	$	8.129	$	8.321	$	8.619	$	8.798	$	8.858	$	8.878	$	8.842	$	—
2-May-22	31-May-22	$	8.323	$	8.129	$	8.321	$	8.619	$	8.798	$	8.858	$	8.878	$	8.842	$	—
1-Jun-22	30-Jun-22	$	8.323	$	8.129	$	8.321	$	8.619	$	8.798	$	8.858	$	8.878	$	8.842	$	—
1-Jul-22	31-Jul-22	$	8.323	$	8.129	$	8.321	$	8.619	$	8.798	$	8.858	$	8.878	$	8.842	$	—
1-Aug-22	30-Aug-22	$	8.323	$	8.129	$	8.321	$	8.619	$	8.798	$	8.858	$	8.878	$	8.842	$	—
31-Aug-22	2-Oct-22	$	8.493	$	8.340	$	8.500	$	8.817	$	8.987	$	9.049	$	9.059	$	9.003	$	—
3-Oct-22	31-Oct-22	$	8.493	$	8.340	$	8.500	$	8.817	$	8.987	$	9.049	$	9.059	$	9.003	$	—
1-Nov-22	30-Nov-22	$	8.301	$	8.159	$	8.300	$	8.612	$	8.801	$	8.853	$	8.863	$	8.817	$	—
1-Dec-22	1-Jan-23	$	8.301	$	8.159	$	8.300	$	8.612	$	8.801	$	8.853	$	8.863	$	8.817	$	—
2-Jan-23	31-Jan-23	$	8.301	$	8.159	$	8.300	$	8.612	$	8.801	$	8.853	$	8.863	$	8.817	$	—
1-Feb-23	28-Feb-23	$	8.308	$	8.185	$	8.310	$	8.626	$	8.810	$	8.872	$	8.864	$	8.828	$	—
1-Mar-23	2-Apr-23	$	8.308	$	8.185	$	8.310	$	8.626	$	8.810	$	8.872	$	8.864	$	8.828	$	—
3-Apr-23	30-Apr-23	$	8.308	$	8.185	$	8.310	$	8.626	$	8.810	$	8.872	$	8.864	$	8.828	$	—
1-May-23	31-May-23	$	8.328	$	8.211	$	8.331	$	8.651	$	8.834	$	8.887	$	8.882	$	8.851	$	—
1-Jun-23	2-Jul-23	$	8.328	$	8.211	$	8.331	$	8.651	$	8.834	$	8.887	$	8.882	$	8.851	$	—
3-Jul-23	31-Jul-23	$	8.328	$	8.211	$	8.331	$	8.651	$	8.834	$	8.887	$	8.882	$	8.851	$	8.835
1-Aug-23	31-Aug-23	$	8.260	$	8.154	$	8.264	$	8.582	$	8.761	$	8.808	$	8.805	$	8.776	$	8.835
1-Sept-23	1-Oct-23	$	8.260	$	8.154	$	8.264	$	8.582	$	8.761	$	8.808	$	8.805	$	8.776	$	8.835
2-Oct-23	30-Oct-23	$	8.260	$	8.154	$	8.264	$	8.582	$	8.761	$	8.808	$	8.805	$	8.776	$	8.835
31-Oct-23	30-Nov-23	$	7.753	$	7.658	$	7.759	$	8.075	$	8.247	$	8.289	$	8.287	$	8.261	$	8.247
1-Dec-23	1-Jan-24	$	7.753	$	7.658	$	7.759	$	8.075	$	8.247	$	8.289	$	8.287	$	8.261	$	8.247
2-Jan-24	31-Jan-24	$	7.753	$	7.658	$	7.759	$	8.075	$	8.247	$	8.289	$	8.287	$	8.261	$	8.247
1-Feb-24	29-Feb-24	$	7.788	$	7.714	$	7.792	$	8.105	$	8.274	$	8.341	$	8.350	$	8.286	$	8.274
1-Mar-24	31-Mar-24	$	7.788	$	7.714	$	7.792	$	8.105	$	8.274	$	8.341	$	8.350	$	8.286	$	8.274
1-Apr-24	30-Apr-24	$	7.788	$	7.714	$	7.792	$	8.105	$	8.274	$	8.341	$	8.350	$	8.286	$	8.274
1-May-24	31-May-24	$	7.725	$	7.665	$	7.731	$	8.042	$	8.207	$	8.262	$	8.276	$	8.216	$	8.207
3-Jun-24	30-Jun-24	$	7.725	$	7.665	$	7.731	$	8.042	$	8.207	$	8.262	$	8.276	$	8.216	$	8.207
1-Jul-24	31-Jul-24	$	7.725	$	7.665	$	7.731	$	8.042	$	8.207	$	8.262	$	8.276	$	8.216	$	8.207
1-Aug-24	2-Sep-24	$	7.491	$	7.435	$	7.498	$	7.807	$	7.972	$	8.015	$	8.034	$	7.979	$	7.972
3-Sept-24	30-Sept-24	$	7.491	$	7.435	$	7.498	$	7.807	$	7.972	$	8.015	$	8.034	$	7.979	$	7.972
1-Oct-24	31-Oct-24	$	7.491	$	7.435	$	7.498	$	7.807	$	7.972	$	8.015	$	8.034	$	7.979	$	7.972
1-Nov-24	29-Nov-24	$	7.448	$	7.387	$	7.454	$	7.761	$	7.907	$	7.947	$	7.966	$	7.933	$	7.907

Electricity Production by Our Fleet

Our strategy of purchasing distributed generation and opportunistic utility scale projects enables us to continue building a highly diversified portfolio. While buying and operating middle-market projects poses certain challenges compared with buying large single projects, we see significant benefits associated with these middle-market projects in terms of investment return potential due to less competition with large capital providers, opportunity to buy pipelines of deals from developers, and the overall scalability of the asset class, where solar and wind projects can be purchased to match capital inflows.

The power-production capacity of the Company’s operating fleet of renewable energy projects increased by 0.1 GW on a year-over-year basis as the Company acquired new operating projects and its under-construction projects entered commercial operation.

As illustrated below, this capacity growth enabled the Company’s fleet of clean energy projects to produce over 0.8 million megawatt hours (“MWh”) of total power during the three months ended September 30, 2024, marking a year-over-year increase of 18%. The increased production is driven by the solar energy segment, which included 0.6 million MWh of solar energy production, representing year-over-year growth of 15%.

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The Company’s operating solar fleet includes 336 operating assets comprising 1,208 MW of capacity as of September 30, 2024, an increase of 22 operating assets and 111 megawatts (“MW”) capacity compared to the prior year period. Total production was 0.6 million MWh for the three months ended September 30, 2024, an increase of 0.1 million MWh compared to the prior year period. The increase is primarily due to additional assets being placed in operation during and subsequent to the quarter ended September 30, 2023.

The Company’s operating wind fleet includes 16 operating assets comprising 393 MW of capacity as of September 30, 2024, an increase of seven MW capacity compared to the prior year period. In addition, total production was 0.2 million MWh for the three months ended September 30, 2024, an increase of 0.1 million MWh compared to the prior year period. The increase is primarily due to increased production from the Company’s restarted wind repower projects from 2023, a large wind asset that was under repair in 2023 and higher than expected wind resources for generation.

Partially offsetting the overall increase of production, the Company’s biomass production decreased 17.3 thousand MWh for the three months ended September 30, 2024 due to the deconsolidation of EVCE in April 2024. Refer to Part I — Item 1 — Note 3. Acquisitions and Divestitures in the Notes to the Consolidated Financial Statements (unaudited) for more information.

The table below provides summary statistics on the IPP fleet for the nine months ended September 30, 2024 and 2023.


Portfolio Metrics	September 30, 2024	September 30, 2023	Change	Change as %
Power-production capacity of operating fleet at end of period	1.6 GW	1.5 GW	0.1 GW	7	%
Power-generating capacity of pre-operational fleet at end of period	1.6 GW	1.8 GW	(0.2) GW	(12)	%
Total power-generating capacity of fleet at end of period	3.2 GW	3.3 GW	(0.1) GW	(4)	%
Total energy produced (MWh)	796,919	674,631	122,288	18	%
YTD total energy produced at end of period (MWh)	2,356,666	2,016,523	340,143	17	%
Total number of fleet assets at end of period	425	445	(20)	(4)	%

The following table presents the Company’s operating fleet by the capacity for the periods indicated:


	Three months ended September 30,				Nine months ended September 30,
MWh by Technology	2024	2023	% Change		2024	2023	% Change
Solar	555,386	483,643	15	%	1,440,140	1,222,689	18	%
Wind	241,533	173,682	39	%	903,588	748,291	21	%
Biomass	—	17,306	(100)	%	12,938	45,543	(72)	%
Total	796,919	674,631	18	%	2,356,666	2,016,523	17	%

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Liquidity and Capital Resources

Overview

Liquidity is a measure of our ability to meet our cash requirements, including ongoing commitments to repay borrowings, fund and maintain our current renewable project assets, acquire, construct and develop our future renewable energy projects, make investments in renewable energy businesses, repurchase our common shares pursuant to the SRP, and other general business needs.

The Company’s short-term liquidity requirements consist primarily of funds necessary to pay for our operating expenses, including our general and administrative expenses as well as interest payments on our outstanding debt, to make distributions to our shareholders (to the extent authorized and declared by the Board of Directors) and to repurchase our common shares pursuant to our SRP in connection with the death, disability or determination of incompetence of a shareholder. We also have a significant pipeline of currently contracted and potential future development, construction and acquisition projects, all of which will require short-term funding. We expect to meet our short-term liquidity requirements primarily from operating cash flow, cash on hand, and borrowings under our existing financing sources and future debt and equity financing.

The Company’s long-term liquidity needs consist primarily of funds necessary to repay debt and other financing obligations, and to acquire, construct and develop renewable energy and energy efficiency projects. We expect to meet our long-term liquidity requirements with operating cash flow, cash on hand, borrowings under our existing financing sources and future debt and equity financing.

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The Company’s primary sources of financing include corporate-level credit facilities or other secured and unsecured borrowings and the issuance of additional equity and debt securities as appropriate given market conditions. In addition, we expect to use other financing methods at the project level as necessary, including joint venture structures, construction loans, tax equity bridge loans, property mortgages, letters of credit, sale and leaseback transactions, other lease transactions and other arrangements, any of which may be unsecured or may be secured by mortgages or other interests in our assets. In addition, other sources of capital may include tax equity financings, sale of tax credits, governmental grant proceeds, and proceeds from sales of assets and capital repayments from investments. There can be no guarantee that financing will be available on acceptable terms or at all.

Tax Equity Investors, passive investors which could be financial institutions, insurance companies or corporations, contribute capital based on construction milestones in exchange for a share of the tax credits (and other tax benefits such as accelerated depreciation) and cash flows generated by a qualifying physical investment. Initially, the tax equity investor receives substantially all of the non-cash value attributable to the renewable energy systems and energy storage systems, which includes accelerated depreciation and Section 48(a) ITCs or Section 45(a) PTC; and generally between 15%-30% of the cash generated by the asset. These allocations then flip once certain time or yield-based milestones are met. Time-based flips occur on a set date after a five-year recapture period while yield-based flips occur after the tax equity investor achieves a specified return typically on an after-tax basis which may last longer than expected if the portfolio company’s energy projects perform below our expectations. After the flip occurs, we receive substantially all of the cash and tax allocations.

As of September 30, 2024 and December 31, 2023, the Company had $108.4 million and $96.9 million, respectively, in Cash and cash equivalents and $61.1 million and $85.2 million, respectively, in Restricted cash, current. In the short-term, we anticipate continuing to (1) increase our draw on current financing facilities, and (2) enter into new financing arrangements.

We remain focused on maintaining liquidity and financial flexibility and continue to monitor the capital and credit markets. Beyond the primary sources of liquidity we use to meet our cash requirements, we continue to explore a variety of financing options to supplement our current cash flows in order to allow us to maintain normal future operations and to take advantage of the investment opportunities available in the marketplace. These financing options include, among others, raising capital in the public or private capital markets (which may include from existing investors) and establishing new financing arrangements with commercial banks. However, we cannot predict with certainty what terms any such financing would have or the cost we would incur in connection with such financing or whether we will be able to consummate any such financing.

The Company continues to regularly monitor the Company’s ability to finance the needs of its operating, financing and investment activity within the dictates of prudent balance sheet management. The pace as to which we are able to progress our significant pipeline of currently contracted and potential future development, construction and project acquisition projects is expected to be impacted by our ability to access additional financing. The more success we achieve in our capital raising and other financing activities, the faster we will be able to place in service new projects and begin to receive operating cash flow from these projects. If the amount of capital that is available to us on favorable terms is less than what is needed to fully fund these pipeline activities, we may be forced to slow the pace of these activities, which may ultimately delay or eliminate future operating cash flow that we anticipate will be available to us.

The Company suspended the payment of shareholder distributions effective following the distribution payment on May 1, 2024. In connection with suspending shareholder distributions, the Company also suspended the DRP which was offered to shareholders who could elect to have the full amount of cash distributions reinvested in additional shares. We also suspended our SRP effective September 23, 2023 (except with respect to repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder), and as a result, we expect to be able to devote a greater amount of our liquidity and capital resources to executing our broader business strategy. The Company is also currently engaged in a thorough assessment of the GREC fleet, with a view to potentially divest certain of the Company’s current investments where, as an active portfolio manager, the Company can unlock capital either for reinvestment or to return to our shareholders.

If we are unable to expand our sources of financing, fully utilize our available cash or otherwise meet the required terms and financial covenants associated with our financing arrangements, it may have an adverse effect on our ability to reinstate distributions to our shareholders and to fund and continue our operations. Our liquidity plans are also subject to a number of risks and uncertainties, including those described under the section titled Part I — Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Debt Outstanding

We supplement our equity capital and increase potential returns through the use of prudent levels of borrowings both at the corporate level and the project level. The Fifth Operating Agreement does not impose limitations on the amount of borrowings we may employ either at the corporate level or the project level. Our current policy is to generally target a leverage ratio of up to $2 of debt for every $1 of equity on our overall portfolio, with individual allocations of leverage based on the mix of asset types and obligors.

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The weighted average interest rate including associated swap agreements, deferred financing costs and capitalized interest on total debt outstanding was 3.90% as of September 30, 2024. As of September 30, 2024 and December 31, 2023, the Company had $1.1 billion and $1.1 billion, respectively, in outstanding debt. See Part I – Item 1 – Note 10. Debt, in the Notes to the Consolidated Financial Statements (unaudited) for more information.

In the future, we expect that our ongoing sources of financing will be through corporate-level credit facilities or other secured and unsecured borrowings. In addition, we expect to use other financing methods at the project level as necessary, including joint venture structures, construction loans, tax equity bridge loans, property mortgages, letters of credit, sale and leaseback transactions, other lease transactions and other arrangements, any of which may be unsecured or may be secured by mortgages or other interests in our assets. Other sources of capital may include tax equity financings, whereby an investor receives an allocation of tax benefits as well as cash distribution.

As of and for the fiscal quarter ended December 31, 2023, GREC Entity HoldCo was not in compliance with the debt service coverage ratio (as defined in the credit agreement) for the credit agreement related to GREC Entity HoldCo, which resulted in the Company’s classification of the debt to current liability as of December 31, 2023. The Company secured a waiver of default on June 12, 2024. Refer to Part I – Item 1 – Note 10. Debt in the Notes to the Consolidated Financial Statements (unaudited) for additional information.

Changes in Cash Flows

The following table shows cash flows from operating, investing and financing activities for the Company for the periods indicated:


	Nine months ended September 30,
(in thousands)	2024		2023
Net cash provided by operating activities	$	56,340	$	34,122
Net cash used in investing activities	(193,996)		(262,436)
Net cash provided by financing activities	122,607		114,851
Net decrease in Cash, cash equivalents and Restricted cash	(15,049)		(113,463)

Operating Activities

Net cash provided by operating activities was $56.3 million for the nine months ended September 30, 2024, an increase of $22.2 million, compared to the same period for 2023. The increase in net cash provided by operating activities is primarily due to the non-cash adjustments such as equity compensation expense of $13.0 million depreciation and amortization expense of $71.1 million, impairment of long-lived asset, net of $19.1 million and project termination cost of $13.6 million. Additionally, the increase was due to a decrease in net loss of $14.8 million compared to the prior year period and an increase in working capital of $43.2 million, primarily driven by the receipt of $47.2 million due to the termination of an interest rate swap in the nine months ended September 30, 2024.

Investing Activities

Net cash used in investing activities was $194.0 million for the nine months ended September 30, 2024, a decrease in cash used of $68.4 million, compared to the same period for 2023. The decrease in net cash used in investing activities is primarily due to an increase in receipts from notes receivable of $33.8 million as well as a reduction in payments made for ongoing construction projects of $29.5 million related to our solar and wind fleet as pre-operating projects reached COD and a decrease in pre-operating projects acquired subsequent to the quarter ended September 30, 2023. Additionally, the decrease in net cash used in investing activities is due to $12.5 million of additional net deposits returned for property, plant and equipment primarily due to reimbursements of refundable deposits on certain of our property, plant and equipment, return of capital of $6.6 million from the Company’s OYA investment and a decrease in purchases related to the Company’s equity method investments of $3.8 million. This was offset by additional loans made to Cider and OYA of $17.7 million.

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Financing Activities

Net cash provided by financing activities was $122.6 million for the nine months ended September 30, 2024, an increase of $7.8 million, compared to the same period for 2023. The increase in net cash provided by financing activities is primarily driven by cash proceeds of $111.5 million related to the sale-leaseback transaction entered during the nine months ended September 30, 2024, a decrease in cash paid for repurchases of common shares and shareholder distributions and repurchases of $48.3 million and $27.9 million due to the suspension of the Company’s SRP and DRP, respectively. Additionally, the increase in net cash provided by financing activities is driven by additional contributions from noncontrolling interests of $13.8 million and additional proceeds on borrowings of $13.3 million, compared to the prior year period. This was partially offset by an increase in cash paid on borrowings of $114.2 million, and additional payments on the Company’s sale-leaseback transactions of $87.3 million, compared to the prior year period.

Contractual Obligations

The Company has a variety of contractual obligations and commitments, both short-term and long-term in nature. We have included the following information related to commitments of the Company to further assist investors in understanding our outstanding commitments.

Debt Outstanding

The Company has various borrowings both at the corporate level and the project level. As of September 30, 2024 and December 31, 2023, the Company had $1.1 billion and $1.1 billion, respectively, in outstanding debt. The Company currently has $89.7 million of capacity available to draw on its existing debt facilities. Refer to Part I — Item 1 — Note 10. Debt, in the Notes to the Consolidated Financial Statements (unaudited) for more information.

Letters of Credit

Pledge of Collateral and Unsecured Guarantee of Loans to Subsidiaries

Investment in To-Be-Constructed Assets and Membership Interest Purchase Commitments

Power Purchase Agreements

Renewable Energy Credits Commitments

For certain solar and wind power systems, the Company has received incentives in the form of RECs. In certain cases, the entities have entered into fixed-price, fixed-volume forward sale transactions to monetize these RECs for specific entities. If we are unable to satisfy the transaction requirements due to lack of production, we may have to purchase RECs on the spot market and/or pay specified replacement cost damages. Based upon current production projections, we do not expect a requirement to purchase RECs to fulfill our current REC sales contracts. When RECs earned by the entities are sold either on a forward basis or in the spot market, revenue is recorded when the REC is transferred.

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Recording of a sale of RECs under U.S. GAAP is accounted for under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). There are no differences in the process and related revenue recognition between REC sales to utilities and non-utility customers. Revenue is recorded when all revenue recognition criteria are met, including that there is persuasive evidence that an arrangement exists (typically through a contract), services are rendered through the production of electricity, pricing is fixed and determinable under the contract, and collectability is reasonably assured. The accounting policy adopted is that the revenue recognition criteria are met when the energy is produced, and a REC is created and transferred to a third party when sold on a forward basis or in the spot market.

If any of our REC counterparties fail to satisfy their contractual obligations, our revenues may decrease under replacement agreements, and we may incur expenses locating and executing such replacement agreements. For the majority of the forward REC contracts currently effective as of September 30, 2024, GREC and/or the Company has provided an unsecured guaranty related to the delivery obligations under these contracts. The amount of the unsecured guaranty on REC contracts is nil as of September 30, 2024.

Pledge of Parent Company Guarantees

In addition, the Company, along with the parent company of the other 50.00% member of OYA, provided a guarantee to the tax equity investor member in one of the partnerships, for which OYA is the partner, for the payment and performance of all obligations of these subsidiaries under the partnership documents as well as affiliate contracts. As of September 30, 2024, the Company considers it remote that it would be required to make payments under any of these guarantees. Refer to Part I — Item 1 — Note 5. Variable Interest Entities in the Notes to the Consolidated Financial Statements (unaudited) for further details.

Leases

Lease agreements are evaluated at inception to determine whether they represent finance or operating leases. The Company has determined that the majority of its leases represent operating leases, and accordingly, minimum rental expense is recognized on a straight-line basis over the lease term beginning with the lease commencement date. For finance leases, the minimum rental expense is recognized in a front-loaded expense pattern. Refer to Part I — Item 1 — Note 13. Commitments and Contingencies in the Notes to the Consolidated Financial Statements (unaudited) for further details on the Company’s lease obligations.

Distributions

Subject to the Board of Directors’ review and approval and applicable legal restrictions, we intend to authorize and declare distributions on a quarterly basis and pay distributions on a monthly basis. When authorized and declared, we calculate each shareholder’s specific distribution amount for the period using record and declaration dates, and each member’s distributions will begin to accrue on the date we accept each member’s subscription for shares. From time to time, we may also pay interim special distributions in the form of cash or shares, with the approval of our Board of Directors.

Distributions will be made on all classes of our shares at the same time. The cash distributions with respect to the Class C, P-S and P-T shares are lower than the cash distributions with respect to Class A, I, P-A, P-I and P-D shares because of the distribution fee relating to Class C, P-S and P-T shares, which will be allocated as a class-specific charge. Amounts distributed to each class will be allocated among the holders of our shares in such class in proportion to their shares.

Cash distributions for the nine months ended September 30, 2024 were funded from cash on hand and other external financing sources. To the extent authorized and declared by the Board of Directors, the Company expects to continue to fund distributions from a combination of cash on hand, cash from operations as well as other external financing sources. Due to the Company’s acquisition strategy to own pre-operational assets that are not yet generating cash from operations as well as the Company’s strategy of engaging in initiatives that include repowering projects where the existing assets are being retrofit with new and/or refurbished technology, including erecting taller, more efficient wind turbines to increase productivity, a significant amount of distributions will continue to be funded from other external financing sources until such projects become operational. Management fee and incentive fee revenue from our IM segment is also utilized as a source of capital to fund distributions as this portion of our business grows.

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Share Repurchase Program

A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a shareholder must hold his or her shares for a minimum of one year before he or she can participate in the SRP, subject to any of the following special circumstances: (i) the written request of the estate, heir or beneficiary or a deceased shareholder; (ii) a qualifying disability of the shareholder for a non-temporary period of time, provided that the condition causing the qualifying disability was not pre-existing on the date that the shareholder became a shareholder; (iii) a determination of incompetence of the shareholder by a state or federal court located in the United States; or (iv) as determined by the Board of Directors, in their discretion, to be in the interests of the Company. If a member has made more than one purchase of shares, the one-year holding period will be calculated separately with respect to each purchase.

The quarterly share repurchases limits for the SRP are set forth below.


Quarter Ending			Share Repurchase Limit(s)
September 30, 2021, and each quarter thereafter			During any 12-month period, 20.00% of the weighted average number of outstanding shares
			During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters

Off-Balance Sheet Arrangements

In the ordinary course of business, the Company engages in financial transactions that are not presented on our Consolidated Balance Sheets or may be recorded on our Consolidated Balance Sheets in amounts that are different from the full contract or notional amount of the transaction. The Company’s off-balance sheet arrangements consist primarily of unfunded commitments and guarantees to the Tax Equity Investors, which may affect our liquidity and funding requirements based on the likelihood that borrowers will advance funds under the loan commitments, or we will be required to perform under the guarantee obligations. Refer to Part I — Item 1 — Note 5. Variable Interest Entities and Note 15. Noncontrolling Interests and Redeemable Noncontrolling Interests in the Notes to the Consolidated Financial Statements (unaudited) for further details.

Critical Accounting Policies and Use of Estimates

Our critical accounting policies are detailed in Part II — Item 7 — Managements’ Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Use of Estimates in our Annual Report on Form 10-K for the year ended December 31, 2023 and with the exception of Sale Leasebacks policy described within Part I — Item 1 — Note 2. Significant Accounting Policies in the Notes to the Consolidated Financial Statements (unaudited).

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Recently Issued Accounting Pronouncements

Refer to Part I — Item 1 — Note 2. Significant Accounting Policies in the Notes to the Consolidated Financial Statements (unaudited) for a discussion of recent accounting pronouncements and recently issued accounting pronouncements adopted and not yet adopted since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The following qualitative disclosures regarding our market risk exposures, except for: (i) those disclosures that are statements of historical fact, and (ii) the descriptions of how we manage our primary market risk exposures, constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Our primary market risk exposures as well as the strategies used and to be used by us managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of our risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to our risk exposures and risk management strategies. There can be no assurance that our current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short or long term. Investors must be prepared to lose all or substantially all their investment in the shares.

We anticipate that our primary market risks will be related to commodity prices, the credit quality of our counterparties and project companies, changes in market interest rates and changes in government incentives. We will seek to manage these risks while at the same time seeking to provide an opportunity for shareholders to realize attractive returns through ownership of our shares.

Commodity Price Risk

Acquisitions of renewable energy and energy efficiency projects and businesses expose us to volatility in the market prices of electricity. To stabilize our revenue, we generally expect our projects will have PPAs with local utilities and offtakers that ensure all or most of electricity generated by each project will be purchased at the contracted price. In the event any electricity is not purchased by the offtaker or the energy produced exceeds the offtaker’s capacity, we generally will sell that excess energy to the local utility or another suitable counterparty, which would ensure revenue is generated for all electricity produced. We may be exposed to the risk that the offtaker will fail to perform under the PPA, with the result that we will have to sell our electricity at the market price, which could be either advantageous or disadvantageous, depending on the market price of electricity at that point in time.

In regard to the market price of oil, our investments are little affected by the volatility in this market, as most oil consumed in the U.S. today is used for transportation infrastructure and not for the generation of electricity. Volatility in the market price of natural gas can result in volatility in the market price of electricity. The contractual status of our projects limits our exposure to volatility in the market prices of electricity caused by volatility in the market price of natural gas to our projects’ post-PPA periods, to situations where an offtaker is unable to fulfill their contractual obligation to buy the power the projects generate, or to situations where the projects generate energy in excess of that agreed upon in their PPAs and the excess power is sold to the market.

In regard to the market price of other commodities, increases in the costs of raw materials used in the construction of our renewable energy assets, could materially adversely affect the cost required to bring our projects to commercial operation. To mitigate this risk, we (i) when possible, share this risk with developers from whom we purchase in construction and pre-construction assets, and (ii) pursue large forward procurement strategies to secure equipment for our in-construction portfolio from large and credit worthy suppliers of equipment with fixed price contracts. When we do assume pricing risk for equipment, we budget for what we believe are conservative contingencies within our construction budgets.

Credit Risk

Through our acquisitions in our target assets, we expect to be indirectly exposed to credit risk relating to counterparties to the electricity sales agreements (including PPAs) for our projects as well as the businesses in which we invest. If counterparties to the electricity sales agreements for our projects or the businesses in which we invest are unable to make payments to us when due, or at all, our financial condition and results of operations could be materially adversely affected. The Company will seek to mitigate this risk by deploying a comprehensive review and asset selection process and careful ongoing monitoring of acquired assets. In addition, we will seek contracts with high-credit-quality counterparties. Nevertheless, unanticipated credit losses could occur, which could adversely impact our operating results.

Changes in Market Interest Rates

With respect to our business operations, general increases in interest rates over time may cause the interest expense associated with our borrowings to increase, and the value of our debt investments to decline. Conversely, general decreases in interest rates over time may cause the interest expense associated with our borrowings to decrease, and the value of our secured loans to increase. We attempt to use interest rate derivatives to add stability to interest expense and to manage exposure to interest rate movements. To accomplish this objective, the Company has entered into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed interest rate payments.

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The Company documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions, at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific forecasted transactions. The Company also assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in cash flows of the hedged items. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative is settled or terminates, a hedged forecasted transaction is no longer probable of occurring, or a treatment of the derivative as a hedge is no longer appropriate or intended. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods during which the hedged transactions will affect earnings.

For derivatives designated as cash flow hedges, the changes in the fair value of the derivative are initially reported in other comprehensive income (outside of earnings), net of tax, and are subsequently reclassified to earnings when the hedged transaction affects earnings. The Company assesses the effectiveness of each hedging relationship by utilizing a third-party statistical regression analysis. Amounts reported in accumulated other comprehensive income related to designated derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate liabilities.

Refer to Part I — Item 1 — Note 11. Derivative Instruments in the Notes to the Consolidated Financial Statements (unaudited) for further information with respect to the Company's derivative instruments.

If all of the interest rate swaps had been discontinued on September 30, 2024, the counterparties would have owed the Company $81.7 million. Based on the credit ratings of the counterparties, the Company believes its exposure to credit risk due to nonperformance by counterparties to its hedge contracts to be insignificant.

Changes in Government Incentives

Retrospective changes in the levels of government incentives may have a negative impact on our current renewable energy projects. Prospective changes in the levels of government incentives, including renewable energy credits and investment tax credits, may impact the relative attractiveness of future acquisitions in various renewable energy projects, which could make it difficult for the Company to find suitable acquisitions in the sector.

Item 4. Controls and Procedures

Disclosure Controls

In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we, under the supervision and with the participation of our principal executive officer and principal accounting officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report, and determined that the disclosure controls and procedures are effective. Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act are recorded, processed and summarized and reported within the time period specified in the applicable rules and forms.

Change in Internal Control Over Financial Reporting

No change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Any control system, no matter how well designed and operated, can only provide reasonable (but not absolute) assurance that its objectives will be met. Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not currently subject to any material legal proceedings, nor, to its knowledge, is any material legal proceeding threatened against the Company other than the items contained herein.

Eagle Valley Clean Energy LLC Bankruptcy

On April 17, 2024, EVCE filed for a voluntary petition under Chapter 7 of the United States Bankruptcy Code with the U.S. Bankruptcy Court for Colorado. The Bankruptcy Filing does not include Greenbacker Renewable Energy Company LLC, GREC or any of its subsidiaries engaged in continuing operations as debtors or guarantors. Refer to Part I — Item 1 — Note 3. Acquisitions and Divestitures and Note 10. Debt, in the Notes to the Consolidated Financial Statements (unaudited) for more information.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed under the heading Part I — Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

During the nine months ended September 30, 2024, the Company issued 13.0 thousand Class P-A shares for net proceeds of $0.1 million, 0.4 million Class P-I shares for net proceeds of $3.2 million, 1.0 thousand Class P-D shares for net proceeds of $4.0 thousand, 0.2 million Class P-S shares for net proceeds of $1.7 million and 3.0 thousand Class P-T shares for net proceeds of $17.0 thousand under the DRP. These issuances were not subject to the registration requirements of the Securities Act of 1933, as amended. There were no selling commissions or other remunerations paid, directly or indirectly, in connection with shares issued under the DRP.

Issuer Purchases of Equity Securities

For the three months ended September 30, 2024, and in connection with the death, disability or determination of incompetence of a shareholder, the Company repurchased 19.0 thousand Class A shares, 2.0 thousand Class C shares, 23.0 thousand Class I shares, 3.0 thousand Class P-A shares, 22.0 thousand Class P-I shares, nil Class P-D shares, 33.0 thousand Class P-S shares and nil Class P-T shares at a total purchase price of $0.1 million for Class A shares, nil for Class C shares, $0.2 million for Class I shares, nil for Class P-A shares, $0.2 million for Class P-I shares, and nil for Class P-S shares, respectively, pursuant to the Company’s SRP.

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The table below provides information concerning the Company’s repurchase of shares during the quarter ended September 30, 2024 pursuant to the Company’s SRP (solely in connection with the death, disability or determination of incompetence of a shareholder).


(in thousands, except per share data)
Period	Total Number of Shares Repurchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Repurchase Shares Offered
July 1 to September 30, 2024	102	$	7.78	102	9,755(1)



Total	102	$	7.78	102	9,755

(1)On September 23, 2023, the Board of Directors approved the suspension of the SRP effective immediately, except for repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder.

Refer to Part I — Item 1 — Note 16. Equity in the Notes to the Consolidated Financial Statements (unaudited) for more information regarding our SRP.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits


Exhibit Number						Description of Document

2.1						Contribution Agreement, dated as of May 19, 2022, by and between Greenbacker Renewable Energy Company LLC and Greenbacker Group LLC (Incorporated by reference from Exhibit 2.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 23, 2022)

2.2						Contribution Agreement, dated as of May 19, 2022, by and between Greenbacker Renewable Energy Company LLC and Greenbacker Renewable Energy Corporation (Incorporated by reference from Exhibit 2.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 23, 2022)

3.1						Fifth Amended and Restated Limited Liability Company Operating Agreement, dated as of May 19, 2022 of Greenbacker Renewable Energy Company LLC (Incorporated by reference from Exhibit 3.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 23, 2022)

3.2						Certificate of Formation of Greenbacker Renewable Energy Company LLC (Incorporated by reference from Exhibit 3.1 of the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-178786-01) filed on December 11, 2012)

3.3						Fourth Amended and Restated Limited Liability Company Operating Agreement of Greenbacker Renewable Energy Company LLC dated November 17, 2020 (Incorporated by reference from Exhibit 3.1 of the Registrant’s Form 10-Q (File No. 000-55610) filed on November 17, 2020)

4.1						Certificate of Share Designation of Class EO Common Shares of Greenbacker Renewable Energy Company LLC, dated as of May 19, 2022 (Incorporated by reference from Exhibit 4.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 23, 2022)

4.2						Amended and Restated Certificate of Share Designation of Class EO Common Shares of Greenbacker Renewable Energy Company LLC, dated as of February 5, 2024 (Incorporated by reference from Exhibit 4.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on February 9, 2024)



10.1						Greenbacker Renewable Energy Company LLC 2023 Equity Incentive Plan, dated as of May 23, 2023 (Incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 30, 2023)

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Exhibit Number						Description of Document
10.2						Form of Restricted Share Unit Grant and Agreement under the Greenbacker Renewable Energy Company LLC 2023 Equity Incentive Plan (Incorporated by reference from Exhibit 10.2 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 30, 2023)

10.3						Form of Restricted Share Grant and Agreement under the Greenbacker Renewable Energy Company LLC 2023 Equity Incentive Plan (Incorporated by reference from Exhibit 10.3 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 30, 2023)

10.4						Fourth Amended and Restated Advisory Agreement between Registrant, Greenbacker Renewable Energy Corporation and Greenbacker Capital Management LLC dated July 1, 2021 (Incorporated by reference from Exhibit 10.1 of the Registrant's Form 8-K (File No. 333-178786-01) filed on July 1, 2021)

10.5						Registration Rights Agreement, dated as of May 19, 2022, by and between Greenbacker Renewable Energy Corporation, Greenbacker Renewable Energy Company LLC and the Initial Holders (Incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 23, 2022)

10.6						Form of Administration Agreement by and among Registrant, Greenbacker Renewable Energy Corporation and Greenbacker Administration, LLC (Incorporated by reference from Exhibit 3.1 of the Registrant’s Form 10-Q (File No. 333-178786-01) filed on November 17, 2020)

10.7						Transition Services Agreement, dated as of May 19, 2022, by and among Greenbacker Group LLC, GB Liquidation Performance Holder LLC, GB EO Holder LLC, and Greenbacker Administration, LLC (Incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 23, 2022)

10.8						Form of Expense Assumption and Reimbursement Agreement by and among Registrant, Greenbacker Renewable Energy Corporation and Greenbacker Capital Management, LLC (Incorporated by reference from Exhibit 10.6 of the Registrant’s Form 10-Q (File No. 333-178786-01) filed on August 11, 2014)

10.9						Credit Agreement among GREC Entity HoldCo LLC, as Borrower, Greenbacker Renewable Energy Corporation, as Intermediate Holdco, Greenbacker Renewable Energy Company LLC, as Parent, and the lenders named therein, dated July 11, 2016 (Incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K (File No. 333-178786-01) filed on July 14, 2016)

10.10						Credit Agreement among GREC Entity HoldCo LLC, as Borrower, Greenbacker Renewable Energy Corporation, as Intermediate Holdco, Greenbacker Renewable Energy Company LLC, as Parent, and the lenders named therein, dated January 5, 2018 (Incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on January 10, 2018)

10.11						Amended and Restated Credit Agreement among GREC Entity HoldCo LLC, as Borrower, Greenbacker Renewable Energy Corporation, as Intermediate Holdco, Greenbacker Renewable Energy Company LLC, as Parent, and the lenders named therein, dated June 20, 2019 (Incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on June 25, 2019)

10.12						Second Amended and Restated Credit Agreement among GREC Entity HoldCo LLC, as Borrower, Greenbacker Renewable Energy Corporation, as Intermediate Holdco, Greenbacker Renewable Energy Company LLC, as Parent, and the lenders named therein, dated November 25, 2020 (Incorporated by reference from Exhibit 10.12 of the Registrant’s Form 10-K (File No. 000-55610) filed on March 28, 2024)

10.13						Separation Agreement by and among Greenbacker Renewable Energy Corporation (together with Greenbacker Renewable Energy Company LLC and each of their affiliates) and Mehul Mehta, dated as of September 1, 2023 (Incorporated by reference from Exhibit 10.1 of the Registrant's Form 8-K (File No. 000-55610) filed on September 1, 2023)

10.14						Consulting Agreement by and among Greenbacker Renewable Energy Corporation (together with Greenbacker Renewable Energy Company LLC and each of their affiliates) and Mehul Mehta, dated as of September 1, 2023 (Incorporated by reference from Exhibit 10.2 of the Registrant's Form 8-K (File No. 000-55610) filed on September 1, 2023)

10.15						Credit and Guaranty Agreement by and among GREC Warehouse Holdings 1 LLC, as borrower, and the guarantors, letter of credit issuers, and lenders named therein, dated August 11, 2023 (Incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on January 11, 2024)

10.16						Credit Agreement among GREC Holdings 1 LLC, as Borrower, and Fifth Third Bank, National Association, KeyBanc Capital Markets Inc., Wells Fargo Bank, National Association, and the lenders named therein, dated November 29, 2022 (Incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on January 11, 2024)

10.17						Amended Credit Agreement among GREC Holdings 1 LLC, as Borrower, and Fifth Third Bank, National Association, KeyBanc Capital Markets Inc., Wells Fargo Bank, National Association, and the lenders named therein, dated March 21, 2023 (Incorporated by reference from Exhibit 10.2 of the Registrant’s Form 8-K (File No. 000-55610) filed on January 11, 2024)

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Exhibit Number						Description of Document
14.1						Greenbacker Renewable Energy Company LLC Code of Ethics (Incorporated by reference from Exhibit 14.1 of the Registrant’s Form 8-K (File No. 000-55610 filed on November 12 , 20 2 4)









31.1*						Certification of principal executive officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended

31.2*						Certification of principal financial officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended

32.1**						Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**						Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*						The following materials from Greenbacker Renewable Energy Company LLC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed on November 13, 2024, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to the Unaudited Consolidated Financial Statements

104						Cover page interactive data file, formatted in Inline XBRL and contained in Exhibit 101

*Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements 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.


	Greenbacker Renewable Energy Company LLC
Date: November 13, 2024	By	/s/ Charles Wheeler
		Charles Wheeler Chairman, Chief Executive Officer and Director principal executive officer

Date: November 13, 2024	By	/s/ Michael Cunningham
		Michael Cunningham Vice President, Controller principal accounting officer, performing the duties of principal financial officer

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Greenbacker Renewable Energy 10-Q2024 Q3 Quarterly report

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