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 March 31, ~~2022~~2023

☐ 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)~~principal executive office)

Charles Wheeler

230 Park Avenue, Suite 1560

New York, NY 10169

Tel (646) 720-9463

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Limited liability company interests

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 ☒

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

~~Title of each class~~

~~Trading Symbol(s)~~

~~Name of each exchange on which registered~~

~~Limited liability company interests~~

~~N/A~~

As of May ~~10, 2022,~~1, 2023, the registrant had ~~177,455,627~~197,085,555 shares of common interests, $0.001 par value, outstanding.

~~TABLE OF CONTENTS~~

EXPLANATORY NOTE

As previously announced by Greenbacker Renewable Energy Company LLC (the “Company”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2022, the Company completed the acquisition of Greenbacker Capital Management LLC (“GCM”), Greenbacker Administration LLC (“Greenbacker Administration”) and other affiliated companies on May 19, 2022 (the “Acquisition”). As a result of the Acquisition and other steps taken by the Company to transition the focus of the Company's business from being an investor in clean energy projects to a diversified independent power producer coupled with an investment management business, the Company was required to transition the basis of its accounting. Since inception, the Company's historical financial statements have been prepared using the investment company basis of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”). ASC 946 (or “Investment Basis”) requires that if there is a subsequent change in the purpose and design of an entity, the entity should reevaluate its status as an investment company. Based on the above noted changes, management determined the Company no longer exhibited the fundamental characteristics of, and no longer qualified as, an investment company as defined in ASC 946. As a result, the Company was required to discontinue the application of ASC 946 and, in connection therewith, began applying other non-investment company U.S. generally accepted accounting principles (“U.S. GAAP”) prospectively beginning May 19, 2022 (the closing of the Acquisition).

As the change in status occurred during the Company’s second fiscal quarter of 2022, the results of operations as included in this quarterly report on Form 10-Q (this “Quarterly Report”) will be presented as they would be for an investment company under ASC 946 for all historical periods and the period(s) through May 18, 2022, and presented as they would be under other non-investment company U.S. GAAP accounting (“Non-Investment Basis”) for the time period subsequent to May 19, 2022, the effective date of the change in status. Given that the financial statements prior to and subsequent to the change in status are not comparable, the Company will present separate Consolidated Financial Statements, including footnotes as applicable, for the time periods prior to and subsequent to May 19, 2022.

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		PAGE

Glossary of Key Terms		iii

Forward Looking Statements		vi

PART I.	FINANCIAL INFORMATION	1

Item 1.	Consolidated Financial Statements (Non-Investment Basis)	1

	Consolidated ~~Statements of Assets and Liabilities~~Balance Sheet s as of March 31, ~~2022~~ 202 3 (unaudited) ~~and~~a nd December 31, ~~2021~~2022	1

	Consolidated Statements of Operations for three months ended Mar ch 31, 202 3 (unaudited)	1

	Consolidated Statements of Comprehensive Income for the three months ended March 31, ~~2022 and 2021~~2023 (unaudited)	2

	Consolidated Statements of Redeemable Noncontrolling Interests and Equity for the three months ended Marc h 31, 202 3 (unaudited)	3

	Consolidated Statement of Cash Flows for the three months ended March 31, 2023 (unaudited)	4

	Notes to the Consolidated Financial Statements (unaudited)	5

	Consolidated Financial Statements (Investment Basis)	33

	Consolidated Statements of Operations for the t hree months ended March 31, 2022 (unaudited)	33

	Consolidated Statement of Changes in Net Assets for the ~~three~~t hree months ended March 31,2022 ~~and 2021~~ (unaudited)	334

	Consolidated Statements of Cash Flows for the ~~three~~t hree months ended March 31, 2022 ~~and 2021~~ (unaudited)	5

	~~Consolidated Schedules of Investments as of March 31, 2022 (unaudited) and December 31, 2021~~	635

	Notes to Consolidated Financial Statements (unaudited)	1236

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3850

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7590

Item 4.	Controls and Procedures	7690

PART II.	OTHER INFORMATION	7792

Item 1.	Legal Proceedings	7892

Item 1A.	Risk Factors	7792



Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7792

Item 3.	Defaults Upon Senior Securities	7792

Item 4.	Mine Safety Disclosures	7792

Item 5.	Other Information	7792

Item 6.	Exhibits	7893

Signatures		7995

iii

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
Administration Agreement			First Amended and Restated Administration Agreement between Greenbacker Renewable Energy Company LLC, Greenbacker Renewable Energy Corporation and Greenbacker Administration LLC
Advisers Act			The Investment Advisers Act of 1940
Advisory Agreement			Fourth Amended and Restated Advisory Agreement between Greenbacker Renewable Energy Company LLC and Greenbacker Capital Management LLC
AEC Companies			LED Funding LLC and Renew AEC One LLC
ARO			Asset Retirement Obligation
ASC			Accounting Standards Codification
ASC 946 or 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
CES			Clean Energy Standards
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 Share			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, as well as other income and expense items
EIA			U.S. Energy Information Administration
EPC			Engineering, procurement, and construction companies
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 B			Greenbacker Development Opportunities Fund I (B), LP
GDEV GP			Greenbacker Development Opportunities Fund GP I, LLC
GDEV GP II			Greenbacker Development Opportunities GP II, LLC
GDEV I			Refers collectively to GDEV and parallel fund, GDEV B
GDEV II			Greenbacker Development Opportunities Fund II, LP
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

iii


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
Investment Basis			Investment Basis ASC Topic 946, Financial Services – Investment Companies
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
JOBS Act			Jumpstart Our Business Startups Act
kW			Kilowatts
kWh			Kilowatt hours
LIBOR			London Interbank Offered Rate
LP			Limited partner
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
NTP			Notice to Proceed
O&O costs			Organization and Offering Costs
OYA-Rosewood			OYA-Rosewood Holdings LLC, previously OYA Solar B1 Intermediate Holdco LLC
PPA			Power Purchase Agreement
PTC			Production Tax Credit
PTO			Permission to operate
REC			Renewable Energy Credit
RNCI			Redeemable noncontrolling interests
ROU			Right-of-use asset
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 investors under tax equity financing facilities
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
We, us, our and the LLC			Greenbacker Renewable Energy Company LLC, Greenbacker Renewable Energy Corporation, GREC Entity HoldCo LLC, GREC Administration LLC and Danforth Shared Services LLC as of and prior to May 18, 2022

~~TABLE OF CONTENTS~~Table of contents

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 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 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 rising 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 PPAs;

•our relationships with project developers, lawyers, investment and commercial banks, individual and institutional investors, consultants, diligence specialists, 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 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 PTC, ITC and the related U.S. Treasury grants, potential reductions in RPS requirements and the impacts of the recent passage of the 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;

Table of contents

•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;

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

•our ability to achieve the cost savings and economies of scale expected to be realized as a result of the Company's management internalization.

vii

T able of c ont ents

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Non-Investment Basis)

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED ~~STATEMENTS OF ASSETS AND LIABILITIES~~BALANCE SHEETS

March 31,
2022 December 31,
2021
(unaudited)
ASSETS
Investments in controlled/affiliated portfolios, at fair value (cost of $1,323,422,287 and $1,191,393,635, respectively) $ 1,477,703,701 $ 1,335,063,419
Investments in non-controlled/non-affiliated portfolios, at fair value (cost of $40,786,951 and $33,286,139, respectively) 40,786,951 33,286,139
Investments in money market funds, at fair value (cost of $67,444,619 and $67,392,443, respectively) 67,444,619 67,392,443
Cash and cash equivalents 16,747,819 92,179,779
Restricted cash 35,967,698 29,683,613
Swap contracts, at fair value 9,713,065 —
Shareholder contribution receivable 1,982,209 2,052,750
Dividend receivable 15,670,582 10,481,202
Investment sales receivable — 69,994
Return of capital receivable 4,038,614 654,622
Other assets** 11,552,284 11,695,159
Total assets $ 1,681,607,542 $ 1,582,559,120
LIABILITIES
Swap contracts, at fair value $ 872,397 $ 7,501,983
Deferred tax liabilities, net of allowance 32,465,176 26,707,096
Payable for investments purchased 873,970 420,594
Term note payable, net of financing costs 78,359,094 79,413,622
Management fee payable 2,406,254 2,271,687
Performance participation fee payable 384,065 3,359,269
Accounts payable and accrued expenses 7,224,772 2,915,210
Due to Advisor 347,104 607,610
Shareholder distributions payable 8,472,221 7,930,813
Payable for repurchases of common stock 6,269,499 7,493,978
Deferred sales commission payable 4,319,552 4,626,626
Total liabilities $ 141,994,104 $ 143,248,488
Commitments and contingencies (Note 9. Commitments and Contingencies) 0 0
MEMBERS’ EQUITY (NET ASSETS)
Preferred stock, par value, $.001 per share, 50,000,000 authorized; none issued and outstanding $ — $ —
Common stock, par value, $.001 per share, 350,000,000 authorized; 177,189,669 and 165,387,519 shares issued and outstanding, respectively 177,190 165,388
Paid-in capital in excess of par value 1,571,628,036 1,468,107,899
Accumulated (losses)* (32,191,788) (28,962,655)
Total members’ equity 1,539,613,438 1,439,310,632
Total liabilities and equity $ 1,681,607,542 $ 1,582,559,120
Net assets, Class A (shares outstanding of 16,592,648 and 16,580,558, respectively) $ 137,649,990 $ 137,994,947
Net assets, Class C (shares outstanding of 2,758,982 and 2,741,963, respectively) 22,403,376 22,290,310
Net assets, Class I (shares outstanding of 6,425,950 and 6,449,493, respectively) 53,290,330 53,665,823
Net assets, Class P-A (shares outstanding of 791,521 and 783,593 respectively) 6,772,151 6,721,670
Net assets, Class P-D (shares outstanding of 198,847 and 198,548, respectively) 1,745,128 1,747,603
Net assets, Class P-I (shares outstanding of 103,192,600 and 92,069,013, respectively) 906,370,831 810,046,418
Net assets, Class P-S (shares outstanding of 46,988,141 and 46,324,757, respectively) 409,331,577 404,803,246
Net assets, Class P-T (shares outstanding of 240,980 and 239,594, respectively) 2,050,055 2,040,615
Total members’ equity $ 1,539,613,438 $ 1,439,310,632

*Accumulated deficit, accumulated net realized gain on investments, and accumulated unrealized appreciation (depreciation) on investments, net of deferred taxes, foreign currency translation, and swap contracts are included in accumulated gains (losses).

** As of March 31, 2022 and December 31, 2021, Other assets includes $5,000,000 of cash collateral associated with a derivative instrument.


	March 31, 2023		December 31, 2022
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	79,042,613	$	143,223,982
Restricted cash	38,049,794		47,474,110
Accounts receivable	20,797,280		20,440,153
Derivative assets, current	23,961,003		24,446,790
Notes receivable, current	50,615,208		59,106,434
Other current assets	24,690,142		29,624,295
Total current assets	237,156,040		324,315,764
Noncurrent assets:
Property, plant and equipment, net	1,967,546,386		1,889,705,529
Intangible assets, net	530,144,164		540,620,964
Goodwill	221,313,776		221,313,776
Investments, at fair value	97,394,074		92,554,266
Derivative assets	127,895,375		171,392,726
Other noncurrent assets	152,802,330		147,339,466
Total noncurrent assets	3,097,096,105		3,062,926,727
Total assets	$	3,334,252,145	$	3,387,242,491

Liabilities, Redeemable Noncontrolling Interests and Equity
Current liabilities:
Accounts payable and accrued expenses	$	39,920,459	$	50,701,644
Shareholder distributions payable	—		9,670,283
Contingent consideration, current	24,517,751		25,891,317
Current portion of long-term debt	106,897,064		95,869,554
Redemptions payable	16,095,813		32,198,102
Other current liabilities	8,419,556		10,861,131
Total current liabilities	195,850,643		225,192,031
Noncurrent liabilities:
Long-term debt, net of current portion	911,993,052		850,760,441
Contingent consideration	78,000,000		75,700,000
Derivative liabilities	2,743,869		—
Deferred tax liabilities, net	80,482,128		85,654,803
Operating lease liabilities	104,487,520		101,281,144
Out-of-market contracts, net	214,700,962		218,112,321
Other noncurrent liabilities	43,013,685		39,825,898
Total noncurrent liabilities	1,435,421,216		1,371,334,607
Total liabilities	$	1,631,271,859	$	1,596,526,638

Commitments and contingencies (Note 15. Commitments and Contingencies)

Redeemable noncontrolling interests	2,034,000		2,034,000

Equity:
Preferred shares, par value, $0.001 per share, 50,000,000 authorized; none issued and outstanding	—		—
Common shares, par value, $0.001 per share, 350,000,000 authorized, 196,868,820 and 198,044,410 outstanding, respectively	196,869		198,044
Additional paid-in capital	1,755,319,860		1,763,061,377
Accumulated deficit	(158,901,186)		(114,679,721)
Accumulated other comprehensive income	28,214,683		56,094,242
Noncontrolling interests	76,116,060		84,007,911
Total equity	1,700,946,286		1,788,681,853
Total liabilities, redeemable noncontrolling interests and equity	$	3,334,252,145	$	3,387,242,491

The accompanying notes are an integral part of these ~~consolidated financial statements.~~Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED ~~STATEMENTS~~STATEMENT OF OPERATIONS

(unaudited)

For the three months ended March 31,
2022 For the three months ended March 31,
2021
Investment income:
Investment income from controlled, affiliated investments:
Dividend income $ 12,547,447 $ 5,252,663
Total investment income from controlled, affiliated investments $ 12,547,447 $ 5,252,663
Investment income from non-controlled, non-affiliated investments:
Interest income 750,254 946,010
Total investment income $ 13,297,701 $ 6,198,673
Operating expenses:
Management fee expense 6,886,720 4,075,503
Audit and tax expense 596,501 582,607
Interest and financing expenses 720,485 722,560
General and administration expenses 204,110 173,973
Performance participation fee 384,065 —
Legal expenses 856,398 86,301
Directors fees and expenses 469,121 109,480
Insurance expense 45,292 48,172
Transfer agent expense 197,260 147,946
Other professional fees expenses 2,531,932 50,548
Other expenses* 765,344 560,790
Total expenses 13,657,228 6,557,880
Net investment income (loss) before taxes (359,527) (359,207)
(Benefit from) income taxes (3,164,293) (1,369,294)
Net investment income 2,804,766 1,010,087
Net change in realized and unrealized gain (loss) on investments, foreign currency translation and deferred tax assets:
Net realized loss on investments (1,688) (72,149)
Net change in unrealized appreciation (depreciation) on:
Investments 10,595,861 2,171,448
Foreign currency translation 15,768 20,142
Swap contracts 16,342,650 3,739,027
(Provision for) income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts (8,922,373) (3,142,873)
Net increase in net assets attributed to members' equity $ 20,834,984 $ 3,725,682
Common stock per share information —basic and diluted:
Net investment income $ 0.02 $ 0.01
Net increase in net assets attributed to members' equity $ 0.12 $ 0.04
Weighted average common shares outstanding 172,432,429 85,937,169

* For the three months ended March 31, 2022 and ~~March 31, 2021, Other expenses includes $466,870 and $493,816 of net realized losses on swap contracts, respectively.~~


	For the three months ended March 31, 2023
Revenue
Energy revenue	$	37,794,441
Investment Management revenue	1,925,989
Other revenue	1,499,979
Contract amortization, net	(4,993,445)
Total revenue	36,226,964

Operating expenses
Direct operating costs	23,186,646
General and administrative	19,104,562
Depreciation, amortization and accretion	16,982,476
Total operating expenses	59,273,684

Operating loss	(23,046,720)

Interest expense, net	(8,634,460)

Unrealized gain on interest rate swaps, net	2,229,709
Unrealized gain on investments, net	2,572,468
Other income	39,936

Net loss before income taxes	(26,839,067)
Provision for income taxes	(4,792,767)
Net loss	(31,631,834)
Net loss attributable to noncontrolling interests	(14,630,994)
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(17,000,840)

Earnings per share
Basic	$	(0.09)

Weighted average shares outstanding
Basic	198,258,504

The accompanying notes are an integral part of these ~~consolidated financial statements.~~Consolidated Financial Statements.

T able of c ont ents

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED ~~STATEMENTS~~STATEMENT OF ~~CHANGES IN NET ASSETS~~

~~For the three months ended March 31, 2022~~COMPREHENSIVE INCOME (LOSS)

(unaudited)

Shares Par
Value Paid-in
capital
in excess
of par
value Accumulated
deficit Accumulated
net realized
gain on
investments Accumulated
unrealized
appreciation
(depreciation)
on investments,
net of
deferred taxes Accumulated
unrealized
appreciation
(depreciation)
on foreign
currency
translation Accumulated
unrealized
appreciation
(depreciation)
on swap contracts Total
members’
equity
(net assets)
Balances as of December 31, 2021 165,387,519 $ 165,388 $ 1,468,107,899 $ (134,628,568) $ 18,112,450 $ 93,893,884 $ (98,244) $ (6,242,177) $ 1,439,310,632
Proceeds from issuance of common stock, net 11,881,864 11,882 104,561,989 — — — — — 104,573,871
Issuance of common stock under distribution reinvestment plan 640,432 640 5,551,402 — — — — — 5,552,042
Repurchases of common stock (720,146) (720) (6,261,773) — — — — — (6,262,493)
Offering costs — — (331,481) — — — — — (331,481)
Deferred sales commissions — — — (86,975) — — — — (86,975)
Shareholder distributions — — — (23,977,142) — — — — (23,977,142)
Net investment income — — — 2,804,766 — — — — 2,804,766
Net realized loss on investments — — — — (1,688) — — — (1,688)
Net change in unrealized appreciation on investments — — — — — 10,595,861 — — 10,595,861
Net change in unrealized appreciation on foreign currency translation — — — — — — 15,768 — 15,768
Net change in unrealized appreciation on swap contracts — — — — — — — 16,342,650 16,342,650
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts — — — — — (8,922,373) — — (8,922,373)
Balance as of March 31, 2022 177,189,669 $ 177,190 $ 1,571,628,036 $ (155,887,919) $ 18,110,762 $ 95,567,372 $ (82,476) $ 10,100,473 $ 1,539,613,438


	For the three months ended March 31, 2023
Net loss	$	(31,631,834)

Other comprehensive loss, net of tax:
Unrealized loss on derivatives designated as cash flow hedges, net of tax	(27,879,559)
Total other comprehensive loss, net of tax	$	(27,879,559)

Comprehensive loss	(59,511,393)
Less: Comprehensive loss attributable to noncontrolling interests	(14,630,994)
Comprehensive loss attributable to Greenbacker Renewable Energy Company LLC	$	(44,880,399)

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

T able of c ont ents

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED ~~STATEMENTS~~STATEMENT OF ~~CHANGES IN NET ASSETS~~

~~For the three months ended March 31, 2021~~REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

(unaudited)

Shares Par
Value Paid-in
capital
in excess
of par
value Accumulated
deficit Accumulated
net realized
gain on
investments Accumulated
unrealized
appreciation
(depreciation)
on investments,
net of
deferred taxes Accumulated
unrealized
appreciation
(depreciation)
on foreign
currency
translation Accumulated
unrealized
appreciation
(depreciation)
on swap contracts Total
members’
equity
(net assets)
Balances as of December 31, 2020 62,870,347 $ 62,870 $ 550,896,111 $ (60,708,055) $ 18,141,632 $ 55,759,375 $ (108,971) $ (8,491,103) $ 555,551,859
Proceeds from issuance of common stock, net 50,634,032 50,635 455,771,849 — — — — — 455,822,484
Issuance of common stock under distribution reinvestment plan 181,245 181 1,549,824 — — — — — 1,550,005
Repurchases of common stock (490,835) (491) (4,298,147) — — — — — (4,298,638)
Offering costs — — (1,513,488) — — — — — (1,513,488)
Deferred sales commissions — — — (4,024,725) — — — — (4,024,725)
Shareholder distributions — — — (11,952,024) — — — — (11,952,024)
Net investment income — — — 1,010,087 — — — — 1,010,087
Net realized loss on investments — — — — (72,149) — — — (72,149)
Net change in unrealized appreciation on investments — — — — — 2,171,448 — — 2,171,448
Net change in unrealized appreciation on foreign currency translation — — — — — — 20,142 — 20,142
Net change in unrealized appreciation on swap contracts — — — — — — — 3,739,027 3,739,027
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts — — — — — (3,142,873) — — (3,142,873)
Balances as of March 31, 2021 113,194,789 $ 113,195 $ 1,002,406,149 $ (75,674,717) $ 18,069,483 $ 54,787,950 $ (88,829) $ (4,752,076) $ 994,861,155


	Shares	Par Value		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income		Noncontrolling interests		Total equity		Redeemable noncontrolling interests
Balances as of December 31, 2022	198,044,410	$	198,044	$	1,763,061,377	$	(114,679,721)	$	56,094,242	$	84,007,911	$	1,788,681,853	$	2,034,000




Issuance of common shares under distribution reinvestment plan	656,160	656		5,693,736		—		—		—		5,694,392		—
Repurchases of common shares	(1,837,360)	(1,837)		(16,093,976)		—		—		—		(16,095,813)		—
Proceeds from shares transferred	70	—		—		—		—		—		—		—
Deferred sales commissions	—	—		—		(41,355)		—		—		(41,355)		—
Shareholder distributions	—	—		—		(27,179,270)		—		—		(27,179,270)		—
Other comprehensive loss	—	—		—		—		(27,879,559)		—		(27,879,559)		—
Contributions from noncontrolling interests, net	—	—		—		—		—		9,971,274		9,971,274		—
Distributions to noncontrolling interests	—	—		—		—		—		(3,232,131)		(3,232,131)		—
Share-based compensation expense	5,540	6		2,658,723		—		—		—		2,658,729		—
Net loss	—	—		—		(17,000,840)		—		(14,630,994)		(31,631,834)		—
Balances as of March 31, 2023	196,868,820	$	196,869	$	1,755,319,860	$	(158,901,186)	$	28,214,683	$	76,116,060	$	1,700,946,286	$	2,034,000

The accompanying notes are an integral part of these ~~consolidated financial statements.~~Consolidated Financial Statements.

T able of c ont ents

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED ~~STATEMENTS~~STATEMENT OF CASH FLOWS

(unaudited)

For the three months ended March 31,
2022 For the three months ended March 31,
2021
Operating activities:
Net increase in net assets from operations $ 20,834,984 $ 3,725,682
Adjustments to reconcile net increase in net assets from operations to net cash provided by (used in) operating activities:
Amortization of deferred financing costs 212,339 155,334
Gross funding of new or existing investments (183,873,263) (169,813,432)
Return of capital 35,075,363 35,051,394
Proceeds from principal payments and sales of investments 9,266,747 1,339,375
Purchase of money market funds, net (52,176) (304,241,224)
Net realized loss on investments 1,688 72,149
Net change in unrealized (appreciation) on investments (10,595,861) (2,171,448)
Net change in unrealized (appreciation) on foreign currency translation (15,768) (20,142)
Net change in unrealized (appreciation) on swap contracts (16,342,650) (3,739,027)
Deferred tax expense 5,758,080 1,773,579
(Increase) decrease in other assets:
Receivable for investments sold 69,994 500,000
Receivable for return of capital (3,383,992) 1,719,947
Dividend receivable (5,189,380) 1,132,711
Other assets 142,875 (905,807)
Increase (decrease) in other liabilities:
Payable for investments purchased 453,376 (2,041,002)
Management fee payable 134,567 692,512
Performance participation fee payable (2,975,204) (3,540,052)
Accounts payable and accrued expenses 4,309,562 372,195
Net cash (used in) operating activities (146,168,719) (439,937,256)
Financing activities:
Paydowns on credit facility and term note (1,266,867) (1,246,302)
Proceeds from issuance of shares of common stock, net 104,863,870 459,646,314
Distributions paid (18,103,151) (8,066,157)
Offering costs (591,987) (115,490)
Deferred sales commission (394,049) (61,731)
Repurchases of common stock (7,486,972) (5,948,128)
Net cash provided by financing activities 77,020,844 444,208,506
Net (decrease) increase in cash and cash equivalents (69,147,875) 4,271,250
Cash, cash equivalents and restricted cash, beginning of period 121,863,392 4,675,836
Cash, cash equivalents and restricted cash, end of period $ 52,715,517 $ 8,947,086
Reconciliation of cash, cash equivalents and restricted cash per the Consolidated Statements of Assets and Liabilities
Cash and cash equivalents $ 16,747,819 $ 8,947,086
Restricted cash 35,967,698 —
Total cash, cash equivalents and restricted cash $ 52,715,517 $ 8,947,086
Supplemental disclosure of cash flow information:
Cash interest paid during the period $ 338,251 $ 447,176
Shareholder contribution receivable from sale of common stock $ 1,982,209 $ 2,581,048
Due to Advisor for offering costs $ 347,104 $ 1,399,749
Deferred sales commission payable $ 4,319,552 $ 4,094,869


	For the three months ended March 31, 2023
Cash Flows from Operating Activities
Net loss	$	(31,631,834)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and accretion	21,975,921

Share-based compensation expense	2,658,723
Changes in fair value of contingent consideration	2,300,000
Amortization of financing costs and debt discounts	1,190,249
Amortization of interest rate swap contracts into net loss	1,616,204
Unrealized gain on interest rate swaps	(2,229,709)
Unrealized gain on investments	(2,572,468)
Deferred income taxes	4,792,767
Other	668,909
Changes in operating assets and liabilities:
Accounts receivable	(348,543)

Current and noncurrent derivative assets	9,495,510
Other current and noncurrent assets	820,884
Accounts payable and accrued expenses	(4,316,669)
Operating lease liabilities	(986,586)
Other current and noncurrent liabilities	1,926,676
Net cash provided by operating activities	5,360,034

Cash Flows from Investing Activities
Purchases of property, plant and equipment	(99,475,546)
Deposits paid for property, plant and equipment	(518,194)
Purchases of investments	(2,267,340)

Receipts from loans made to other parties	8,491,226


Net cash used in investing activities	(93,769,854)

Cash Flows from Financing Activities
Shareholder distributions	(29,187,634)

Repurchases of common shares	(32,198,102)

Deferred sales commissions	(884,137)
Contributions from noncontrolling interests	10,005,970
Distributions to noncontrolling interests	(3,818,177)
Proceeds from borrowings	92,356,964
Payments on borrowings	(18,897,700)
Payments for loan origination costs	(2,573,049)
Net cash provided by financing activities	14,804,135

Net decrease in Cash, cash equivalents and Restricted cash	(73,605,685)
Cash, cash equivalents and Restricted cash at beginning of period	190,698,092
Cash, cash equivalents and Restricted cash at end of period	$	117,092,407

Supplemental Disclosures
Interest paid, net of amounts capitalized	$	10,958,668

Non-cash investing and financing activities
Deferred sales commission payable	10,130,331
Capital expenditures incurred but not paid	17,819,421

The accompanying notes are an integral part of these ~~consolidated financial statements.~~Consolidated Financial Statements.

~~GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES~~

~~CONSOLIDATED SCHEDULES OF INVESTMENTS~~

~~March 31, 2022~~

~~(unaudited)~~

Investments in
controlled/affiliated Portfolios Interest Maturity Shares or
Principal
Amount Cost Fair
Value Percentage
of Net
Assets (a)
Limited Liability Company Member Interests in the United States- Not readily marketable
Battery Storage
Pacifica Portfolio (e) 100% Ownership $ 11,603,047 $ 10,709,612 0.7 %
Other Battery Storage Portfolios (e) 100% Ownership 4,855,679 4,855,679 0.3 %
Total Battery Storage - 1.0% $ 16,458,726 $ 15,565,291 1.0 %
Biomass
Eagle Valley Biomass Portfolio 100% Ownership $ 24,479,299 $ 12,690,189 0.8 %
Total Biomass - 0.8% $ 24,479,299 $ 12,690,189 0.8 %
Commercial Solar
Celadon Portfolio (e) 100% Ownership or Managing Member, Equity Owner $ 187,909,496 $ 212,221,346 13.8 %
GEH Portfolio (e) 100% Ownership or Managing Member, Equity Owner 151,057,169 155,312,690 10.1 %
Ponderosa Portfolio (e) 100% Ownership 72,929,785 92,647,595 6.0 %
Sego Lily - Solar Portfolio (e) 100% Ownership or Managing Member, Equity Owner 110,636,061 132,246,034 8.6 %
Trillium Portfolio Managing Member, Equity Owner 75,943,161 104,947,032 6.8 %
Other Commercial Solar Portfolios (d)(e) 100% Ownership or Managing Member, Equity Owner 313,677,497 358,335,735 23.3 %
Total Commercial Solar - 68.6% $ 912,153,169 $ 1,055,710,432 68.6 %
Wind
Sego Lily - Wind Portfolio Managing Member, Equity Owner $ 117,376,719 $ 144,554,048 9.4 %
Greenbacker Wind Holdings II Portfolio 100% Ownership or Managing Member, Equity Owner 63,171,752 59,490,435 3.9 %
Greenbacker Wind - HoldCo Portfolio 100% Ownership 87,619,177 83,711,600 5.4 %
Other Wind Investments Portfolios 100% Ownership 56,747,122 59,299,109 3.9 %

Investments in
controlled/affiliated Portfolios Interest Maturity Shares or
Principal
Amount Cost Fair
Value Percentage
of Net
Assets (a)
Total Wind - 22.6% $ 324,914,770 $ 347,055,192 22.6 %
Other Investments
Other Portfolios (c) $ 44,802,587 $ 46,054,008 3.0 %
Total Other Investments - 3.0% $ 44,802,587 $ 46,054,008 3.0 %
Energy Efficiency in the United States
Other Energy Efficiency Portfolios (b) $ 613,736 $ 628,589 — %
Total Energy Efficiency - —% $ 613,736 $ 628,589 — %
Total Investments in controlled/affiliated portfolios $ 1,323,422,287 $ 1,477,703,701 96.0 %
Investments in non-controlled/non-affiliated portfolios
Secured Loans - Not readily marketable
Chaberton Loan 8.00% 9/30/2022 $5,032,122 $ 5,032,122 $ 5,032,122 0.3 %
Cider Loan 8.00% 6/30/2022 $13,928,400 13,928,400 13,928,400 0.9 %
Encore Loan 10.00% 4/30/2022 $3,058,527 3,058,527 3,058,527 0.2 %
New Market Loan 9.00% 6/30/2022 $5,008,070 5,008,070 5,008,070 0.3 %
Shepherd's Run Loan 8.00% 9/30/2022 $8,751,528 8,751,528 8,751,528 0.6 %
SE Solar Loan 9.00% 6/30/2022 $5,008,304 5,008,304 5,008,304 0.3 %
Total Secured Loans - Not readily marketable - 2.6% $ 40,786,951 $ 40,786,951 2.6 %
Total Investments in non-controlled/non-affiliated portfolios $ 40,786,951 $ 40,786,951 2.6 %
Investments in Money Markets Funds
Allspring Treasury Plus Money Market Fund - Institutional Class $14,362,448 $ 14,362,448 $ 14,362,448 0.9 %
Fidelity Government Portfolio - Class I $19,359,861 19,359,861 19,359,861 1.3 %
First American Government Obligations Fund - Class X $19,309,861 19,309,861 19,309,861 1.3 %
First American Government Obligations Fund - Class Z $50,000 50,000 50,000 — %

Investments in
controlled/affiliated Portfolios Interest Maturity Shares or
Principal
Amount Cost Fair
Value Percentage
of Net
Assets (a)
JPMorgan US Government Money Market Fund - Class L $14,362,449 14,362,449 14,362,449 0.9 %
Total Investments in Money Market Funds - 4.4% $ 67,444,619 $ 67,444,619 4.4 %
TOTAL INVESTMENTS: 103.0% $ 1,431,653,857 $ 1,585,935,271 103.0 %
LIABILITIES IN EXCESS OF OTHER ASSETS OTHER THAN INVESTMENTS: (3.0)% (46,321,833) (3.0) %
TOTAL NET ASSETS: 100.0% $ 1,539,613,438 100.0 %

~~(a)Percentages are based on net assets~~T able of ~~$1,539,613,438 as of March 31, 2022.~~

~~(b)Includes capital leases and secured loans.~~

~~(c)Includes pre-acquisition and due diligence expenses.~~

~~(d)Includes the Canadian Northern Lights assets, which are located outside of the United States of America and are a Capital Stock investment.~~

~~(e)Includes assets that have not reached COD.~~

~~Interest Rate Swaps~~

Counterparty Pay / Receive
Floating Rate Floating Rate
Index Fixed Pay
Rate Payment
Frequency Maturity
Date Notional
Amount Value
Fifth Third Financial Risk Solutions Receive 1-MO-USD-LIBOR 2.261 % Monthly 2/29/2032 $ 15,035,939 $ 21,666
Fifth Third Financial Risk Solutions Receive 1-MO-USD-LIBOR 2.648 % Monthly 12/31/2038 25,582,317 (451,095)
Fifth Third Financial Risk Solutions Receive 1-MO-USD-LIBOR 2.965 % Monthly 12/31/2038 3,545,881 (143,994)
Fifth Third Financial Risk Solutions Receive 1-MO-USD-LIBOR 2.688 % Monthly 12/31/2034 30,855,021 (576,388)
Fifth Third Financial Risk Solutions Receive 1-MO-USD-LIBOR 1.642 % Monthly 6/30/2040 5,865,485 277,414
Canadian Imperial Bank of Commerce Receive USD-SOFR-COMPOUND 1.604 % Quarterly 6/30/2044 284,692,696 9,713,065
$ 8,840,668

~~The accompanying notes are an integral part of these consolidated financial statements.~~

~~GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES~~

~~CONSOLIDATED SCHEDULES OF INVESTMENTS~~

~~December 31, 2021~~

Investments in
controlled/affiliated portfolios Interest Maturity Shares or Principal Amount Cost Fair
Value
Percentage
of Net
Assets(a)
Other Wind Investments Portfolios 100% Ownership 56,638,076 58,770,864 4.1 %
Total Wind - 23.6% $ 321,509,864 $ 340,034,522 23.6 %
Other Investments
Other Portfolios (c) $ 35,034,396 $ 35,243,259 2.4 %
Total Other Investments - 2.4% $ 35,034,396 $ 35,243,259 2.4 %
Energy Efficiency in the United States
Other Energy Efficiency Portfolios (b) $ 668,736 $ 685,784 — %
Total Energy Efficiency - —% $ 668,736 $ 685,784 — %
Total Investments in controlled/affiliated portfolios $ 1,191,393,635 $ 1,335,063,419 92.5 %
Investments in non-controlled/non-affiliated portfolios
Secured Loans - Not readily marketable
Chaberton Loan 8.00% 9/30/2022 $2,247,962 $ 2,247,962 $ 2,247,962 0.2 %
Encore Loan 10.00% 1/31/2022 $3,058,527 3,058,527 3,058,527 0.2 %
Hudson Loan 8.00% 1/31/2022 $4,984,650 4,984,650 4,984,650 0.3 %
Hudson II Loan 8.00% 1/31/2022 $4,227,098 4,227,098 4,227,098 0.3 %
New Market Loan 9.00% 3/31/2022 $5,008,070 5,008,070 5,008,070 0.3 %
Shepherd's Run Loan 8.00% 9/30/2022 $8,751,528 8,751,528 8,751,528 0.6 %
SE Solar Loan 9.00% 3/31/2022 $5,008,304 5,008,304 5,008,304 0.3 %
Total Secured Loans - Not readily marketable - 2.2% $ 33,286,139 $ 33,286,139 2.2 %
Total Investments in non-controlled/non-affiliated portfolios $ 33,286,139 33,286,139 2.2 %
Investments in Money Market Funds
Allspring Treasury Plus Money Market Fund - Institutional Class $16,823,110 $ 16,823,110 16,823,110 1.2 %
Fidelity Government Portfolio - Class I $16,873,111 $ 16,873,111 16,873,111 1.2 %
First American Government Obligations Fund - Class X $16,823,111 $ 16,823,111 16,823,111 1.2 %

Investments in
controlled/affiliated portfolios Interest Maturity Shares or Principal Amount Cost Fair
Value
Percentage
of Net
Assets(a)
First American Government Obligations Fund - Class Z $50,000 $ 50,000 50,000 — %
JPMorgan US Government Money Market Fund - Class L $16,823,111 $ 16,823,111 16,823,111 1.2 %
Total Investments in Money Market Funds - 4.8% $ 67,392,443 $ 67,392,443 4.8 %
TOTAL INVESTMENTS: 99.5% $ 1,292,072,217 $ 1,435,742,001 99.5 %
LIABILITIES IN EXCESS OF OTHER ASSETS OTHER THAN INVESTMENTS: 0.5% 3,568,631 0.5 %
TOTAL NET ASSETS: 100.0% $ 1,439,310,632 100.0 %

~~(a)Percentages are based on net assets of $1,439,310,632 as of December 31, 2021.~~

~~(b)Includes capital leases and secured loans.~~

~~(c)Includes pre-acquisition and due diligence expenses.~~

~~(d)Includes the Canadian Northern Lights assets, which are located outside of the United States of America and are a Capital Stock investment.~~

~~(e)Includes assets that have not reached COD.~~

~~Interest Rate Swaps~~

Counterparty Pay / Receive Floating Rate Floating Rate Index Fixed Pay Rate Payment Frequency Maturity Date Notional Amount Value
Fifth Third Financial Risk Solutions Receive 1-MO-USD-LIBOR 2.261% Monthly 2/29/2032 $ 15,406,096 $ (767,195)
Fifth Third Financial Risk Solutions Receive 1-MO-USD-LIBOR 2.648% Monthly 12/31/2038 26,207,255 (1,899,786)
Fifth Third Financial Risk Solutions Receive 1-MO-USD-LIBOR 2.965% Monthly 12/31/2038 3,607,242 (378,543)
Fifth Third Financial Risk Solutions Receive 1-MO-USD-LIBOR 2.688% Monthly 12/31/2034 31,616,866 (2,294,124)
Fifth Third Financial Risk Solutions Receive 1-MO-USD-LIBOR 1.642% Monthly 6/30/2040 5,314,050 (106,475)
Canadian Imperial Bank of Commerce Receive USD-SOFR-COMPOUND 1.604% Quarterly 6/30/2044 284,692,696 (2,055,860)
$ (7,501,983)

~~The accompanying notes are an integral part of these consolidated financial statements.~~

c ont ents

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, ~~2022~~2023 (unaudited)

These Notes to the Consolidated Financial Statements were prepared under the Non-Investment Basis as of March 31, 2023 and for the three months ended March 31, 2023. 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 ~~“LLC”~~“Company”), is a Delaware limited liability company formed in December ~~2012,~~2012. The Company is an ~~externally managed~~ energy transition, renewable energy and investment management company that acquires, constructs and ~~manages income-generating~~operates renewable energy and energy efficiency projects, ~~and other energy-related businesses,~~ as well as finances the construction and/or operation of these and other sustainable development projects and ~~businesses.~~ businesses and provides through GCM investment management services to funds within the sustainable infrastructure and renewable energy industry. As of March 31, 2023, the Company’s fleet comprised 456 renewable energy projects with an aggregate power production capacity of approximately 3.4 GW when fully operational. As of March 31, 2023, GCM serves as the registered investment adviser of four funds in the sustainable and renewable energy industry.

The ~~LLC~~Company conducts substantially all its operations through its ~~wholly-owned subsidiary, Greenbacker Renewable Energy Corporation (“GREC”).~~

~~GREC is a Maryland corporation formed in November 2011, and the LLC currently holds all the outstanding shares of capital stock of GREC. GREC Entity HoldCo LLC (“GREC HoldCo”), a~~ wholly owned subsidiary, GREC. Until May 19, 2022, the Company was externally managed by GCM. As of ~~GREC, was formed in Delaware in June 2016. GREC Administration LLC~~ and ~~Danforth Shared Services LLC, both~~after May 19, 2022, 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, were formed in Delaware in January 2020~~GREC. The Company’s fiscal year-end is December 31.

The Company previously conducted continuous public offerings of Class A, C, and ~~May 2019, respectively. The use~~I shares of ~~“we”, “us”, “our”~~limited liability company interests, along with Class A, C, and ~~the “Company” refer, collectively,~~I shares pursuant to the ~~LLC, GREC, GREC HoldCo, GREC Administration LLC~~Company’s DRP. The public offerings were initially commenced in August 2013 and ~~Danforth Shared Services LLC. We~~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 currently offers the DRP pursuant to which shareholders may elect to have the full amount of cash distributions reinvested in additional shares. The Company also offers the SRP pursuant to which quarterly share repurchases are ~~externally managed~~conducted to allow shareholders to sell shares back to the Company.

Management Internalization

On May 19, 2022, the Company completed the Acquisition pursuant to which it acquired substantially all of the business and ~~advised by our~~assets, including intellectual property and personnel of its external advisor, ~~Greenbacker Capital Management LLC (the “Advisor” or “GCM”), a~~GCM, an investment management and energy transition, renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the ~~Investment~~ Advisers Act, Greenbacker Administration and certain other affiliated companies. All of ~~1940,~~the acquired businesses and assets were immediately thereafter contributed by the Company to GREC. As a result of the Acquisition, the Company operates as ~~amended (“Advisers Act”).~~a fully integrated and internally managed company with its own dedicated executive management team and other employees to manage its business and operations. The ~~LLC’s fiscal year-end is December 31.~~Company now operates with the capabilities of both an actively managed owner-operator of sustainable infrastructure and renewable energy businesses and as an active third-party investment manager of other funds within the sustainable infrastructure and renewable energy industry.

Pursuant to an initial Registration Statement filed in December 2011 (File No. 333-178786-01) and a second Registration Statement filed in February 2017 (File No. 333-211571), the LLC offered up to $1,000,000,000 in shares of limited liability company interests, or the shares, including up to $200,000,000 of shares pursuantRefer to the ~~LLC’s Distribution Reinvestment Plan (the “DRP”). Pursuant to the DRP, a shareholder owning publicly offered share classes may elect to have the full amount of cash distributions reinvested in~~Company’s 2022 Form 10-K which includes additional ~~shares. As of March 29, 2019, the LLC terminated its public offering~~detailed discussions of the shares as well as its privately offered Class P-A shares, which was subsequently reinstated as of October 18, 2020. While the LLC publicly offered three classes of shares: Classes A, C and I, as of December 31, 2021, the LLC was privately offering Classes P-A, P-I, P-D, P-T and P-S shares on a continuous basis. The publicly offered share classes had different selling commissions and dealer manager fees, and there is an ongoing distribution fee with respect to Class C shares. Following the termination of the LLC’s public offering of shares, the DRP continues to be available to existing investors who purchased shares as offered under the public offering.

As of June 4, 2019, pursuant to our Registration Statement on Form S-3D (File No. 333-231960), we offered a maximum of $10,000,000 in shares to our existing shareholders pursuant to the DRP. As of November 30, 2020, pursuant to our Registration Statement on Form S-3D (File No. 333-251021), the LLC was offering up to an additional $20,000,000 in Class A, C and I shares to our existing shareholders pursuant to the DRP. As of February 1, 2021, the DRP was amended to include all of the LLC's privately offered share classes, and thus is available to all investors as is the LLC's Share Repurchase Program (the "SRP"). As of March 17, 2022, the Company is closed to new equity capital and is no longer offering shares except pursuant to the DRP.

As of March 31, 2022, the Company has made solar, wind, biomass, battery storage, and energy efficiency investments in 15 portfolios domiciled in the United States and in Canada, as well as 6 secured loan investments in the United States (See Note 3. Investments). As of December 31, 2021, the Company had made solar, wind, biomass, battery storage, and energy efficiency investments in 14 portfolios domiciled in the United States and in Canada, as well as 7 secured loan investments in the United States.Acquisition.

Note 2. Significant Accounting Policies

Basis of Presentation

~~The~~Since inception and prior to the Acquisition, the Company’s ~~consolidated~~historical financial statements ~~are~~were prepared using the investment company basis of accounting in accordance with ~~U.S. generally accepted accounting principles (“GAAP”), which~~ASC 946. ASC 946, or Investment Basis, requires that if there is a subsequent change in the ~~use~~purpose and design of ~~estimates, assumptions and~~an entity, the ~~exercise~~entity should reevaluate its status as an investment company. As a result of ~~subjective judgment as to future uncertainties. Actual results could differ from those estimates, assumptions and judgments. Significant items subject to such estimates will include determining~~ the ~~fair value of investments, revenue recognition, income tax uncertainties~~Acquisition and other ~~contingencies. The consolidated financial statements~~steps taken by the Company to transition the focus of the Company include the accounts of the LLC and its consolidated subsidiaries, GREC, GREC HoldCo, and GREC Administration LLC and Danforth Shared Services LLC, both of which provide administrative servicesCompany’s business from being an investor in clean energy projects to ~~the Company. All intercompany accounts and transactions have been eliminated.~~a diversified independent power producer coupled with an investment management

125

~~Note 2. Significant Accounting Policies~~ ~~(cont.)~~T able of c ont ents

business, the Company no longer exhibits the fundamental characteristics of, and no longer qualifies as, an investment company. The ~~Company’s consolidated financial statements are prepared using~~Company discontinued applying the ~~specialized accounting principles~~guidance in ASC 946 and began to account for the change in status prospectively in accordance with Non-Investment Basis as of ~~Accounting Standards Codification Topic 946, Financial Services—Investment Companies (“ASC Topic 946”)~~the date of the change in status, or May 19, 2022 (the closing date of the Acquisition). In accordance with this specialized accounting guidance, the Company recognizes and carries all its investments, including investments in the underlying operating entities, at fair value with changes in fair value recognized in earnings. Additionally, the Company will not apply the equity method of accounting to its investments. The Company carries its liabilities at amounts payable, net of unamortized premiums or discounts. The Company does not currently plan to elect to carry its non-investment liabilities at fair value. Net assets are calculated as the carrying amounts of assets, including the fair value of investments, less the carrying amounts of its liabilities.

The financial information associated with the March 31, 2022 consolidated financial statements has been prepared by management and, in the opinion of management, contains all adjustments and eliminations necessary for a fair presentation in accordance with GAAP.

~~Basis of Consolidation~~

~~As provided under Regulation S-X and~~ ASC ~~Topic~~ 946, the Company will generally not consolidate its investment in a company other than a wholly owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidates in its consolidated financial statements the accounts of certain wholly owned subsidiaries that meet the criteria. All significant intercompany balances and transactions have been eliminated in consolidation.

~~Cash and Cash Equivalents~~

Cash consists of demand deposits at a financial institution. Such deposits may be in excess of the Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in any such accounts.

~~As of March 31, 2022, the Company had $16,747,819 in cash presented on the Consolidated Statements of Assets and Liabilities. As of March 31, 2022, the Company did not hold any cash equivalents.~~

~~Restricted Cash~~

~~Restricted cash consists of cash accounts or letters of credit that are restricted for use on specific investments. As of March 31, 2022, restricted cash included $35,967,698 of collateral related to the ongoing construction of certain of the Company's pre-operational assets.~~

~~Foreign Currency Translation~~

The accounting records of the Company are maintained in U.S. Dollars. The fair value of investments and other assets and liabilities denominated in non-U.S. currencies are translated into U.S. Dollars using the exchange rate at the end of each reporting period. Amounts related to the purchases and sales of investments, investment income and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions.

Net unrealized currency gains and losses arising from valuing foreign currency-denominated assets and liabilities at the current exchange rate are reflected as part of Net change in unrealized appreciation (depreciation) on Foreign currency translation in the Consolidated Statements of Operations.

Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.

~~Valuation of Investments at Fair Value~~

Accounting Standards Codification Topic 820, Fair Value Measurement (“ASC Topic 820”) defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value. The Company recognizes and accounts for its investments at fair value. The fair value of the investments does not reflect transaction costs that may be incurred upon disposition of the investments.

~~Note 2. Significant Accounting Policies~~ ~~(cont.)~~

~~transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability.~~

The Advisor has established procedures to estimate the fair value of its investments that the Company’s Board of Directors has reviewed and approved. To the extent that such market data is available, the Company will use 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 will use 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.

~~The Company considers investments in money market funds to be short-term investments. Short-term investments are stated at cost, which approximates fair value.~~

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.

Prior to the second quarter of 2020, fair value for pre-operational assets was approximated using the cost approach. Beginning in the second quarter of 2020, our Advisor expanded the criteria whereby certain pre-operational assets are identified and qualified for the income approach, rather than the cost approach, for approximating fair value. Currently, we consider all owned 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,~~at the ~~most significant information~~date of the change in status shall be the investment's initial carrying amount on a Non-Investment Basis.

The Company's Consolidated Financial Statements for the period beginning on May 19, 2022 are prepared on a consolidated, Non-Investment Basis to include the financial position, results of operations, 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 estimated fair values will not necessarily represent the amounts that may be ultimately realized due to the occurrence or non-occurrence of future circumstances that cannot be reasonably determined. Because of the ~~inherent uncertainty~~Company and its consolidated subsidiaries rather than on an Investment Basis. This change in status and the accompanying accounting policies affect the comparability of the ~~valuation~~Consolidated Financial Statements as of ~~the investments, the estimate of fair values may differ significantly from the value that would have been used had a broader market~~and for the ~~investments existed.~~historical periods as presented in this Quarterly Report.

The authoritative accounting guidance prioritizes the use of market-based inputs over entity-specific inputs and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation. The three levels of valuation hierarchy are defined as follows:

~~Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets.~~

Level 2: Other significant observable inputs that are sourced either directly or indirectly from publications or pricing services, including dealer or broker markets, for identical or comparable assets or liabilities. Generally, these inputs should be widely accepted and public, non-proprietary and sourced from an independent third party.

~~Level 3: Inputs derived from a significant amount of unobservable market data and derived primarily through the use of internal valuation methodologies.~~

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls will be determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of an input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.

~~Note 2. Significant Accounting Policies~~ ~~(cont.)~~

~~Calculation of Net Asset Value~~

~~Net asset value ("NAV") by share class is calculated by subtracting total liabilities for each class from the total carrying amount of all assets for that class, which~~As such, this Quarterly Report includes the ~~fair value~~following:

Non-Investment Basis

•Consolidated Balance Sheets as of ~~investments. Net asset value per share is calculated by dividing net asset value for each class by the total number~~March 31, 2023 (unaudited) and December 31, 2022

•Consolidated Statement of ~~outstanding common shares for that class on the reporting date. For purposes of calculating our NAV, we carry all liabilities at cost.~~

~~Earnings per Share~~

In accordance with the provisions of ASC Topic 260—Earnings per Share (“ASC Topic 260”), basic earnings per share is computed by dividing earnings available to common members by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.

~~The following information sets forth the computation of the weighted average basic and diluted net increase in net assets attributed to common members per share and net investment income per share~~Operations for the three months ended March 31, ~~2022 and~~2023 (unaudited)

•Consolidated Statement of Comprehensive Income (Loss) for the three months ended March 31, ~~2021.~~ 2023 (unaudited)

For the three months ended March 31,
2022 For the three months ended March 31,
2021
Basic and diluted
Net investment income $ 2,804,766 $ 1,010,087
Net increase in net assets attributed to common members $ 20,834,984 $ 3,725,682
Net investment income per share $ 0.02 $ 0.01
Net increase in net assets attributed to common members per share $ 0.12 $ 0.04
Weighted average common shares outstanding 172,432,429 85,937,169

~~Revenue Recognition~~

To the extent the Company expects to collect such amounts, interest income is recorded on an accrual basis. If there is reason to doubt an ability to collect such interest, interest receivable on loans•Consolidated Statement of Redeemable Noncontrolling Interests and debt securities is not accrued for accounting purposes. Original issue discounts, market discounts or market premiums are accreted or amortized using the effective interest method as interest income. Prepayment premiums on loans and debt securities are recorded as interest income when received. Any application, origination or other fees earned by the Company in arranging or issuing debt are amortized over the expected term of the loan.

Loans are placed on non-accrual status when principal and interest are 90 days or more past due, or when there is a reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are generally restored to accrual status when past due and principal and interest is paid and, in management’s judgment, is likely to remain current.

Dividend income is recorded when dividends are declared and determined that collection is probable. The timing and amount of dividend income is determined on at least a quarterly basis. This process includes an analysis at the individual project company level based on cash available from operations and working capital neededEquity for the ~~project company operations. Dividend income from our privately held, equity investments is recognized when approved. On a quarterly basis at a minimum, dividends received from~~three months ended March 31, 2023 (unaudited)

•Consolidated Statement of Cash Flows for the ~~Company’s project companies, which generally reflect net cash flow from operations, are declared, accrued and paid.~~

~~Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments~~

Without regard to unrealized appreciation or depreciation previously recognized, realized gains or losses will be measured as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset. Net change in unrealized appreciation or depreciation will reflect the change in investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.three months ended March 31, 2023 (unaudited)

~~Note 2. Significant Accounting Policies~~ •~~(cont.)~~

~~Payment-in-Kind~~

~~For loans and debt securities with contractual payment-in-kind interest, if the fair value of the investment indicates that such interest is collectible, any interest will be added~~Notes to the ~~principal balance of such investments and be recorded as income.~~Consolidated Financial Statements (unaudited)

~~Distribution Policy~~Investment Basis

Distributions to members, if any, will be authorized and declared by our Board of Directors quarterly in advance and paid monthly. 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 shares at the same time. The cash distributions paid to the shareholder with respect to the Class C, P-S and P-T shares will be lower than the cash distributions with respect to the LLC’s other share classes because of the distribution fee associated with the Class C, P-S and P-T shares, which is allocated specifically to these classes' net assets. Amounts distributed to each class are allocated amongst the holders of the shares in such class in proportion to their shares. Distributions declared by our Board of Directors are recognized as distribution liabilities on the ex-dividend date.

~~Organization and Offering Costs~~

Organization and offering costs (“O&O costs”), other than sales commissions and the dealer manager fee, were initially paid by our Advisor and/or dealer manager on behalf of the Company in connection with its formation and the offering of its shares pursuant to now-terminated Registration Statements on Form S-1 (File No. 333-178786-01 and File No. 333-211571, respectively).

The Company was obligated to reimburse our Advisor for O&O costs that it incurred on behalf of the Company, in accordance with the advisory agreement. However, with respect to the Company’s public offerings, the aggregate of selling commissions, dealer manager fees and the other O&O costs borne by the Company was not to exceed 15% of gross offering proceeds.

Offering costs incurred by our Advisor in conjunction with the offering of shares of Class P-A, P-S, P-T and P-D under our private placement memoranda are subject to the reimbursement by the Company up to 0.50% (50 basis points) of gross offering proceeds for each such class of shares.

The costs incurred by our Advisor and/or dealer manager are recognized as a liability of the Company to the extent that the Company is obligated to reimburse our Advisor and/or dealer manager. When recognized by the Company, organizational costs are expensed and offering costs, excluding selling commissions and dealer manager fees, are recognized as a reduction of the proceeds from the offering. As of March 31, 2022, $1,155,017 in O&O costs were incurred by our Advisor with respect to the Company's offering, of which $347,104 is a current payable and $807,913 was reimbursed to the Advisor.

~~Financing Costs~~

Financing costs incurred by the Company for the issuance of debt liabilities are deferred and amortized using the straight-line method over the life of the debt liability. Financing costs related to debt liabilities incurred by the Company are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the carrying amount of that debt liability.

~~Return of Capital Receivable~~

For operational assets, if the project company has inadequate cash to fund day-to-day expenses, the Company will loan funds to that project company through an investment. Once the project company has adequate cash, they will repay the loan by sending a return of capital distribution. As of March 31, 2022 and December 31, 2021, a return of capital receivable of $4,038,614 and $654,622, respectively was recorded on the Consolidated Statements of Assets and Liabilities.

~~Performance Participation Fee~~

Under the Operating Agreement, the incentive fee payable by the Company was simplified to be structured with two components: the performance participation fee and the liquidation performance participation fee (each as defined in Note 5. Related Party Agreements and Transaction Agreements). The performance participation fee is based on the Company's total return amount during the relevant calculation period. The calculation of the performance participation fee is further detailed in Note 5. Related Party Agreements and Transaction Agreements. The performance participation fee is accounted for and classified as an operating expense and reflected as the Performance participation fee on the Consolidated Statements of Operations. Under the Operating Agreement, a Performance participation fee payable of $384,065 and $3,359,269 was recorded as of March 31, 2022 and December 31, 2021, respectively, in the Consolidated Statements of Assets and Liabilities. The

~~Note 2. Significant Accounting Policies~~ •~~(cont.)~~

~~Performance participation fee recorded on the~~ Consolidated Statements of Operations for the three months ended March 31, 2022 ~~and March 31, 2021 is $384,065 and nil, respectively.~~(unaudited)

~~Deferred Sales Commissions~~

~~The Company defers certain costs, principally sales commissions and related compensation, which are paid to the dealer manager and may be reallowed to financial advisors and broker-dealers~~•Consolidated Statements of Changes in the future in connection with the sale of shares sold with a reduced front-end load sales charge and a trail fee. The costs expected to be incurred at the time of the sale of the Class C shares are recorded as a liability on the date of sale and represents the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of (1) when the maximum amount of sales commission and related compensation is reached under regulatory regulations; (2) the date which approximates an expected liquidity eventNet Assets for the Company; or (3) the expected holding period of the investment. The costs expected to be incurred at the time of the sale of the Class P-T and Class P-S shares are recorded as a liability on the date of sale and represents the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of (1) the date which approximates an expected liquidity event for the Company; or (2) the expected holding period of the investment. The estimated amount of the liability can be updated as management's assumption surrounding an expected liquidity event changes or if the maximum of sales-related commissions and costs under regulatory regulations is attained. As ofthree months ended March 31, 2022 ~~and December 31, 2021, the Company recorded a liability for deferred sales commissions in the amount of $4,319,552 and $4,626,626, respectively.~~(unaudited)

~~Reclassifications~~

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

~~Derivative Instruments~~

The Company may utilize interest rate swaps to modify interest rate characteristics of existing debt obligations to manage interest rate exposure. These are recorded at fair value either as assets or liabilities in the accompanying •Consolidated Statements of ~~Assets~~Cash Flows for the three months ended March 31, 2022 (unaudited)

•Notes to the Consolidated Financial Statements (unaudited)

Refer to the Company’s 2022 Form 10-K, which includes additional detailed discussions of the Acquisition and ~~Liabilities~~its impact on the Company’s Significant Accounting Policies.

Basis of Consolidation

The Consolidated Financial Statements and related notes have been prepared on the Non-Investment Basis of accounting in accordance with ~~changes~~U.S. GAAP and in conformity with the rules and regulations of the SEC applicable to financial information. 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 VIE under U.S. GAAP as discussed further below.

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 ~~interest rate swaps during the period recognized as either an unrealized appreciation or depreciation~~derivative financial instruments presented in the ~~accompanying~~Company’s Consolidated ~~Statements~~Balance Sheets or (b) the revenue otherwise expected to be earned under the terms of ~~Operations. On~~ the ~~expiration, termination or settlement~~PPAs had the relevant offtakers performed their obligations. The Company manages this credit risk by maintaining a diversified portfolio of a derivatives contract, the Company generally records a gain or loss. When there is a master netting agreement with a financial institution, any gain or loss on interest rate swaps with the same financial institution are netted for financial statement presentation.creditworthy counterparties.

The ~~fair value~~Company determines which customers, if any, comprise over ten percent of ~~interest rate swap contracts open as of March 31, 2022 is included on the Consolidated Schedule of Investments by contract.~~either revenue or accounts receivable. For the three months ended March 31, ~~2022,~~2023, the Company had one customer from which revenue was 13.4% of total revenue. For

T able of c ont ents

the three months ended March 31, 2023, the Company had one customer from which the receivable balance was 10.7% of total accounts receivable. No one customer receivable balance represented ten percent or more of accounts receivable as of December 31, 2022.

Refer to Note 12. Derivative Instruments and Note 4. Revenue for further details.

Recently Issued Accounting Pronouncements

Effective January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), subsequently amended by ASU No. 2018-19 and ASU No. 2019-10, which provides financial statement users with more useful information about the current expected credit losses, and changes how entities measure credit losses on financial instruments and the timing of when such losses are recognized by utilizing a lifetime expected credit loss measurement. The adoption of this ASU did not have a material impact on the Company’s ~~average notional exposure~~Consolidated Financial Statements and related disclosures.

Effective January 1, 2023, the Company adopted ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the effects of Reference Rate Reform on Financial Reporting,” which provides companies with optional financial reporting alternatives to ~~interest~~reduce the cost and complexity associated with the accounting for contracts and hedging relationships affected by reference rate ~~swap~~reform. The amendments apply to contracts ~~was $60,929,557.~~and hedging relationships that reference the LIBOR or another reference rate to be discontinued because of reference rate reform. The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.

In March 2023, the FASB issued ASU No. 2023-01, Lease (Topic 842): Common Control Arrangements, which amends the accounting for leasehold improvements in common-control arrangements for all entities. The amendment in this update is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the impact of the ASU and the effect on its Consolidated Financial Statements and related disclosures.

Changes to U.S. GAAP are established by the FASB in the form of ~~Assets~~ASUs to the FASB Accounting Standards Codification. ASUs issued which are not specifically listed above, were assessed and ~~Liabilities – Fair Values of Derivatives at March 31, 2022~~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.

Asset Derivatives Liability Derivatives
Risk Exposure Consolidated Statement
of Assets and Liabilities
Location Fair Value Consolidated Statement
of Assets and Liabilities
Location Fair Value*
Swaps
Interest Rate Risk Swap contracts, at fair value $ 9,713,065 Swap contracts, at fair value $ 872,397
$ 9,713,065 $ 872,397

*~~Reflects~~Note 3. Acquisitions

For acquisitions in which the ~~net~~Company acquires assets, including intangible assets, and assumes liabilities that do not constitute a business, the amount of the ~~interest rate swaps with Fifth Third Financial Risk Solutions.~~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.

During the three months ended March 31, 2023, the Company acquired membership interests in 12 renewable energy projects, all of which were either in development or under construction, for total consideration of $31.5 million. The purchase price of the assets acquired during the three months ended March 31, 2023 has been allocated on a relative fair value basis to Property, plant and equipment, net on the Consolidated Balance Sheets.

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. As of March 31, 2023 and December 31, 2022, the Company has recorded a liability of $24.5 million and $25.9 million, respectively, within Contingent consideration, current on the Consolidated Balance Sheets related to these agreements.

Note 4. Revenue

Disaggregation of Revenue

The following table provides information on the disaggregation of revenue as recorded in the Consolidated Statement of Operations:

177

~~Note 2. Significant Accounting Policies~~ ~~(cont.)~~T able of c ont ents

~~Consolidated Statements of Assets and Liabilities – Fair Value of Derivatives at December 31, 2021~~


			~~Asset Derivatives~~			~~Liability Derivatives~~For the three months ended March 31, 2023
~~Risk Exposure~~Energy sales			Consolidated Statement of Assets and Liabilities Location	~~Fair Value~~		Consolidated Statement of Assets and Liabilities Location	Fair Value*
~~Swaps~~
~~Interest Rate Risk~~			~~Swap contracts, at fair value~~	$	—31,876,134
~~Swap contracts, at fair value~~RECs and other incentives	5,918,307
Investment Management revenue	1,925,989
Other revenue	1,499,979
Contract amortization, net	(4,993,445)
Total revenue	36,226,964
Less: Contract amortization, net	4,993,445
Less: Lease revenue	(2,632,923)
Less: Investment, dividend and interest income	(1,381,812)
Total revenue from contracts with customers	$	~~7,501,983~~
				$	—		$	~~7,501,983~~37,205,674

*Contract~~Reflects the net amount of the interest rate swaps with Fifth Third Financial Risk Solutions.~~Amortization

~~The effect of derivative instruments on the Consolidated Statements of Operations~~

Risk Exposure Change in net unrealized depreciation on derivative transactions for the three months ended March 31,
2022 Change in net unrealized depreciation on derivative transactions for the three months ended March 31,
2021
Swaps
Interest Rate Risk $ 16,342,650 $ 3,739,027
$ 16,342,650 $ 3,739,027

Risk Exposure Other expenses for the three months ended March 31,
2022 Other expenses for the three months ended March 31,
2021
Swaps
Interest Rate Risk $ 466,870 $ 493,816
$ 466,870 $ 493,816

~~By using derivative instruments, the Company is exposed~~Intangible assets and out-of-market contracts recognized from PPAs and REC contracts assumed through acquisitions related to the ~~counterparty’s credit risk -~~sale of energy in future periods for which the ~~risk that derivative counterparties may not perform in accordance with~~fair value has been determined to be less (more) than market are amortized to revenue over the ~~contractual provisions offset~~term of each underlying contract on a straight-line basis.

Contract Balances

Company billing practices are dictated by the ~~value of any collateral received. The Company’s exposure to credit risk associated with counterparty non-performance is limited to collateral posted~~contract terms and ~~the unrealized gains inherent~~are typically done in such transactions that are recognized in the Consolidated Statements of Assets and Liabilities. As appropriate, the Company minimizes counterparty credit risk through credit monitoring procedures and managing margin and collateral requirements.

During December 2021, the Company entered into an agreement with Canadian Imperial Bank of Commerce for the purpose of hedging our investment in a pre-operating solar facility that the Company has contracted to acquire. The derivative instrument has a trade date of December 15, 2021, an effective date of March 31, 2024 and an initial notional amount of $284,692,696. The fixed rate is 1.60%. Per the terms of the agreement, the swap is contingent on the transaction closing. While the transaction has not yet closed, in order to lock in the terms, the Company made a payment forarrears based upon the amount of ~~$5,000,000 to be maintained as cash collateral. As of March 31, 2022 and December 31, 2021, this cash collateral is recorded in Other assets~~power delivered in the ~~Consolidated Statements of Assets and Liabilities.~~

Regarding our investment in the Canadian Northern Lights assets included in the Other Commercial Solar Portfolios, we have foreign currency risk related to our revenue and operating expenses, which are denominated in Canadian Dollars as opposed to U.S. Dollars.

~~Note 2. Significant Accounting Policies~~ ~~(cont.)~~

~~Income Taxes~~

The LLC intends to operate so that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code. As such, it will not be subject to any U.S. federal and state income taxes. In any year, it is possible that the LLC will not meet the qualifying income exception and will not qualify to be treated as a partnership. If the LLC does not meet the qualifying income exception, the members would then be treated as stockholders in a corporation, and the Company would become taxable as a corporation for U.S. federal income tax purposes under the Internal Revenue Code. The LLC would be required to pay income tax at corporate rates on its net taxable income. To the extent of the Company’s earnings and profits, and the payment of the distributions would not be deductible by the LLC, distributions to members from the LLC would constitute dividend income taxable to such members.

The LLC plans to conduct substantially all its operations through its wholly owned subsidiary, GREC, which is a corporation that is subject to U.S. federal, state, and local income taxes. Accordingly, most of its operations will be subject to U.S. federal, state, and local income taxes. As of March 31, 2022, including territories and provinces, the portfolio resides in 36 jurisdictions.

Income taxes are accounted for under the assets and liabilities method. Deferred tax assets and liabilities are recorded for the estimated future tax consequences attributable to differences between items that are recognized in the consolidated financial statements and tax returns in different years. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

For income tax benefits to be recognized, including uncertain tax benefits, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of the benefit that is more likely than not to be realized upon ultimate settlement. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties associated with income taxes, if any, will be recognized in general and administrative expense.prior period.

The Company ~~does~~did not consolidate its investments for financial statements; rather, it accounts for its investments at fair value under the specialized accounting of ASC Topic 946. The tax attributes of the individual investments will be considered and incorporated in the Company’s fair value estimates for those investments. The amounts recognized in the consolidated financial statements for unrealized appreciation and depreciation will result in a difference between the consolidated financial statements and the cost basis of the assets for tax purposes. These differences will be recognized as deferred tax assets and liabilities. Generally, the entities that hold the Company’s investments will be included in the consolidated tax return of GREC and the differences between the amounts recognized for financial statement purposes and the tax return will be recognized as additional deferred tax assets and liabilities.

~~The Company follows the authoritative guidance on accounting for uncertainty in income taxes and has concluded it has no material uncertain tax positions to be recognized at this time.~~

The Company assessed its tax positions for all open tax years as of March 31, 2022 for all U.S. federal and state tax jurisdictions for the years 2015 through 2021. The results of this assessment are included in the Company’s tax provision and deferred taxrecord any contract assets as of March 31, ~~2022.~~2023 and December 31, 2022, as none of its rights to payment were subject to a particular event other than passage of time. Included within the Accounts receivable balance on the Consolidated Balance Sheets, the Company had a receivable balance of $18.5 million and $19.0 million, related to contracts with customers as of March 31, 2023 and December 31, 2022, respectively.

The ~~effective tax rate~~Company has contract liabilities related to amounts received in advance from certain PPA customers upon the related solar projects reaching COD. As of March 31, 2023, the Company recorded $2.9 million of contract liabilities in Other noncurrent liabilities in the Consolidated Balance Sheets. As of December 31, 2022, the Company recorded $0.7 million of contract liabilities in Other current liabilities in the Consolidated Balance Sheets. The Company’s amortization due to contract liabilities was not material for the three months ended March 31, ~~2022 is 21.3%. The primary items giving rise~~2023.

Costs to ~~the difference between the 21.0% statutory rate and the 21.3% effective tax rate are primarily state taxes and federal tax credits.~~Obtain a Contract

The ~~effective tax rate~~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 $1.6 million and $1.6 million, in costs to obtain a contract as of March 31, 2023 and December 31, 2022, respectively. The Company’s amortization related to costs to obtain a contract were not material for the three months ended March 31, ~~2021 is 32.3%. The primary items giving rise~~2023.

Remaining Performance Obligations

Remaining performance obligations represent fixed contracted revenue related to the ~~difference between~~Company's commitment to deliver a certain number of RECs in the ~~21.0% statutory rate~~future that has not been recognized, which includes amounts that will be billed and recognized as revenue in future periods. As of March 31, 2023, the ~~32.3% effective tax rate are primarily state taxes and 2020 provision~~Company had $16.0 million of remaining performance obligations. The following table includes the approximate amounts expected to ~~return adjustments.~~

~~The guidance under FASB Codification ASC 740-10-270-30 establishes the methodology, including the use~~be recognized related to remaining performance obligations as of an estimated annual effective tax rate, to determine income tax expense (or benefit) in interim financial reporting. ASC 740-10-270-18 provides, in part, if a reliable estimate cannot be made, the actual effective rate for the year to date may be the best estimate of the annual effective rate. Due to the inability to reasonably estimate an annual effective rate, the actual year to date effective rate is being used to determine the income tax provision for the current periods.March 31:

198

T able of c ont ents


	Amount
2023	$	4,511,465
2024	4,899,377
2025	1,894,021
2026	1,762,074
2027	695,136
Thereafter	2,196,087
Total	$	15,958,160

Note ~~3. Investments~~5. Variable Interest Entities

Consolidated Variable Interest Entities

The ~~composition~~Company assesses entities for consolidation in accordance with ASC Topic 810, Consolidation (“ASC 810”) and consolidates entities that are VIEs for which the Company has been designated as the primary beneficiary. The Company did not recognize any gain or loss on the initial consolidation of any of its VIEs.

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 17. 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 March 31, 2023 and December 31, 2022, the Company consolidated each tax equity partnership for which it is the managing member and considered the primary beneficiary. The assets and liabilities of the ~~Company’s investments~~consolidated tax equity partnerships totaled approximately $1.3 billion and $213.3 million, respectively, as of March 31, ~~2022 by geographic region, at cost~~2023. The assets and ~~fair value, were as follows:~~

Investments
at Cost Investments
at Fair
Value Fair Value
Percentage
of Total
Portfolio
United States:
East Region $ 421,079,862 $ 472,394,045 29.8 %
Mid-West Region 282,830,015 303,625,552 19.1
Mountain Region 291,594,393 318,062,970 20.1
South Region 108,304,041 114,636,189 7.2
West Region 258,797,791 307,996,886 19.4
Total United States $ 1,362,606,102 $ 1,516,715,642 95.6 %
Canada: 1,603,136 1,775,010 0.1
Money Markets: 67,444,619 67,444,619 4.3
Total $ 1,431,653,857 $ 1,585,935,271 100.0 %

~~The composition~~liabilities of the ~~Company’s investments~~consolidated tax equity partnerships totaled approximately $1.3 billion and $215.3 million, respectively, as of December 31, ~~2021 by geographic region, at cost~~2022. The assets largely consisted of property, plant and equipment, and the liabilities primarily consisted of the out-of-market contracts.

Unconsolidated Variable Interest Entities

On November 18, 2022, GREC sold its investment in GDEV to an unrelated third party. As of March 31, 2023, GDEV GP held 3.70% of the interests in GDEV. The Company has determined that it is no longer the primary beneficiary of GDEV. Therefore, the Company no longer consolidates GDEV. After the deconsolidation, management has determined that the Company can still exert significant influence over operating and financial policies because of its ownership of GDEV GP. Accordingly, the Company accounts for its investment in GDEV as an equity method investment and has elected the fair value ~~were~~option, as ~~follows:~~

Investments
at Cost Investments
at Fair
Value Fair Value
Percentage
of Total
Portfolio
United States:
East Region $ 376,929,916 $ 444,160,983 30.9 %
Mid-West Region 222,573,610 233,427,679 16.3
Mountain Region 268,907,355 286,693,236 20.0
South Region 105,516,478 111,030,877 7.7
West Region 249,149,279 291,286,897 20.3
Total United States $ 1,223,076,638 $ 1,366,599,672 95.2 %
Canada: 1,603,136 1,749,886 0.1
Money Market Funds: 67,392,443 67,392,443 4.7
Total $ 1,292,072,217 $ 1,435,742,001 100.0 %

management deems fair value to be more relevant than historical cost. The ~~composition~~Company’s maximum exposure to loss as a result of its involvement with GDEV is equal to $2.9 million, which is the sum of the Company’s ~~investments~~existing investment in GDEV and the remaining commitments to GDEV, less the portion attributable to the noncontrolling interest in GDEV GP.

On November 15, 2022, the Company through its majority owned subsidiary GDEV GP II made an investment in GDEV II totaling $0.3 million. 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 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 $1.5 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.

T able of c ont ents

During February 2016, Aurora Solar was formed. As of March 31, 2023, 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 value of its investment in Aurora Solar.

During September 2021, OYA-Rosewood, previously OYA Solar, was formed. As of March 31, 2023, the Company’s investment represented approximately 50.00% of OYA-Rosewood’s issued and outstanding equity shares. The Company determined that OYA-Rosewood 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-Rosewood. The Company can exert significant influence over operating and financial policies because of its ownership interest in OYA-Rosewood. Accordingly, the Company accounts for its investment in the preferred shares of OYA-Rosewood 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 March 31, ~~2022 by industry, at cost~~2023, includes the current value of its investment in OYA-Rosewood, the Company’s remaining unfunded commitments to OYA-Rosewood of $4.8 million, and the guaranteed amounts discussed in the following paragraphs. Pursuant to the amended and restated limited liability company agreement of OYA-Rosewood, 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. The Company considers it remote that it would be required to make payments under any of these guarantees. Since the Company has elected the fair value ~~were as follows:~~

Investments
at Cost Investments
at Fair
Value Fair Value
Percentage
of Total Portfolio
Battery Storage (2)
$ 16,458,726 $ 15,565,291 1.0 %
Biomass 24,479,299 12,690,189 0.8
Commercial Solar (1)(2)
952,940,120 1,096,497,383 69.1
Wind 324,914,770 347,055,192 21.9
Other Investments 44,802,587 46,054,008 2.9
Energy Efficiency 613,736 628,589 —
Money Market Funds 67,444,619 67,444,619 4.3
Total $ 1,431,653,857 $ 1,585,935,271 100.0 %

~~Note 3. Investments~~ ~~(cont.)~~

~~(1)~~ ~~Includes loans~~option to account for its investment in the ~~amount~~preferred shares of ~~$40,786,951.~~

~~(2)~~ ~~Includes assets that have not reached COD.~~

~~The composition~~OYA-Rosewood, the Company is also required to measure all of ~~the Company’s investments as of December 31, 2021 by industry,~~its other financial interests in OYA-Rosewood at ~~cost and~~ fair value, ~~were as follows:~~

Investments
at Cost Investments
at Fair
Value Fair Value
Percentage
of Total
Portfolio
Battery Storage (2)
$ 11,288,841 $ 10,747,811 0.7 %
Biomass 24,533,222 17,184,912 1.2
Commercial Solar (1)(2)
831,644,715 964,453,270 67.2
Wind 321,509,864 340,034,522 23.7
Other Investments 35,034,396 35,243,259 2.5
Energy Efficiency 668,736 685,784 —
Money Market Funds 67,392,443 67,392,443 4.7
Total $ 1,292,072,217 $ 1,435,742,001 100.0 %

~~(1)~~ ~~Includes loans in the amount of $33,286,139.~~

~~(2)~~ ~~Includes assets that have not reached COD.~~

~~Investments held as~~including these guarantees. As of March 31, ~~2022~~2023 and December 31, ~~2021~~2022, the Company has determined that the fair value of the guarantees is nil.

Three subsidiaries of OYA-Rosewood have entered into tax equity partnerships with investor members. The Company, along with the parent company of the other 50.00% member of OYA-Rosewood, provided guarantees to the tax equity investor members for the payment and performance of all obligations of these subsidiaries under the partnership documents as well as affiliate contracts. In two of these arrangements, the tax equity investor members are ~~considered Control Investments, which are defined as investments in companies~~required to make demand for payment or performance of the guaranteed obligations by the parent company of the other 50.00% member prior to making a demand from the Company for payment or performance of the guaranteed obligations. Two of the three 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 the 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 $21.3 million, with certain exceptions in which case the limit would not apply. The guarantees will remain in full force and effect until the termination of the limited liability company agreements of the tax equity partnerships, the transfer of the tax equity investor members’ membership interests, and/or the obligations under the guarantees are performed in full, depending on the specific terms of the guarantee.

In addition, certain subsidiaries of OYA-Rosewood have entered into loan agreements with certain financial institutions. The Company has 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-Rosewood has also provided a guarantee to the financial institutions, and the Company ~~owns 25% or more~~is only obligated to perform in the event that the parent company of the ~~voting securities of such company,~~other 50.00% member fails to perform under its guarantees. The guarantees do not have ~~greater than 50% representation on such company’s Board of Directors, or are investments in limited~~maximum liability ~~companies for which~~amounts, and therefore the Company ~~serves as managing member.~~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 guarantees are expected to terminate on the maturity dates of the loans in 2028 and 2029.

Note 4.6. 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 ~~value measurements~~values of ~~investments, by major class,~~the Company's financial assets and liabilities as of March 31, ~~2022, according to~~2023 and the basis for determining their fair ~~value hierarchy:~~

Valuation Inputs
Level 1 Level 2 Level 3 Fair Value
Limited Liability Company Member Interests $ — $ — $ 1,475,603,051 $ 1,475,603,051
Capital Stock — — 1,775,010 1,775,010
Energy Efficiency Secured Loans — — 325,640 325,640
Secured Loans - Other — — 40,786,951 40,786,951
Money Market Funds 67,444,619 — — 67,444,619
Total $ 67,444,619 $ — $ 1,518,490,652 $ 1,585,935,271
Other Financial Instruments*
Open swap contracts - assets $ — $ 9,713,065 $ — $ 9,713,065
Open swap contracts - liabilities $ — $ (872,397) $ — $ (872,397)
Total $ — $ 8,840,668 $ — $ 8,840,668

* Other financial instruments are derivatives, such as futures, forward currency contracts, and swaps. These instruments are reflected at the unrealized appreciation (depreciation) on the instrument.values:

2110

~~Note 4. Fair Value Measurements - Investments~~ ~~(cont.)~~T able of c ont ents


	Fair Value as of March 31, 2023
		Level 1		Level 2		Level 3		Total
Derivative assets		$	—	$	151,856,378	$	—	$	151,856,378
Derivative liabilities		—		(2,743,869)		—		(2,743,869)

Equity method investments		—		—		97,394,074		97,394,074
Contingent consideration		—		—		(78,000,000)		(78,000,000)
Total		$	—	$	149,112,509	$	19,394,074	$	168,506,583

The following table presents the fair ~~value measurements~~values of ~~investments, by major class,~~the Company's financial assets and liabilities as of December 31, ~~2021, according to~~2022 and the basis for determining their fair ~~value hierarchy:~~values:

Valuation Inputs
Level 1 Level 2 Level 3 Fair Value
Limited Liability Company Member Interests $ — $ — $ 1,332,932,893 $ 1,332,932,893
Capital Stock — — 1,749,886 1,749,886
Energy Efficiency Secured Loans — — 380,640 380,640
Secured Loans - Other — — 33,286,139 33,286,139
Money Market Funds 67,392,443 — — 67,392,443
Total $ 67,392,443 $ — $ 1,368,349,558 $ 1,435,742,001
Other Financial Instruments*
Open swap contracts - liabilities $ — $ (7,501,983) $ — $ (7,501,983)
Total $ — $ (7,501,983) $ — $ (7,501,983)

* Other financial instruments are derivatives, such as futures, forward currency contracts, and swaps. These instruments are reflected at the unrealized appreciation (depreciation) on the instrument.


	Fair Value as of December 31, 2022
		Level 1		Level 2		Level 3		Total
Derivative assets		$	—	$	195,839,516	$	—	$	195,839,516


Equity method investments		—		—		92,554,266		92,554,266
Contingent consideration		—		—		(75,700,000)		(75,700,000)
Total		$	—	$	195,839,516	$	16,854,266	$	212,693,782

The following table ~~provides a reconciliation of~~reconciles the beginning and ending balances for ~~investments~~instruments that ~~use Level~~are recognized at fair value in the Consolidated Financial Statements as of March 31, 2023 using significant unobservable inputs:


	Balance as of December 31, 2022		Purchases		Unrealized gain on investments, net		Change in contingent consideration		Balance as of March 31, 2023

Equity method investments	$	92,554,266	$	2,267,340	$	2,572,468	$	—	$	97,394,074
Contingent consideration	(75,700,000)		—		—		(2,300,000)		(78,000,000)
Total	$	16,854,266	$	2,267,340	$	2,572,468	$	(2,300,000)	$	19,394,074

The Company does not have any non-financial assets or liabilities measured at fair value as of March 31, 2023.

There were no transfers between Levels 1, 2, or 3 ~~inputs~~ for the three months ended March 31, ~~2022:~~2023.

Balance as of December 31,
2021 Net
change in
unrealized
appreciation
on investments Translation
of assets
and
liabilities
denominated
in foreign
currencies Purchases Cost
adjustments
(1) Sales and
repayments
of
investments
(2) Net
realized
loss on
investments Balance as of March 31,
2022
Limited Liability Company Member Interests $ 1,332,932,893 $ 10,586,505 $ — $ 167,160,704 $ (35,075,363) $ — $ (1,688) $ 1,475,603,051
Capital Stock 1,749,886 9,356 15,768 — — — — 1,775,010
Energy Efficiency - Secured Loans 380,640 — — — — (55,000) — 325,640
Secured Loans - Other 33,286,139 — — 16,712,559 — (9,211,747) — 40,786,951
Total $ 1,368,349,558 $ 10,595,861 $ 15,768 $ 183,873,263 $ (35,075,363) $ (9,266,747) $ (1,688) $ 1,518,490,652

~~(1)Includes paid-in-kind interest, return of capital~~Derivative assets and ~~additional investments in existing investments, if any.~~

~~(2)Includes principal repayments on loans.~~

liabilities—The total change in unrealized appreciation included in the Consolidated Statements of Operations within Net change in unrealized appreciation (depreciation) on Investments and Foreign currency translation for the three months ended March 31, 2022 attributable to Level 3 investments still held as of March 31, 2022 was $10,611,629. Reclassifications impacting Level 3 ofCompany estimates the fair value ~~hierarchy~~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 ~~reported~~market-observable inputs, and thus the swaps are classified as ~~transfers~~Level 2 in the fair value hierarchy.

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 ~~out~~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 ~~as of the beginning of the period~~valuations may have similar or diverging impacts on valuation. Significant increases and decreases in ~~which the reclassifications occur. There were no reclassifications attributable to Level 3 investments during the three months ended March 31, 2022.~~

~~Note 4. Fair Value Measurements - Investments~~ ~~(cont.)~~

these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements.

The following table ~~provides a reconciliation of~~quantifies the ~~beginning and ending balances for investments that use Level 3~~significant unobservable inputs ~~for the three months ended March 31, 2021:~~

Balance as of December 31,
2020 Net
Change in
unrealized
appreciation
on
investments Translation
of
assets and
liabilities
denominated
in foreign
currencies Purchases Cost
adjustments (1) Sales and
repayments of
investments (2) Net
realized
loss on
investments Balance as of March 31,
2021
Limited Liability Company Member Interests $ 609,394,039 $ 2,152,738 $ — $ 159,657,286 $ (35,051,394) $ (21,457) $ (72,149) $ 736,059,063
Capital Stock 1,689,628 18,710 20,142 — — — — 1,728,480
Energy Efficiency - Secured Loans 398,640 — — — — (9,000) — 389,640
Secured Loans - Other 37,327,690 — — 10,156,146 — (1,308,918) — 46,174,918
Total $ 648,809,997 $ 2,171,448 $ 20,142 $ 169,813,432 $ (35,051,394) $ (1,339,375) $ (72,149) $ 784,352,101

~~(1)Includes paid-in-kind interest, return of capital and additional investments~~used in ~~existing investments, if any.~~

~~(2)Includes principal repayments on loans.~~

The total change in unrealized appreciation included in the Consolidated Statements of Operations within Net change in unrealized appreciation (depreciation) on Investments and Foreign currency translation for the three months ended March 31, 2021 attributable to Level 3 investments and foreign currency translation still held as of March 31, 2021 was $2,191,590. Reclassifications impacting Level 3 ofdetermining the fair value ~~hierarchy are reported as transfers in or out~~ of ~~Level 3 as of the beginning of the period in which the reclassifications occur. There were no reclassifications attributable to Level 3 investments during the three months ended March 31, 2021.~~

As of March 31, 2022, most of the Company's portfolio investments utilized Level 3 inputs. The following table presents the quantitative information about Level 3 fair value measurements of the Company’sequity method investments as of March 31, ~~2022:~~

~~Fair Value~~

Valuation
Techniques

Unobservable
Inputs

~~Range of Inputs (weighted average)~~

Battery Storage*

~~15,565,291~~

~~Income Approach and Transaction Cost~~

~~Discount rate, kWh storage, potential leverage and estimated remaining useful life~~

~~9.37%, 2.16% annual degradation in production, 10.8 years~~

~~Biomass~~

~~12,690,189~~

~~Income Approach~~

~~Discount rate, kWh production, potential leverage and estimated remaining useful life~~

~~8.25%, No annual degradation in production, 11.8 years~~

Commercial Solar*

~~1,055,710,432~~

~~Income Approach and Transaction Cost~~

~~Discount rate, kWh production, potential leverage and estimated remaining useful life~~

~~3.50%-9.25% (7.63%), 0% - 0.50% (0.50%) annual degradation in production, 9.0- 38.8 (33.4) years~~

~~Wind~~

~~347,055,192~~

~~Income Approach and Transaction Cost~~

~~Discount rate, kWh production, potential leverage and estimated remaining useful life~~

~~7.75%-8.43% (7.81%) No annual degradation in production, 18.5- 30.8 (25.4) years~~

~~Other Investments~~

~~46,054,008~~

~~Transaction Cost~~

~~Not Applicable~~

~~Energy Efficiency~~

~~628,589~~

~~Income and Collateral-Based Approach~~

~~Market yields and value of collateral~~

~~10.25% No annual degradation in production 2.9-3.8 (3.3) years~~

~~Secured Loans~~

~~40,786,951~~

~~Yield Analysis~~

~~Market yields~~

~~8.00% - 10.00% (8.40%)~~

*~~Includes assets that have not reached COD.~~

~~Note 4. Fair Value Measurements - Investments~~ ~~(cont.)~~

As of December 31, 2021, most of the Company’s portfolio investments utilized Level 3 inputs. The following table presents the quantitative information about Level 3 fair value measurements of the Company’s investments as of December 31, 2021:

~~Fair Value~~

Valuation
Techniques

Unobservable
Inputs

~~Range of Inputs (weighted average)~~

Battery Storage*

~~10,747,811~~

~~Income Approach and Transaction Cost~~

~~Discount rate, kWh storage, potential leverage and estimated remaining useful life~~

~~9.37%, 2.16% annual degradation in production, 11 years~~

~~Biomass~~

~~17,184,912~~

~~Income Approach~~

~~Discount rate, kWh production, potential leverage and estimated remaining useful life~~

~~8.25%, No annual degradation in production, 12 years~~

Commercial Solar*

~~931,167,131~~

~~Income Approach and Transaction Cost~~

~~Discount rate, kWh production, potential leverage and estimated remaining useful life~~

~~3.50%-9.07% (7.63%),~~

~~0%-0.50% (0.50%) annual degradation in production,~~

~~9.2-39.0 (33.6) years~~

~~Wind~~

~~340,034,522~~

~~Income Approach~~

~~Discount rate, kWh production, potential leverage and estimated remaining useful life~~

~~7.75%-8.43% (7.81%), No annual degradation in production, 18.7-31.0 (26.4) years~~

~~Other Investments~~

~~35,243,259~~

~~Transaction Cost~~

~~Not Applicable~~

~~Energy Efficiency~~

~~685,784~~

~~Income and Collateral-Based Approach~~

~~Market yields and value of collateral~~

~~10.25%, No annual degradation in production 3.2-4.0 (3.6) years~~

~~Secured Loans~~

~~33,286,139~~

~~Yield Analysis~~

~~Market yields~~

~~8.00%-10.00% (8.48%)~~

*~~Includes assets that have not reached COD.~~

GREC utilizes primarily proprietary discounted cash flow pricing models in the fair value measurement of the Company’s investments. Significant unobservable inputs include discount rates and estimates related to the future production of electricity. Significant increases or decreases in discount rates used or actual kilowatt-hour production can significantly increase or decrease the fair value measurement.

~~Note 5. Related Party Agreements and Transaction Agreements~~

The Company has executed advisory and administration agreements with the Advisor and Greenbacker Administration, LLC, our administrator, respectively, which entitles the Advisor, and certain affiliates of the Advisor, to specified fees upon the provision of certain services with regard to the ongoing management of the Company as well as reimbursement of O&O costs incurred by the Advisor on behalf of the Company (as discussed in Note 2. Significant Accounting Policies) and certain other operating costs incurred by the Advisor on behalf of the Company. As the Company’s previous public offering was terminated on March 29, 2019, our former dealer manager will no longer receive any selling commissions or dealer manager fees. However, our former dealer manager will continue to receive distribution fees on Class C shares until the maximum amount of commissions and dealer manager fees permitted by applicable regulation is reached.

The term “Special Unitholder” refers to GREC Advisors, LLC, a Delaware limited liability company, which is a subsidiary of our Advisor, and “special unit”, refers to the special unit of limited liability company interest in the LLC. This entitles the Special Unitholder to receive a performance participation fee.

The commissions, fees and reimbursement obligations related to our terminated continuous public offering and ongoing private placement included Selling Commissions, Dealer Manager fees and Distribution fees payable to the former dealer manager for Class A, Class C, Class P-A and Class I shares ranging from 1.75% to 7% of gross offering proceeds from the sale of such shares.

With respect to Class C shares only, the Company pays the former dealer manager a distribution fee that accrues daily in an amount equal to 1/365th of 0.80% of the amount of the net asset value for the Class C shares for such day on a continuous basis from year to year. The Company will stop paying distribution fees at the earlier of 1) a listing of the Class C shares on a national securities exchange; 2) total underwriting compensation in the offering equals 10% of the gross proceeds from the

~~Note 5. Related Party Agreements and Transactions Agreements~~ ~~(cont.)~~

primary offering of Class C shares, following the completion of such offering; or 3) Class C shares are no longer outstanding. The dealer manager may re-allow all or a portion of the distribution fee to participating broker-dealers and servicing broker-dealers. The Company estimated the amount of distribution fees expected to be paid and recorded that liability at the time of sale. The liability is included in Deferred sales commission payable on the Consolidated Statements of Assets and Liabilities and fees recorded in Accumulated gains (losses) (specific to the Class C Shares) on the Consolidated Statements of Assets and Liabilities. The Company continues to assess the value of the liability on a regular basis.

The Company also reimbursed the Advisor for the O&O costs (other than selling commissions and dealer manager fees) it had incurred on the Company's behalf related to the now terminated Registration Statements, only to the extent that the reimbursement would not cause the selling commissions, dealer manager fee and the other O&O costs borne by the Company to exceed 15.0% of the gross offering proceeds as the amount of proceeds increases.

~~The fees and reimbursement obligations related to our ongoing operation of the Company are as follows:~~2023:


~~Type of Compensation and Recipient~~Unobservable Input						~~Determination of Amount~~Input/Range
~~Base Management Fees — Advisor~~Discount rate						The base management fee payable to the Advisor will be calculated at a monthly rate of 0.167% (2.00% annually) of our gross assets (including amounts borrowed up to $50,000,000) until gross assets exceed $800,000,000. The base management fee monthly rate will decrease to 0.14583% (1.75% annually) for gross assets between $800,000,001 to $1,500,000,000 and 0.125% (1.50% annually) for gross assets greater than $1,500,000,000. For services rendered under the advisory agreement, the base management fee will be payable monthly in arrears, or more frequently as authorized under the advisory agreement. The base management fee will be calculated based on the average of the values of our gross assets for each day of the prior month. Base management fees for any partial period will be appropriately prorated. The base management fee may be deferred or waived, in whole or in part, at the election of the Advisor. All or any part of the deferred base management fee not taken as to any period shall be deferred without interest and may be taken in any period prior to the occurrence of a liquidity event as the Advisor shall determine in its sole discretion. On July 1, 2021, the Company entered into the Fourth Amended and Restated Advisory Agreement with the Advisor. Effective July 1, 2021, the base management fee payable to the Advisor is calculated at a monthly rate of 0.167% (2.00% annually) of the net assets until the net assets exceed $800,000,000. The base management fee monthly rate will decrease to 0.14583% (1.75% annually) for net assets between $800,000,001 to $1,500,000,000 and to 0.125% (1.50% annually) for net assets greater than $1,500,000,000. 6.8%-7.8% (median 7.3%)
~~Performance Participation Fees~~kWh production						~~Under the Operating Agreement, the "Performance Participation Fee" which the Special Unitholder is entitled to is calculated~~0.5% annual degradation in production
Potential leverage and payable in arrears, for an amount equal to 12.5% of the total return generated by the LLC during the most recently completed fiscal quarter, subject to a hurdle amount of 1.50% (or 6% annualized) (the "Hurdle Amount"), a loss carryforward amount and a fee carryforward amount. The "Total Return Amount" is defined for each quarterly calculation period, as an amount equal to the sum of: estimated remaining useful life •~~The aggregate amount of all cash distributions accrued or paid (without duplication) during such quarter on the shares outstanding at the end of such quarter, plus~~ •The amount of the change in aggregate NAV of such shares since the beginning of such quarter, before giving effect to (x) changes in the aggregate NAV of such shares during such quarter resulting solely from the net proceeds of issuances and/or repurchase of shares by the LLC, and (y) the amount of any accrual of the Performance Participation Fee during such quarter.						29.3 years

2511

T able of c ont ents

The Company has unfunded commitments to GDEV and GDEV II of $0.6 million and $1.3 million, respectively. The investments in GDEV 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, as distributions, amounts available to the partners within 90 days of the receipt of amounts available for distribution, in the sole discretion of the GDEV GP and GDEV GP II, respectively. The Company accounts for its investments in GDEV and GDEV II as equity method investments.

As of March 31, 2023, the value of the Company's investments in OYA, Aurora Solar, GDEV and GDEV II, its equity method investments, were $20.5 million, $73.4 million, $3.2 million and $0.3 million, respectively. As of December 31, 2022, the value of the Company's investments in OYA, Aurora Solar, GDEV and GDEV II, its equity method investments, were $18.6 million, $71.3 million, $2.3 million and $0.3 million, respectively. Equity method investments are recorded to Investments, at fair value on the Consolidated Balance Sheets. During the three months ended March 31, 2023, the Company recorded an unrealized gain on investments of $2.6 million due to unrealized gains of $2.1 million on Aurora Solar and $0.5 million on GDEV, respectively. The unrealized gain is recorded in Unrealized gain on investments, net on the Consolidated Statement of Operations.

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 included in noncurrent liabilities on the Consolidated Balance Sheets. For the three months ended March 31, 2023, the Company recorded a change in fair value of contingent consideration of $2.3 million as an increase in General and administrative expenses on the Consolidated Statement of Operations. 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 March 31, 2023:


Unobservable Input						Input/Range






Risk-Free Rate Over Earnout Term						3.7%
Revenue Discount Rate						11.5%
Annualized Revenue Volatility						37.5%
Annualized Share Price Volatility						35.0%
Quarterly Revenue / Share Price Correlation						42.5%

Note ~~5. Related Party Agreements~~7. Notes Receivable

The Company’s notes receivable consists of the following as of March 31, 2023 and ~~Transactions Agreements~~ December 31, 2022:


	As of March 31, 2023		As of December 31, 2022		Year of origination	Interest rate	Maturity date
Notes receivable, current
Cider	$	41,863,680	$	41,863,680	2022	8.00%	9/30/2023
OYA	—		8,491,226		2022	9.00%	2/17/2023(1)
Shepherds Run	8,751,528		8,751,528		2020	8.00%	12/31/2023
Total notes receivable, current	$	50,615,208	$	59,106,434
Notes receivable, noncurrent
New Market	$	5,008,070	$	5,008,070	2019	9.00%	9/30/2022(2)
SE Solar	5,009,984		5,009,984		2019	9.00%	2/15/2023(3)
Kane Warehouse	275,871		275,871		2015	10.25%	2/28/2025
Total notes receivable, noncurrent	$	10,293,925	$	10,293,925
Total notes receivable	$	60,909,133	$	69,400,359

T able of c ont ents

(1)~~(cont.)~~The loan was paid in full on February 17, 2023.

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

(3)The parties involved are working in good faith on an extension to the agreement.

The notes receivable, current are recorded within Notes receivable, current on the Consolidated Balance Sheets. The notes receivable, noncurrent are recorded within Other noncurrent assets on the Consolidated Balance Sheets.

Note 8. Property, Plant and Equipment

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


	March 31, 2023		December 31, 2022
Land	$	16,764,341	$	16,320,841
Plant and equipment	1,965,951,006		1,874,201,117
Asset retirement obligation	30,624,649		30,483,255
Finance right-of-use asset	64,563		—
Other	299,785		319,536
Total property, plant and equipment	$	2,013,704,344	$	1,921,324,749
Accumulated depreciation	(46,157,958)		(31,619,220)
Property, plant and equipment, net	$	1,967,546,386	$	1,889,705,529

As of March 31, 2023, Property, plant and equipment, net, includes construction-in-progress of $634.5 million. Construction-in-progress includes $145.8 million of development costs. As of December 31, 2022, Property, plant and equipment, net, includes construction-in-progress of $569.4 million. Construction-in-progress includes $116.6 million of development costs. Depreciation expense for the three months ended March 31, 2023 was $14.5 million, and is recorded within Depreciation, amortization and accretion on the Consolidated Statement of Operations.

The Company did not recognize any impairment charges on long-lived assets for the three months ended March 31, 2023.

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

Goodwill

As of March 31, 2023 and December 31, 2022, goodwill totaled $221.3 million and $221.3 million, respectively. The Company did not recognize any impairment charges on goodwill for the three months ended March 31, 2023.

Other Intangible Assets and Out-of-market Contracts

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


	Gross carrying amount		Accumulated amortization		Net intangible assets as of March 31, 2023
PPA contracts	$	422,176,259	$	(26,264,550)	$	395,911,709
REC contracts	46,235,383		(1,764,872)		44,470,511
Trademarks	2,800,000		(213,889)		2,586,111
Channel partner relationships	94,700,000		(8,524,167)		86,175,833
Other intangible assets	1,000,000		—		1,000,000
Total intangible assets, net	$	566,911,642	$	(36,767,478)	$	530,144,164

Amortization expense related to intangible assets was $10.5 million for the three months ended March 31, 2023, which includes $8.4 million of Contract amortization, net that was recorded as a reduction to revenue for favorable PPA and REC contracts in the Consolidated Statement of Operations.

Other intangible assets as of December 31, 2022 consisted of the following:

T able of c ont ents


	Gross carrying amount		Accumulated amortization		Net intangible assets as of December 31, 2022
PPA contracts	$	422,176,259	$	(18,459,864)	$	403,716,395
REC contracts	46,235,383		(1,164,753)		45,070,630
Trademarks	2,800,000		(466,667)		2,333,333
Channel partner relationships	94,700,000		(6,199,394)		88,500,606
Other intangible assets	1,000,000		—		1,000,000
Total intangible assets, net	$	566,911,642	$	(26,290,678)	$	540,620,964

The Company also has PPA and REC contracts that are held in an unfavorable position (out-of-market contracts), which consists of the following as of March 31, 2023:


	Gross carrying amount		Accumulated amortization		Net out-of-market contracts as of March 31, 2023
PPA contracts	$	(198,445,904)	$	6,713,489	$	(191,732,415)
PPA contracts - signed MIPA assets(1)	(5,401,517)		—		(5,401,517)
REC contracts	(19,763,291)		5,793,221		(13,970,070)
REC contracts - signed MIPA assets(1)	(3,596,960)		—		(3,596,960)
Total out-of-market contracts, net	$	(227,207,672)	$	12,506,710	$	(214,700,962)

(1)Signed MIPA assets are defined as assets that have an executed contractual MIPA or Purchase and Sale Agreement but have not yet closed.

PPA and REC contracts that are held in an unfavorable position (out-of-market contracts) consists of the following as of December 31, 2022:


	Gross carrying amount		Accumulated amortization		Net out-of-market contracts as of December 31, 2022
PPA contracts	$	(198,445,904)	$	4,881,935	$	(193,563,969)
PPA contracts - signed MIPA assets(1)	(5,401,517)		—		(5,401,517)
REC contracts	(19,763,291)		4,213,416		(15,549,875)
REC contracts - signed MIPA assets(1)	(3,596,960)		—		(3,596,960)
Total out-of-market contracts, net	$	(227,207,672)	$	9,095,351	$	(218,112,321)

The amounts recorded to out-of-market contracts are amortized to Contract amortization, net similar to favorable PPA and REC contracts. The Company recorded $3.4 million of contract amortization contra-expense related to out-of-market contracts during the three months ended March 31, 2023.

Amortization expense related to the Company's finite lived intangible assets and liabilities (out-of-market contracts) was $7.1 million for the three months ended March 31, 2023. This includes $5.0 million of net contract amortization on PPA and REC contract intangible assets and out-of-market contracts recorded within Contract amortization, net on the Consolidated Statement of Operations, and $2.1 million of amortization expense on channel partner relationships and trademark intangible assets recorded within Depreciation, amortization and accretion on the Consolidated Statement of Operations.

Estimated future annual amortization expense for the above amortizable intangible assets and out-of-market contracts for the remaining periods through March 31, 2023 as follows:

T able of c ont ents


	Amortization Expense
2023	$	19,908,599
2024	28,621,037
2025	30,669,830
2026	31,045,524
2027	31,118,064
Thereafter	174,080,148
Total	$	315,443,202

Note 10. Leases

Lessee Arrangements

The Company has site lease agreements with various entities for the properties where renewable energy facilities have been constructed which provide the right to own and operate the projects on land and rooftops. The Company’s most significant lease liabilities relate to real estate leases that have initial contract lease terms ranging from one to 50 years. Certain leases include renewal and termination options. The Company considered a number of factors when evaluating whether the options in its lease contracts were reasonably certain of exercise, such as importance of the lease to overall operations, costs to negotiate a new lease, and costs of equipment constructed on the land. Management included the impact of any renewal options that the Company deemed to be reasonably certain of being exercised in its measurement and classification of its leases.

Leases are classified as either operating or financing. For operating leases, the Company has recognized a lease liability equal to the present value of the remaining lease payments, and a ROU asset equal to the lease liability, subject to certain adjustments, such as for prepaid rents. The Company used its incremental borrowing rate to determine the present value of the lease payments. Operating leases result in a straight-line lease expense, while finance leases result in a front-loaded expense pattern.

There were no impairment indicators identified during the three months ended March 31, 2023 that required an impairment test for the Company’s ROU assets or other long-lived assets in accordance with ASC Topic 360, Property, Plant and Equipment.

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

T able of c ont ents


	For the three months ended March 31, 2023
Lease cost
Finance lease cost
Amortization of right-of-use assets	$	1,345
Interest on lease liabilities	299
Total finance lease cost	1,644
Operating lease cost	2,370,424
Short-term lease cost	113,735
Variable lease cost	561,889
Total lease cost	$	3,047,692

Other information
Cash paid for amounts included in the measurement of lease liabilities	$	2,624,624
Operating cash flows from finance leases	(1,500)
Operating cash flows from operating leases	(2,623,124)
ROU assets obtained in exchange for new finance lease liabilities	64,563
ROU assets obtained in exchange for new operating lease liabilities	5,679,117
Weighted average remaining lease term – finance leases	4 years
Weighted average remaining lease term – operating leases	28 years
Weighted average discount rate – finance leases	5.69%
Weighted average discount rate – operating leases	6.70%

Operating lease cost includes $0.2 million associated with leases embedded in PPAs for which no or de minimis payments are made. The Company estimates the fair value of the lease payments and grosses up both revenue and expense by this amount. Operating lease cost also includes $0.2 million of lease cost capitalized to the cost of projects during development and construction.

The supplemental balance sheet information related to leases for the period is as follows:


	March 31, 2023		December 31, 2022
Operating leases
Operating lease assets	$	106,279,704	$	102,594,813

Operating lease liabilities, current	(2,107,560)		(2,193,343)
Operating lease liabilities, noncurrent	(104,487,520)		(101,281,144)
Total operating lease liabilities	$	(106,595,080)	$	(103,474,487)

Finance leases
Property, plant and equipment, at cost	$	64,563	$	—
Accumulated depreciation	(1,345)		—
Property, plant and equipment, net	63,218		—

Other current liabilities	(14,864)		—
Other long-term liabilities	(48,499)		—
Total finance lease liabilities	$	(63,363)	$	—

T able of c ont ents

Operating lease assets and operating lease liabilities, current, are recorded in Other noncurrent assets and Other current liabilities, respectively, on the Consolidated Balance Sheets. Finance lease liabilities are recorded in Property, plant and equipment, net on the Consolidated Balance Sheets.

Maturities of the Company’s lease liabilities are as follows:


Year Ending	Operating Leases		Finance Leases
2023	$	5,967,029	$	13,500
2024	8,627,305		18,000
2025	8,814,586		18,000
2026	8,755,281		18,000
2027	8,815,247		3,000
Thereafter	212,370,572		—
Total lease payments	253,350,020		70,500
Less: Imputed interest	(146,754,940)		(7,137)
Present value of lease liabilities	$	106,595,080	$	63,363

Lessor Arrangements

A portion of the Company’s operating revenues are generated from delivering electricity and related products from owned solar and wind renewable energy facilities under PPAs in which the Company is the lessor. In addition, the Company has certain energy optimization service agreements that involve the use of a battery in which the Company is the lessor.

For these PPAs, revenue is recognized when electricity is delivered and is accounted for as rental income under the lease standard. The adoption of ASC Topic 842, Leases (“ASC 842”), did not have an impact on the accounting policy for rental income from the Company’s PPAs in which it is the lessor. The Company elected the package of practical expedients available under ASC 842, which did not require the Company to reassess its lease classification from ASC Topic 840, Other Assets and Deferred Costs. Additionally, the Company elected the practical expedient to not separate lease and non-lease components for lessors. This election allows energy (lease component) and RECs (non-lease components) under bundled PPAs to be accounted for as a singular lease unit of account under ASC 842. The Company’s PPAs do not contain any residual value guarantees or material restrictive covenants.

As a result of the adoption of ASC 842 on January 1, 2022, the Company does not expect that PPAs that it enters into in the future will meet the definition of a lease. The Company may enter into battery storage agreements or bundled solar and storage agreements in the future that may contain one or more lease components.

Certain of the Company’s PPAs related to its solar or wind generating plants qualify as operating leases with remaining terms through 2047. Certain agreements include renewal, termination or purchase options. Property subject to operating leases, where the Company or one of its subsidiaries is the lessor, is included in Property, plant and equipment, net on the Consolidated Balance Sheets and rental income from these leases is included in Energy revenue on the Consolidated Statement of Operations. Lease income is based on energy generation; therefore, all rental income is variable under these leases. The variable lease income related to these agreements for the three months ended March 31, 2023 was $2.6 million and is included in Energy revenue on the Consolidated Statement of Operations. As of March 31, 2023 and December 31, 2022, the Company’s solar and wind generating plants subject to these leases had a total carrying value of $66.3 million and $67.4 million, respectively.

Certain of the Company’s energy optimization service agreements qualify as operating leases with remaining terms through 2031. Lease income under these agreements is generally fixed and recognized on a straight-line basis over the term of the lease. The lease income related to these agreements the three months ended were not material and is not expected to be material for the ensuing five years.

Note 11. Debt

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

T able of c ont ents


	Outstanding as of March 31, 2023		Outstanding as of December 31, 2022		Interest rate	Maturity date
GREC Entity HoldCo	$	72,909,987	$	74,196,983	1 mo. LIBOR + 1.75%	June 20, 2025
Midway III Manager LLC	14,548,521		14,609,867		3 mo. SOFR + 1.63%(1)	October 31, 2025
Trillium Manager LLC	72,084,031		72,736,786		3 mo. LIBOR + 1.88%	June 9, 2027
GB Wind Holdco LLC	118,289,873		122,684,036		3 mo. LIBOR + 1.38%	November 22, 2027
Greenbacker Wind Holdings II LLC	71,597,700		72,476,839		3 mo. SOFR + 1.88%(1)	December 31, 2026
Conic Manager LLC	24,317,432		24,356,358		3 mo. LIBOR + 1.75%	April 1, 2028
Turquoise Manager LLC	31,675,903		31,687,423		3 mo. SOFR+ 1.25%(1)	December 23, 2027
Eagle Valley Clean Energy LLC	35,173,857		35,112,342		1.91%	January 2, 2057
Eagle Valley Clean Energy LLC (Premium financing agreement)	744,784		1,063,438		6.99%	November 30, 2023
Greenbacker Equipment Acquisition Company LLC	6,500,000		6,500,000		Prime + 1.00%	June 30, 2023(2)
ECA Finco I, LLC	19,659,643		19,756,803		3 mo. SOFR + 2.25%(1)	February 25, 2028
GB Solar TE 2020 Manager LLC	19,182,430		19,182,430		3 mo. LIBOR + 1.88%	October 30, 2026
Sego Lily Solar Manager LLC	136,908,725		137,445,285		1 mo. SOFR + 1.38%	August 17, 2028
Celadon Manager LLC	67,996,749		61,925,120		1 mo. SOFR + 1.50%	February 18, 2029
GRP II Borealis Solar LLC	41,787,517		41,787,517		3 mo. LIBOR + 2.50%	June 30, 2027
Ponderosa Manager LLC	159,792,771		147,080,167		1 mo. SOFR + 1.10%	Various
PRC Nemasket LLC	43,867,181		44,487,662		Daily SOFR + 1.25%	November 1, 2029
GREC Holdings 1 LLC	108,289,449		60,000,000		1 mo. SOFR + 1.75%	November 29, 2027
Dogwood GB Manager LLC	15,221,768		—		1 mo. SOFR +1.63%	March 29, 2030
Total debt	$	1,060,548,321	$	987,089,056
Less: Current portion of long-term debt	(106,897,064)		(95,869,554)
Less: Discount on long-term debt	(28,254,407)		(28,628,520)
Less: Deferred financing fees	(13,403,798)		(11,830,541)
Total long-term debt, net	$	911,993,052	$	850,760,441

(1)Due to the Company adopting the Reference Rate Reform accounting standard, these agreements were amended during the three months ended March 31, 2023, to replace amendments were made these contracts that reference to LIBOR and replaced the reference with SOFR.

(2)The maturity date was amended to June 30, 2023 pursuant to the second amendment to the loan agreement.

During the three months ended March 31, 2023, the Company entered into new or modified existing debt facilities as noted below:

GREC Holdings 1 LLC

On November 29, 2022, GREC Holdings 1 LLC entered into a credit agreement with a syndicate of lenders for an aggregate revolving credit facility commitment of $150.0 million, with the allowance for increases of credit of no more than $50.0 million. On March 21, 2023, the facility was amended to increase the aggregate commitment to $200.0 million. Advances under the revolving credit facility will bear interest 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%), and base rate loans will bear interest of the base rate plus applicable margin (base rate being greatest of prime rate, index floor, or federal funds rate plus 0.50%; applicable margin ranging between 0.75% and 1.00%).

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. 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 an applicable margin, which is 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

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fourth anniversary. The borrower is only required to pay interest in quarterly installments through the fifth anniversary of the closing date, and thereafter is only required to pay quarterly installments of principal and interest through the maturity date, March 29, 2030.

The Company has entered into interest rate swap contracts to manage the interest rate risk associated with its outstanding borrowings. Refer to Note 12. Derivative Instruments for further discussion.

The following table shows the components of interest expense related to the Company's borrowings for the three months ended March 31, 2023:


	~~The calculation of~~For the Total Return Amount for each period shall include any appreciation or depreciation in the NAV of the shares issued during such period, but exclude the proceeds from the initial issuance of such shares. The total NAV of the shares outstanding as of the last business day of a calendar quarter shall be the amount against which changes in the total NAV of the shares outstanding during the subsequent calendar quarter is measured. Furthermore, the "Loss Carryforward Amount" shall initially equal zero and cumulatively increase in any calendar quarter by the absolute value of any negative total return for such quarter and cumulatively decrease in any calendar quarter by the amount of any positive total return. The ''Fee Carryforward Amount shall'' also initially equal zero, and cumulatively increase in any calendar quarter by (i) the amount, if any, by which the Hurdle Amount (noted above) for such quarter exceeds any positive Total Return Amount for such quarter; and (ii) the amount, if any, by which the catch-up amount for such quarter exceeds excess profits for such quarter. The fee carryforward amount shall cumulatively decrease in any calendar quarter by the amount, if any, of the Fee Carryforward Amount paid to the Special Unitholder for such quarter. Neither the Loss Carryforward Amount nor the Fee Carryforward Amounts shall be less than zero at any given time.three months ended March 31, 2023
Loan interest	~~The Special Unitholder shall receive the Performance Participation Fee as follows:~~ $ ● if the Total Return Amount for the applicable period exceeds the sum of (x) the Hurdle Amount for such period and (y) the Loss Carryforward Amount for such Period (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount paid to the Special Unitholder equals 12.5% of the sum of (x) the Hurdle Amount for such period and (y) any amount paid to the Special Unitholder pursuant to this clause (the “Catch-Up Amount”);	10,535,071 ● to the extent there are remaining Excess Profits after payment of the Catch-Up Amount, 100% of such remaining Excess Profits until such amount paid to the Special Unitholder equals the amount of the Fee Carryforward Amount for such period; and ~~● to the extent there are remaining Excess Profits after payment of the Catch-Up Amount and the Fee Carryforward Amount (as defined above), 12.5% of such remaining Excess Profits.~~
Commitment / letter of credit fees	~~The "Liquidation Performance Participation Fee"~~2,118,048
Amortization of deferred financing costs	816,136
Amortization of discount on notes payable to the Special Unitholder will equal 20.0% of the net proceeds from a liquidation of the LLC in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital shall mean the LLC NAV immediately prior to the time of a liquidation or a listing. In the event of any liquidity event that involves a listing of the LLC's shares, or a transaction in which the LLC's members receive shares of a company that is listed, on a national securities exchange, the Liquidation Performance Participation Fee will equal 20.0% of the amount, if any, by which the LLC's listing value following such liquidity event exceeds the adjusted capital, as calculated immediately prior to such listing (the "Listing Premium"). Any such Listing Premium and related Liquidation Performance Participation Fee will be determined and payable in arrears 30 days after the commencement of trading following such liquidity event.	374,113
Interest capitalized	(5,053,970)
Total	$	8,789,398

Interest expense disclosed in the table above is included within Interest expense, net on the Consolidated Statement of Operations.

The principal payments due on borrowings for each of the next five years ending December 31 and thereafter, are as follows:


Period ending December 31	Principal Payments
2023	$	104,138,101
2024	37,923,232
2025	103,960,886
2026	109,187,977
2027	332,375,457
Thereafter	372,962,668
	$	1,060,548,321

Note 12. 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. 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 at fixed rates ranging between 0.41% and 3.33%.

The fair value of the effective portion of the interest rate swap 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 Statement of Operations as the earnings effect of the hedged item, with the offset recorded to Other comprehensive loss. For the three months ended March 31, 2023, the Company recorded $1.6 million as an increase in Interest expense, net in the Consolidated Statement of Operations with the offsetting gain reflected in Other comprehensive loss in association with the recognition of the initial fair value of the interest rate hedges on the designation date.

As of March 31, 2023, the fair value of the Company's interest rate swaps was a $151.9 million asset, which includes $34.3 million related to an interest rate swap not designated as a hedging instrument, and $2.7 million liability, with an outstanding notional amount of $1.5 billion. The notional amount includes $767.2 million associated with currently effective

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swaps, $404.7 million associated with forward starting swaps, and $284.7 million associated with a deal contingent swap not designated as a hedging instrument. The interest rate swaps have maturities between 2025 and 2050.

As of December 31, 2022, the fair value of the Company's interest rate swaps was $195.8 million with an outstanding notional amount of $1.5 billion. The notional amount includes $700.8 million associated with currently effective swaps, $542.3 million associated with forward starting swaps, and $284.7 million associated with deal contingent swaps. 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:


		March 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 / Derivative liabilities	$	1,171,945,812	$	117,568,746	$	(2,743,869)
Derivatives Not Designated as Hedging Instruments
Interest rate swap contracts	Derivative assets	284,692,696		34,287,632		—
Total		$	1,456,638,508	$	151,856,378	$	(2,743,869)


		December 31, 2022
Derivatives Designated as Hedging Instruments	Balance sheet location	Outstanding notional amount		Fair Value - Assets		Fair Value - (Liabilities)
Interest rate swap contracts	Derivative assets / (Other liabilities)	$	1,527,813,754	$	195,839,516	$	—

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), and 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 the three months ended March 31, ~~2022~~2023, the Company recognized a loss of $29.5 million, net of taxes of $10.0 million, in Unrealized loss on derivatives designated as cash flow hedges, net of tax in the Consolidated Statement of Comprehensive Income (Loss), related to the Company's cash flow hedge accounting.

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. For the three months ended March 31, 2023, there was a $5.4 million gain associated with favorable settlements received under the Company’s interest rate swap agreements reclassified from accumulated other comprehensive income to income as a decrease in interest expense offset by $1.6 million of amortization as discussed above. During the next twelve months, the Company estimates that a gain of $24.0 million will be reclassified to income as a decrease in interest expense as interest payments are made. In addition, a loss of $6.7 million will be reclassified to income as an increase in interest expense in association with the recognition of the initial fair value of the interest rate hedges on the designation date.

On March 3, 2023, the Company amended an existing interest rate swap that was previously designated in a hedging relationship, which resulted in a dedesignation of the hedge. The Company determined the two years of forecasted interest payments hedged by the dedesignated hedge are not probable to occur. As a result, $6.3 million gain that was previously accounted for within Accumulated other comprehensive income was reclassified to Unrealized gain on interest rate swaps, net in the Consolidated Statement of Operations. The Company elected not to designate the newly amended interest rate swap in a hedging relationship. As a result, a $4.1 million loss was recognized in Unrealized gain on interest rate swaps, net in the Consolidated Statement of Operations for the change in the fair value of the interest rate swap between the dedesignation date and March 31, ~~2021,~~2023. For the ~~Advisor earned $6,886,720~~three months ended March 31, 2023, the Company recorded an unrealized gain of $2.2 million, net, as a result of the above amendments to its hedging relationships, in Unrealized gain on interest rate swaps, net in the Consolidated Statement of Operations.

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On March 29, 2023, the Company terminated a portion of an existing interest rate swap that is designated in a hedging relationship and ~~$4,075,503, respectively,~~received $9.9 million, which is included in ~~management fees.~~Net cash provided by operating activities in the Consolidated Statement of Cash Flows. The associated gain with be reclassified from accumulated other comprehensive income to income as a decrease in interest expense as the forecasted interest payments are made.

From time to time, the Company utilizes derivative instruments for the purposes of hedging future term debt instruments. Since the debt agreements have not yet closed, in order to lock in the terms, the Company may make payments to be maintained as cash collateral. As of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, $1.7 million of cash collateral is recorded in Other current assets in the ~~Company owed $2,406,254~~Consolidated Balance Sheets.

Note 13. Asset Retirement Obligations

The following table represents the balance of AROs as of March 31, 2023, as well as the additions, settlements and ~~$2,271,687, respectively,~~accretion related to the ~~Advisor in management fees, which amounts are included in Management fee payable on~~Company's AROs for the ~~Consolidated Statements of Assets and Liabilities.~~three months ended March 31, 2023:


Balance as of December 31, 2022	$	31,412,838
Revisions in estimates for current obligations	(249,515)
Asset retirement obligation settled during current period	—
Asset retirement obligation incurred during current period	177,904
Accretion expense	371,742
Balance as of March 31, 2023	$	31,712,969

As of March 31, ~~2022,~~2023, the ~~Performance Participation Fee payable and due was $384,065, which is reflected as the Performance participation fee payable on~~AROs are recorded in Other noncurrent liabilities in the Consolidated ~~Statements~~Balance Sheets.

Note 14. Income Taxes

The guidance under ASC Topic 740, Income Taxes, establishes the methodology, including the use of ~~Assets and Liabilities. The Performance Participation Fee payable and due~~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 ~~year~~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 in 2023 is expected to be (17.9)%.

The Company recorded a provision for income taxes of $4.8 million for the three months ended ~~December~~March 31, ~~2021 was $3,359,269.~~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.

The Company assessed its tax positions for all open tax years as of March 31, 2023 for all U.S. federal and state, and foreign tax jurisdictions for the years 2014 through 2022. The results of this assessment are included in the Company’s tax provision and deferred tax assets as of March 31, 2023. As of March 31, ~~2022~~2023, the Company has no reserve for uncertain tax benefits.

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 ~~December~~deferred tax assets as of March 31, ~~2021, $347,104~~2023. For the three months ended March 31, 2023, valuation allowance increases of $0.2 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.

Note 15. Commitments and ~~$607,610 were due~~Contingencies

Legal Proceedings

The Company may become involved in legal proceedings, administrative proceedings, claims and other litigation that arise in the ordinary course of business. Individuals and interest groups may sue to challenge the ~~Advisor~~issuance of a permit for ~~O&O costs~~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 ~~the continuous private offering, and shown~~these proceedings, such as ~~Due to Advisor~~judgments for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on the ~~Consolidated Statements of Assets and Liabilities, respectively.~~Company's business,

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financial condition and results of operations. In addition, settlement of claims could adversely affect the Company's financial condition and results of operations. As of March 31, 2023, the Company is not aware of any legal proceedings that might have a significant adverse impact on the Company.

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 March 31, 2023, the Company has provided the requisite security for these agreements in the form of a standby letter of credit of $122.9 million. As of March 31, 2023, no amounts had been drawn under these letters of credit.

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 June 2023 through January 2057.

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 outstanding balance of approximately $1.1 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 in 2023 into 2025. The Company plans to use debt and tax equity financing as well as cash on hand to fund such commitments.

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 March 31, 2023, 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 will depend on total production at 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 2023 through 2041. As of March 31, 2023, the Company's commitments with third parties under REC sales contracts are as follows:


						Number of RECs
2023						135,189
2024						175,096
2025						58,524
2026						54,423
2027						26,998
Thereafter						196,002
Total						646,232

Leases

Agreements to lease assets are evaluated at inception to determine whether they represent finance or operating leases. The Company has determined its site 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 Note 10. Leases for further discussion of the Company’s lease obligations.

Pledge of Parent Company Guarantees

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Pursuant to various tax equity structures which are governed by various agreements to which certain of the Company's subsidiaries are individually a party, the Company has provided unsecured guarantees to support the commitments and obligations of these underlying tax equity agreements in an amount of $463.2 million as of March 31, 2023. As of March 31, 2023, the Company is not aware of any events that could trigger the Company’s obligations under these guarantees.

Refer toNote 1. Organization and Operations of the Company, Note 5. Variable Interest Entities Note 10. Leases, and Note 16. Related Parties for an additional discussion of the Company’s commitments and contingencies.

Note 16. Related Parties

The related party disclosures as included herein reflect such matters as of May 19, 2022 and prospectively. Certain of the related party agreements and transactions were impacted by the Acquisition and are detailed in Note 5. Related Party Agreements and ~~Transactions~~Transaction Agreements ~~(cont.)~~

as included in the Notes to the Consolidated Financial Statements as prepared under the Investment Basis.

AsImmediately prior to the closing of ~~March 31,~~the Acquisition on May 19, 2022, ~~the Advisor~~GCM owned 23,601 Class A shares and 2,776 Class P-D shares. In connection with the Acquisition, all Class A shares and Class P-D shares held by GCM were forfeited, retired and cancelled. The forfeiture, retirement, and cancellation of the shares held by GCM for $0.2 million was recorded to Proceeds from shares transferred on the Consolidated Statement of Redeemable Noncontrolling Interests and Equity.

Modified Special Unit

In accordance with the terms of the Fourth Operating Agreement, the Special Unitholder was the holder of the Special Unit, which, prior to the completion of the Acquisition, entitled it to receive the Performance Participation Fee and Liquidation Performance Participation Fee, each as described in detail in Note 5. Related Party Agreements and Transaction Agreements as included in the Notes to the Consolidated Financial Statements as prepared under the Investment Basis.

Prior to the Acquisition, under the Fourth Operating Agreement, the “Liquidation Performance Participation Fee” payable to the Special Unitholder was equal to 20.0% of the net proceeds from a liquidation of the Company in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital was defined as the Company's NAV immediately prior to the time of a liquidation or a listing. In the event of any liquidity event that involved a listing of the Company's shares, or a transaction in which the Company’s members received shares of a company that was listed, on a national securities exchange, the Liquidation Performance Participation Fee would have been equal to 20.0% of the amount, if any, by which the Company's listing value following such liquidity event exceeded the adjusted capital, as calculated immediately prior to such listing (the “Listing Premium”). Any such Listing Premium and related Liquidation Performance Participation Fee would be determined and payable in arrears 30 days after the commencement of trading following such liquidity event.

Following the Acquisition, under the Fifth Operating Agreement, the “Liquidation Performance Participation Distribution” is payable to the 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 18. Members' Equity for additional details on the Liquidation Performance Unit.

Transition Services Agreement

In connection with the Acquisition, Group LLC and certain other parties (together, the “Service Recipients”) entered into a transition services agreement with Greenbacker Administration (the “Transition Services Agreement”), pursuant to which Greenbacker Administration is providing certain financial and corporate recordkeeping services to the Service Recipients until the earlier of December 31, 2023 (or December 31, 2026 in the case of one of the Service Recipients), such time as the parties terminate the services arrangement, or 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 the Transition Services Agreement. The impact of the Transition Services Agreement to the Consolidated Financial Statements for the three months ended March 31, 2023 was not material.

Registration Rights Agreement

In connection with the Acquisition, the Company, GREC, Group LLC and the LPU Holder entered into a customary registration rights agreement, pursuant to which GREC has agreed to use commercially reasonable efforts to prepare and file

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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.

GCM Managed Funds

Prior to the Acquisition, GCM served as the external advisor of four investment entities - the Company, GROZ, GDEV I and GREC II. The Advisory Agreement between GCM and the Company was terminated in connection with the Acquisition. However, the Company continues to provide through GCM investment management services to GROZ, GDEV I and GREC II as a result of the acquisition of GCM. As a result, the Company began to record Investment Management revenue on the Consolidated Statement of Operations, as applicable, and more fully described below. In addition, the Company entered into an advisory agreement with GDEV II on November 11, 2022.

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. During the three months ended March 31, 2023, the Company earned $0.1 million in management fees from GROZ, which is included in Investment Management revenue on the Consolidated Statement of Operations. The management fees earned are payable monthly, in arrears. As of March 31, 2023 and December 31, 2022, the Company was owed $0.1 million and $0.1 million, respectively, in management fees from GROZ, which is included in Accounts receivable on the Consolidated Balance Sheets.

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 did not recognize any revenue related to GROZ incentive fee distributions for the three months ended March 31, 2023.

Base management fees under GCM’s advisory fee agreements with GDEV I, dated March 3, 2022, are calculated as follows. 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 2.00% 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 2.00% of the aggregate cost basis of all portfolio securities of GDEV I. The management fees earned are payable quarterly, in advance. During the three months ended March 31, 2023, the Company earned $0.6 million in management fees from GDEV I, which is included in Investment Management revenue on the Consolidated Statement of Operations. As of March 31, 2023 and December 31, 2022, the Company was not owed any management fees from GDEV I. As of March 31, 2023, there was no prepaid management fees from GDEV I. As of December 31, ~~2021,~~2022, GDEV I prepaid $0.6 million in management fees to the ~~Advisor owned 23,601~~Company, which is included in Other current liabilities on the Consolidated Balance Sheets.

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 did not recognize any revenue related to GDEV I incentive fee distributions for the three months ended March 31, 2023.

Base management fees under GCM's advisory agreement with GDEV II, dated November 11, 2022, are calculated as follows. 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 is calculated at an annual rate of 2.00% 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 2.00% of the aggregate cost basis of all portfolio securities of GDEV II. The management fees earned are payable quarterly, in advance. During the three months ended March 31, 2023, the Company earned $0.3 million in management fees from GDEV II, which is included in Investment Management revenue on the Consolidated Statement of Operations. As of March 31, 2023, the Company was not owed any management fees from GDEV II. As of December 31, 2022, the Company was owed $0.2 million in management fees from GDEV II, which is included in Accounts receivable on the Consolidated Balance Sheets.

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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 did not recognize any revenue related to GDEV II incentive fee distributions for the three months ended March 31, 2023.

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 NAV of the net assets attributable to Class AF 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 ~~2,776~~ Class ~~P-D shares.~~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)

During the three months ended March 31, 2023, the Company earned $0.5 million in management fees from GREC II, which is included in Investment Management revenue on the Consolidated Statement of Operations.

As of March 31, 2023, the Company was owed $0.3 million in management fees from GREC II, which is included in Accounts receivable on the Consolidated Balance Sheets. As of December 31, 2022, the Company did not earn any management fees under the advisory agreement due to GREC II's early stage of development.

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. For the three months ended March 31, 2023, the Company did not recognize any revenue related to GREC II performance-based incentive fees. As of March 31, 2023 and December 31, 2022, the Company was owed nil and $0.9 million in performance-based incentive, respectively, which is included in Accounts receivable on the Consolidated Balance Sheets.

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 Administration and any sub-administrators in performing their obligations and providing personnel and facilities to GREC II. During the three months ended March 31, 2023, the Company earned $0.4 million in administrative fee revenue, which is included in Investment Management revenue on the Consolidated Statement of Operations. As of March 31, 2023, the Company was owed $0.4 million in administrative fees from GREC II, which is included in Accounts receivable on the Consolidated Balance Sheets. As of December 31, 2022, the Company did not earn any administrative fees from GREC II under the administration agreement.

Other Related Party Transactions

The Company entered into secured loans to finance the purchase and installation of energy-efficient lighting with ~~LED Funding LLC and Renew~~ AEC ~~One LLC (“AEC Companies”). All~~Companies. Certain of the loans with LED Funding LLC, an AEC Company, converted to ~~an operating~~a lease on the day the energy efficiency upgrades became operational. AEC Companies are considered related parties, as the members of these entities own ~~an indirect, non-controlling~~a direct, noncontrolling ownership interest in the ~~Advisor.~~Company. The loans ~~outstanding~~ between the AEC Companies and the Company, and the subsequent ~~operating~~ 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. ~~These investments have a cost~~As of ~~$613,736~~March 31, 2023 and ~~a fair value~~December 31, 2022, the Company was owed $0.1 million and $0.1 million, respectively, in lease payments from AEC Companies, which is included in Accounts receivable on the Consolidated Balance Sheets. As of ~~$628,589,~~March 31, 2023 and ~~are~~December 31, 2022, the principal balance of the loan receivable was $0.3 million and $0.3 million, respectively, which is included in Other ~~Energy Efficiency Portfolios in~~noncurrent assets on the Consolidated ~~Schedules of Investments~~Balance Sheets. The interest receivable as of March 31, 2023 and December 31, 2022 was not material. There were no payments received on the operating leases and the loan receivable during the three months ended March 31, 2023.

Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests

NCI represents the portion of net assets in consolidated subsidiaries that are 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 and GDEV GP II, which are held by an employee of the Company, and GDEV, which NCI was held by other limited partners of the partnership prior to the deconsolidation event on November 18, 2022.

T able of c ont ents

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 HLBV method. As of March 31, ~~2022, all loans and operating leases are considered current per their terms.~~

~~On October 9, 2020,~~2023, RNCI attributable to Tax Equity Investors after adjusting the Company made a $5,000,000 limited partner ("LP") commitment to Greenbacker Development Opportunities Fund I, LP ("GDEV"), which was increased to $6,075,000 in the fourth quarter of 2020. In April 2021, the commitment to GDEV increased to $7,500,000. As the initial investor, the Company was awarded a 10% carried interest participation in Greenbacker Development Opportunities GP I, LLC, GDEV's general partner. GDEV is an affiliate of GREC as GDEV shares the same investment advisor as GREC. As of March 31, 2022, $2,948,114 of the commitment was funded. This investment's cost of $2,948,114 and fair value of $3,791,846, is included in Other Portfolios in the Consolidated Schedules of Investments.

On December 22, 2020, the Company, through its wholly owned subsidiary, Citrine Solar LLC, entered into a third transaction with Greenbacker Renewable Opportunity Zone Fund LLC ("GROZ") to sell Gliden Solar, LLC. The asset was sold for a purchase price of $12,752,215 based upon the fair value of the investment as determined by an independent third-party appraiser. The transaction resulted in a realized gain of $1,608,644 all of which was recorded in the year ended December 31, 2020. As of March 31, 2021, the remaining balance of $4,258,243 was recorded to Investment sales receivable in the Consolidated Statements of Assets and Liabilities. The proceeds relatedcarrying amount to the ~~Investment sales receivable were subsequently collected by April 30, 2021.~~

~~Note 6. Borrowings~~

~~On January 5, 2018, the Company, through GREC HoldCo, entered into a Credit Agreement by~~redemption value was $2.0 million, and among the Company, the Company’s wholly owned subsidiary, GREC, the lenders party thereto and Fifth Third Bank, as administrative agent, as sole lead arranger, sole lead bookrunner, and as swap counterparty. The credit facility (the “Credit Facility”) consisted of a loan of upnonredeemable NCI attributable to ~~the lesser of $60,000,000 or a borrowing base amount based on various solar projects that act as collateral for the Credit Facility, of which approximately $25.7 million~~Tax Equity Investors was ~~drawn down at closing. The Credit Facility allowed for additional drawdowns through December 31, 2018 and converted to a term loan with a maturity on January 5, 2024.~~

On June 20, 2019, the Company, through GREC HoldCo, entered into an Amended and Restated Credit Agreement with the lenders party thereto and Fifth Third Bank, as administrative agent, sole lead arranger, sole lead bookrunner and swap counterparty. The new Credit Facility (the “New Credit Facility”) consists of a loan of up to the lesser of $110,000,000 or a borrowing base amount based on various solar projects that act as collateral for the Credit Facility, of which approximately $58.3 million was drawn down at closing. In November 2020, the Company, through GREC HoldCo, entered into the Second Amended and Restated Credit Agreement, which amends the New Credit Facility to make available a non-revolving line of Credit Facility that will convert into a term loan facility and a letter of Credit Facility. The commitments of the lenders aggregate to $97,822,841 between existing term loans, future committed loans and letters of credit, of which approximately $90.7 million was drawn down at closing. The New Credit Facility allowed for additional drawdowns through November 25, 2021 and converted to a term loan with a maturity on June 20, 2025.

The Company used the net proceeds of borrowings under the New Credit Facility for investment in additional alternative energy power generation assets that are anticipated to become projects and for other general corporate purposes. Loans made under the New Credit Facility bear interest at 1.75% in excess of the three-month LIBOR. Prior to the New Credit Facility converting to a term loan, quarterly commitment fees on the average daily unused portion of the Credit Facility were payable at a rate per annum of 0.50%.

Borrowings under the New Credit Facility are back-leveraged and secured by all of the assets of GREC HoldCo and the equity interests of each direct and indirect subsidiary of the Company. The LLC, GREC and each direct and indirect subsidiary of the Company are guarantors of the Company’s obligations under the New Credit Facility. GREC has pledged all of the equity interests of GREC HoldCo as collateral for the New Credit Facility.

~~Note 6. Borrowings~~ ~~(cont.)~~

Regarding the Credit Facility, the Company has entered into five separate interest rate swap agreements as economic hedges. The first swap, with a trade date of June 15, 2017, an effective date of June 30, 2018 and an initial notional amount of $20,900,650, was used to swap the floating-rate interest payments on an additional principal amount of the Credit Facility, for a corresponding fixed payment. The fixed swap rate is 2.26%. The second swap, with a trade date of January 11, 2018, an effective date$75.3 million. As of December 31, ~~2018 and an initial notional amount of $29,624,945 was used~~2022, RNCI attributable to ~~swap~~Tax Equity Investors after adjusting the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.65%. The third swap, with a trade date of February 7, 2018, an effective date of December 31, 2018 and an initial notional amount of $4,180,063, was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.97%. The fourth swap, with a trade date of January 2, 2019, an effective date of September 30, 2019 and an initial notional amount of $38,203,507, was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.69%. The fifth swap, with a trade date of February 19, 2021, an effective date of February 26, 2021 and an initial notional amount of $7,068,965, was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 1.64%.

If an event of default shall occur and be continuing under the New Credit Facility, the commitments under the New Credit Facility may be terminated and the principal amount outstanding under the New Credit Facility, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.

On December 6, 2019, the Company entered into a $15,000,000 revolving letter of credit facility (“LC Facility”) agreement with Fifth Third Bank. On January 30, 2020, the LC Facility was amended to include an equipment loan, and the amount of $5.6 million was drawn down under the equipment facility loan. On March 18, 2020, a repayment of $1.9 million was made, reducing the outstanding balance of the equipment facility loan. On June 9, 2020, a repayment of the remaining outstanding balance occurred. In October 2020, the LC Facility agreement was amended to increase the aggregate principalcarrying amount to ~~$22,500,000. On April 1, 2021,~~ the ~~LC Facility agreement~~redemption value was ~~amended~~$2.0 million, and nonredeemable NCI attributable to ~~maintain cash collateral in an amount equal~~Tax Equity Investors was $83.3 million. Net income (loss) attributable to ~~100% of the outstanding obligation and the letter of credit fee~~noncontrolling interests for Tax Equity Investors was reduced from 2.25% to 0.75%. On June 3, 2021, the LC Facility agreement was amended to extend the maturity date to September 4, 2021. On September 3, 2021, the LC Facility agreement was amended to extend the maturity date to September 4, 2022. On September 28, 2021, the LC Facility agreement was amended to increase the aggregate principal amount to $32,500,000. On February 2, 2022, the LC Facility agreement was amended to increase the aggregate principal amount to $40,000,000.

~~The Company’s borrowings as of March 31, 2022 and December 31, 2021 was as follows:~~

March 31, 2022 December 31, 2021
Aggregate Principal
Amount Available Principal Amount
Outstanding Carrying Value Deferred Financing
Costs Term Note Payable,
Net of Financing Costs Aggregate Principal
Amount Available Principal Amount
Outstanding Carrying Value Deferred Financing
Costs Term Note Payable,
Net of Financing Costs
New Credit Facility $ 97,822,841 $ 80,884,642 $ 80,884,642 $ 2,525,548 $ 78,359,094 $ 97,822,841 $ 82,151,509 $ 82,151,509 $ 2,737,887 $ 79,413,622
LC Facility $ 40,000,000 $ — $ — $ — $ — $ 32,500,000 $ — $ — $ — $ —
Total $ 137,822,841 $ 80,884,642 $ 80,884,642 $ 2,525,548 $ 78,359,094 $ 130,322,841 $ 82,151,509 $ 82,151,509 $ 2,737,887 $ 79,413,622

~~The following table shows the components of interest expense related to the Company's borrowings~~$(14.4) million for the three months ended March 31, ~~2022 and~~2023. For the three months ended March 31, ~~2021:~~2023, contributions from Tax Equity Investors net of syndication costs totaled $9.9 million, all of which was received in the period, and distributions to Tax Equity Investors totaled $3.2 million, of which $1.1 million was paid in the period.

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 March 31, 2023 and December 31, 2022, the NCI attributable to the GDEV GP was $0.7 million and $0.5 million, respectively. Net income (loss) attributable to noncontrolling interests at GDEV GP for the three months ended March 31, 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 March 31, 2023 and December 31, 2022, 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 months ended March 31, 2023 was not material.

As of March 31, 2023 and December 31, 2022, NCI attributable to other noncontrolling interest was $0.2 million and $0.2 million, respectively.

~~Note 6. Borrowings~~ ~~(cont.)~~

For the three months ended March 31,
2022 For the three months ended March 31,
2021
Credit Facility commitment fee $ 119,895 $ 130,480
Credit Facility loan interest 388,251 436,746
Amortization of deferred financing costs 212,339 155,334
Total $ 720,485 $ 722,560
Weighted average interest rate on Credit Facility 1.89 % 2.29 %
Weighted average outstanding balance of Credit Facility $ 82,137,433 $ 90,145,500

~~The principal payments due on borrowings for each of the next five years ending December 31 and thereafter, are as follows:~~

Year ending December 31 Principal Payments
2022 $ 6,687,659
2023 8,098,085
2024 8,245,188
2025 57,853,710
2026 —
Thereafter —
$ 80,884,642

Note ~~7. Members’~~18. Members' Equity

General

Pursuant to the terms of the Fifth Operating Agreement, the ~~LLC~~Company may issue up to 400,000,000 shares, 350,000,000 of which ~~350,000,000~~ shares are currently designated as Class A, C, I, P-A, P-D, P-S, P-T, ~~and~~ P-I shares and Earnout Shares (collectively, common shares), and 50,000,000 are designated as preferred ~~shares and one special unit. Each~~shares. Except as described below, each class of common shares will have the same voting ~~rights.~~rights and rights to participate in distributions payable by the Company.

~~Refer to Note 5. Related Party Agreements and Transaction Agreements for the commissions and fees for each common share class in~~In connection with the ~~Company’s continuous public offering~~Acquisition, the Company issued 13,071,153 newly designated Earnout Shares to Group LLC pursuant to a ~~Registration Statement on Form S-1 (File No. 333-211571), which terminated on March 29, 2019,~~certificate of share designation of Class EO common shares of the Company (the “Certificate of Designation”). Earnout Shares are divided into three separate series, designated as ~~well~~“Tranche 1 Earnout Shares,” “Tranche 2 Earnout Shares,” and “Tranche 3 Earnout Shares,” and are comprised of 4,357,051 Tranche 1 Earnout Shares, 4,357,051 Tranche 2 Earnout Shares, and 4,357,051 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 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 ~~private offering~~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-A.~~

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-A shares~~P-I shares), and (iv) have the right to participate in all distributions payable by the Company, as if they were, ~~not offered for sale from March 29, 2019 through October 17, 2020, but were reinstated as of October 18, 2020, along~~and on a pari passu basis with, the ~~commencement~~Class P-I shares for all purposes set forth in the Fifth Operating Agreement. Prior to the satisfaction of ~~three new share classes: P-D, P-T~~these targets, 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 Certificate of Designation).

In connection with the Acquisition, Group LLC received consideration of 24,393,025 Class P-I shares and ~~P-S. As~~13,071,153 Earnout Shares. Holders of ~~March 17, 2022,~~ the ~~Company is closed to new equity capital and is no longer offering~~Class P-I shares ~~except~~or Earnout Shares issued pursuant to the ~~DRP.~~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.

2926

~~Note 7. Members' Equity~~ ~~(cont.)~~T able of c ont ents

The Company offers shares pursuant to the DRP, and offers an SRP pursuant to which quarterly share repurchases are conducted to allow shareholders to sell shares back to the Company.

The following table is a summary of the shares issued and repurchased during the period and outstanding as of March 31, ~~2022:~~2023:

Shares Outstanding as of December 31,
2021 Shares Sold
During the Period Shares Issued
through
Reinvestment of Distributions
During the Period Shares Repurchased
During
the Period Shares Transferred
During
the Period Shares Outstanding as of March 31,
2022
Class A shares 16,580,558 — 103,559 (91,469) — 16,592,648
Class C shares 2,741,963 — 23,229 (6,210) — 2,758,982
Class I shares 6,449,493 — 58,506 (82,049) — 6,425,950
Class P-A shares 783,593 — 7,928 — — 791,521
Class P-I shares 92,069,013 11,168,668 272,128 (317,209) — 103,192,600
Class P-D shares 198,548 — 299 — — 198,847
Class P-S shares 46,324,757 713,196 173,397 (223,209) — 46,988,141
Class P-T shares 239,594 — 1,386 — — 240,980
Total 165,387,519 11,881,864 640,432 (720,146) — 177,189,669

~~The following table is a summary of the shares issued and repurchased during the period and outstanding as of December 31, 2021:~~

Shares Outstanding as of December 31,
2020 Shares Sold
During the Period Shares Issued
through
Reinvestment of Distributions
During the Period Shares Repurchased
During
the Period Shares Transferred
During
the Period Shares Outstanding as of December 31,
2021
Class A shares 16,844,129 — 413,371 (661,926) (15,016) 16,580,558
Class C shares 2,734,661 — 93,130 (85,828) — 2,741,963
Class I shares 6,526,001 — 231,377 (296,575) (11,310) 6,449,493
Class P-A shares 55,264 711,897 16,432 — — 783,593
Class P-I shares 36,710,292 56,416,202 411,369 (1,493,868) 25,018 92,069,013
Class P-D shares — 197,405 1,143 — — 198,548
Class P-S shares — 46,075,796 248,961 — — 46,324,757
Class P-T shares — 237,124 2,470 — — 239,594
Total 62,870,347 103,638,424 1,418,253 (2,538,197) (1,308) 165,387,519

The proceeds from shares sold and the value of shares issued through the reinvestment of distributions for each class of shares for the three months ended March 31, 2022 and March 31, 2021 were as follows:

~~Note 7. Members' Equity~~ ~~(cont.)~~

Class A
Shares Class C
Shares Class I
Shares Class P-A
Shares Class P-I
Shares Class P-D
Shares Class P-S
Shares Class P-T
Shares Total
For the three months ended March 31, 2022:
Proceeds from Shares Sold $ — $ — $ — $ — $ 98,272,872 $ — $ 6,300,999 $ — $ 104,573,871
Proceeds from Shares Issued through Reinvestment of Distributions $ 862,491 $ 188,820 $ 487,188 $ 68,364 $ 2,394,616 $ 2,648 $ 1,535,600 $ 12,315 $ 5,552,042
For the three months ended March 31, 2021:
Proceeds from Shares Sold $ — $ — $ — $ 728,428 $ 153,217,116 $ 1,000,000 $ 300,735,190 $ 141,750 $ 455,822,484
Proceeds from Shares Issued through Reinvestment of Distributions $ 871,751 $ 199,310 $ 478,670 $ — $ 274 $ — $ — $ — $ 1,550,005


	Shares Outstanding as of December 31, 2022	Other Capital Activity	Shares Issued through Reinvestment of Distributions During the Period	Shares Repurchased During the Period	Shares Transferred During the Period	Shares Outstanding as of March 31, 2023
Class A	16,140,997	—	101,010	(167,700)	—	16,074,307
Class C	2,672,994	—	22,320	(40,960)	—	2,654,354
Class I	6,403,191	—	57,590	(41,780)	—	6,419,001
Class P-A	814,900	—	8,270	—	—	823,170
Class P-I	125,313,984	5,540	297,870	(951,730)	11,170	124,676,834
Class P-D	191,573	—	320	—	—	191,893
Class P-S	46,261,457	—	167,310	(635,190)	(11,100)	45,782,477
Class P-T	245,314	—	1,470	—	—	246,784
Total	198,044,410	5,540	656,160	(1,837,360)	70	196,868,820

As of March 31, ~~2022, and December 31, 2021,~~2023, none of the ~~LLC’s~~Company’s preferred shares were issued and outstanding.

The Fifth Operating Agreement authorizes the ~~LLC's~~Company's Board of Directors, without approval of any of the members, to increase the number of shares the ~~LLC~~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 ~~LLC's~~Company's Board of Directors. The Fifth Operating Agreement also authorizes the ~~LLC's~~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 ~~LLC's~~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. ~~The Special Unitholder will hold the special unit in the Company. Refer to Note 5. Related Party Agreements and Transaction Agreements for the terms of the special unit.~~

Distribution Reinvestment Plan

The Company adopted a DRP through which the Company’s Class A, C and I shareholders ~~may~~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~~Company's prior public and ~~current~~ private offerings. As of November 30, 2020, pursuant to ~~our~~the Company's Registration Statement on Form S-3D (File No. 333-251021), ~~the Company~~it is offering up to ~~$20,000,000~~$20.0 million in Class A, C and I shares to ~~our~~its existing shareholders pursuant to the DRP. ~~Management plans to increase the size of the offering once the maximum offering amount is reached.~~ 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. At its discretion, the Board of Directors may amend, suspend or terminate the DRP. The Board of Directors may also 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 participation 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 March 31, ~~2022,~~2023, the Company issued ~~2,541,713~~101,010 Class A shares, ~~432,886~~22,320 Class C shares, ~~1,211,291~~57,590 Class I shares, ~~24,360~~8,270 Class P-A shares, ~~683,497~~297,870 Class P-I shares, ~~1,442~~320 Class P-D shares, ~~422,358~~167,310 Class P-S shares, and ~~3,856~~1,470 Class P-T shares for a total of ~~5,321,403~~656,160 aggregate shares issued under the DRP. As of December 31, ~~2021,~~2022, the Company issued ~~2,438,154~~2,854,508 Class A shares, ~~409,657~~501,816 Class C shares, ~~1,152,785~~1,387,945 Class I shares, ~~16,432~~48,899 Class P-A shares, ~~411,369~~1,592,476 Class P-I shares, ~~1,143~~2,380 Class P-D shares, ~~248,961~~938,083 Class P-S shares, and ~~2,470~~8,190 Class P-T shares for a total of ~~4,680,971~~7,334,297 aggregate shares issued under the DRP.

Share Repurchase Program

The Company offers ~~a share repurchase program ("Share Repurchase Program" or the "SRP")~~an SRP pursuant to which quarterly share repurchases ~~will be~~are conducted to allow members to sell shares back to the Company at a price equal to the then current ~~offering price less the selling commissions and dealer manager fees associated with~~monthly share value for that class of shares.

3127

~~Note 7. Members' Equity~~ ~~(cont.)~~T able of c ont ents

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.

~~The shareholders'~~A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a member 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.

Through September 30, 2020, quarterly share repurchases were conducted to allow up to approximately 5% of the weighted average number of outstanding shares in any 12-month period to be repurchased by the Company. Effective September 1, 2020, the Company, through approval by its Board of Directors, adopted an amended SRP, pursuant to which the Company will conduct quarterly share repurchases to allow members to sell all or a portion of their shares (of any class) back to the Company. The quarterly share ~~repurchase~~repurchases limits for the ~~Company's~~Company’s new SRP are set forth below.


Quarter Ending		Share Repurchase Limit(s)
~~December 31, 2020~~		~~During such fiscal quarter, 1.875% of the weighted average number of shares outstanding in the prior four fiscal quarters~~
~~March 31, 2021~~		~~During such fiscal quarter, 2.50% of the weighted average number of shares outstanding in the prior four fiscal quarters~~
~~June 30, 2021~~		~~During such fiscal quarter, 3.75% of the weighted average number of shares outstanding in the prior four fiscal quarters~~
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

~~We have~~The Company has received an order for ~~our repurchase program~~the SRP from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, ~~our repurchase program~~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.

Upon an initial public offering of GREC (the “Listing”) or the liquidation of the Company, 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 March 31, 2023.

Additionally, certain employees of the Company received profits interest units from the LPU Holder in exchange for employment services. Since 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 March 31, 2023, and no compensation expenses was recognized for the three months ended March 31, 2023.

3228

T able of c ont ents

~~Note 8.~~ Distributions

On the last business day of each month, with the authorization of the ~~Company’s Board~~board of ~~Directors,~~directors of the Company (the “Board of Directors”), the Company declares distributions on each outstanding Class A, C, I, P-A, P-I, P-D, P-T and P-S 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																		Class of Share
Distribution Period	Distribution Period		A		C		I		P-A		P-I		P-D		P-T		P-S		Distribution Period		A		C		I		P-A		P-I		P-D		P-T		P-S
1-Nov-15	1-Nov-15	31-Jan-16	$	0.00165	$	0.00165	$	0.00165	$	—	$	—	$	—	$	—	$	—	1-Nov-15	31-Jan-16	$	0.00165	$	0.00165	$	0.00165	$	—	$	—	$	—	$	—	$	—
1-Feb-16	1-Feb-16	30-Apr-16	$	0.00166	$	0.00166	$	0.00166	$	—	$	—	$	—	$	—	$	—	1-Feb-16	30-Apr-16	$	0.00166	$	0.00166	$	0.00166	$	—	$	—	$	—	$	—	$	—
1-May-16	1-May-16	31-Jul-16	$	0.00166	$	0.00166	$	0.00166	$	0.00158	$	0.00158	$	—	$	—	$	—	1-May-16	31-Jul-16	$	0.00166	$	0.00166	$	0.00166	$	0.00158	$	0.00158	$	—	$	—	$	—
1-Aug-16	1-Aug-16	31-Oct-16	$	0.00168	$	0.00168	$	0.00168	$	0.00160	$	0.00160	$	—	$	—	$	—	1-Aug-16	31-Oct-16	$	0.00168	$	0.00168	$	0.00168	$	0.00160	$	0.00160	$	—	$	—	$	—
1-Nov-16	1-Nov-16	31-Jan-17	$	0.00169	$	0.00164	$	0.00169	$	0.00160	$	0.00160	$	—	$	—	$	—	1-Nov-16	31-Jan-17	$	0.00169	$	0.00164	$	0.00169	$	0.00160	$	0.00160	$	—	$	—	$	—
1-Feb-17	1-Feb-17	30-Apr-17	$	0.00168	$	0.00164	$	0.00168	$	0.00160	$	0.00160	$	—	$	—	$	—	1-Feb-17	30-Apr-17	$	0.00168	$	0.00164	$	0.00168	$	0.00160	$	0.00160	$	—	$	—	$	—
1-May-17	1-May-17	31-Jul-17	$	0.00167	$	0.00163	$	0.00167	$	0.00160	$	0.00158	$	—	$	—	$	—	1-May-17	31-Jul-17	$	0.00167	$	0.00163	$	0.00167	$	0.00160	$	0.00158	$	—	$	—	$	—
1-Aug-17	1-Aug-17	31-Oct-17	$	0.00167	$	0.00163	$	0.00167	$	—	$	0.00159	$	—	$	—	$	—	1-Aug-17	31-Oct-17	$	0.00167	$	0.00163	$	0.00167	$	—	$	0.00159	$	—	$	—	$	—
1-Nov-17	1-Nov-17	31-Oct-18	$	0.00167	$	0.00163	$	0.00167	$	—	$	0.00158	$	—	$	—	$	—	1-Nov-17	31-Oct-18	$	0.00167	$	0.00163	$	0.00167	$	—	$	0.00158	$	—	$	—	$	—
1-Nov-18	1-Nov-18	30-Apr-20	$	0.00167	$	0.00163	$	0.00167	$	0.00165	$	0.00158	$	—	$	—	$	—	1-Nov-18	30-Apr-20	$	0.00167	$	0.00163	$	0.00167	$	0.00165	$	0.00158	$	—	$	—	$	—
1-May-20	1-May-20	30-Nov-20	$	0.00152	$	0.00149	$	0.00152	$	0.00153	$	0.00158	$	—	$	—	$	—	1-May-20	30-Nov-20	$	0.00152	$	0.00149	$	0.00152	$	0.00153	$	0.00158	$	—	$	—	$	—
1-Dec-20	1-Dec-20	—	$	0.00152	$	0.00149	$	0.00152	$	0.00152	$	0.00158	$	0.00158	$	0.00158	$	0.00158	1-Dec-20	31-Mar-23	$	0.00152	$	0.00149	$	0.00152	$	0.00152	$	0.00158	$	0.00158	$	0.00158	$	0.00158

On the last business day of each month, with the authorization of the Company’s Board of Directors, the Company declares distributions on each outstanding Class A, C, I, P-A, P-I, P-D, P-T and P-S shares. The following table reflects the distributions declared during the three months ended March 31, ~~2022:~~2023:

Pay Date Paid in
Cash Value of
Shares
Issued under DRP Total
February 1, 2022 $ 6,216,132 $ 1,856,347 $ 8,072,479
March 1, 2022 5,712,141 1,720,315 7,432,456
April 1, 2022 6,496,827 1,975,380 8,472,207
Total $ 18,425,100 $ 5,552,042 $ 23,977,142

~~The following table reflects the distributions declared during the three months ended March 31, 2021:~~

Pay Date Paid in
Cash Value of
Shares
Issued under DRP Total
February 1, 2021 $ 2,555,800 $ 538,241 $ 3,094,041
March 4, 2021 3,063,308 487,868 3,551,176
April 1, 2021 4,783,092 523,715 5,306,807
Total $ 10,402,200 $ 1,549,824 $ 11,952,024


Pay Date	Paid in Cash		Value of Shares Issued under DRP		Total
February 1, 2023	$	7,385,833	$	1,975,364	$	9,361,197
March 1, 2023	6,678,931		1,776,832		8,455,763
March 31, 2023	7,420,114		1,942,196		9,362,310





Total	$	21,484,878	$	5,694,392	$	27,179,270

All distributions paid for the three months ended March 31, ~~2022~~2023 are expected to be reported as a return of capital to members for tax reporting ~~purposes, and all~~purposes.

Cash distributions ~~paid~~ for the three months ended March 31, ~~2021 were reported as a return of capital to members for tax purposes.~~

~~Cash distributions paid during the periods presented~~2023 were funded from ~~the following sources noted below:~~

For the three months ended March 31,
2022 For the three months ended March 31,
2021
Cash from operations $ — $ —
Offering proceeds 18,103,151 8,066,157
Total Cash Distributions $ 18,103,151 $ 8,066,157

~~Note 8. Distributions~~ ~~(cont.)~~

cash on hand and other external financing sources. 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 change in ~~investment portfolio composition~~acquisition strategy to include a greater ~~percentage~~number of pre-operational assets that are not yet generating cash from operations, a significant amount of distributions will continue to be funded from other external financing ~~sources.~~sources until such projects become operational. Management fee and incentive fee revenue from our IM segment will also be utilized as a source of capital to fund distributions as this portion of our business grows.

Note 19. Earnings Per Share

Basic earnings per share is calculated by dividing net loss attributable to the common shareholders of the Company by the weighted average number of common shares outstanding during the period.

The following table reconciles the numerator and the denominator used to calculate basic earnings per share:

T able of c ont ents


	For the three months ended March 31, 2023
Numerator
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(17,000,840)

Denominator
Weighted average shares, basic	198,258,504

Net loss attributable to Greenbacker Renewable Energy Company LLC
Basic	$	(0.09)

Note 20. Segment Reporting

•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 – 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:

T able of c ont ents


	For the three months ended March 31, 2023
Energy revenue	$	37,794,441
Other revenue	1,499,979
Contract amortization, net	(4,993,445)
Total IPP revenue	$	34,300,975

Investment Management revenue	$	1,925,989

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; (vi) share-based compensation; (vii) other non-recurring costs that are unrelated to the continuing operations of the Company's segments; and (viii) 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. See “Results of Operations - Non-Investment Basis” Item 2 for additional discussion on Segment Adjusted EBITDA and segment results three months ended March 31, 2023.

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


	For the three months ended March 31, 2023
Segment Adjusted EBITDA:
IPP Adjusted EBITDA	$	15,589,613
IM Adjusted EBITDA	(1,311,815)
Total Segment Adjusted EBITDA	$	14,277,798

Reconciliation:
Total Segment Adjusted EBITDA	$	14,277,798
Unallocated corporate expenses	(8,856,336)
Total Adjusted EBITDA	5,421,462

Less:
Share-based compensation expense	2,760,134
Change in fair value of contingent consideration	2,300,000
Non-recurring professional fees associated with the transition to the Non-Investment Basis	1,290,830
Depreciation, amortization and accretion(1)	22,117,218
Operating loss	$	(23,046,720)

Interest expense, net	(8,634,460)

Unrealized gain on interest rate swaps, net	2,229,709
Unrealized gain on investments, net	2,572,468
Other income	39,936
Net loss before income taxes	$	(26,839,067)

Provision for income taxes	(4,792,767)
Net loss	$	(31,631,834)

Less: Net loss attributable to noncontrolling interests	(14,630,994)
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(17,000,840)

T able of c ont ents

(1)Includes contract amortization, net in the amount of $5.0 million for the three months ended March 31, 2023, which is included in Contract amortization, net on the Consolidated Statement of Operations.

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

Note ~~9. Commitments and Contingencies~~

~~Legal Proceedings~~21. Subsequent Events

The Company ~~may become involved in legal proceedings, administrative proceedings, claims~~has evaluated events that have occurred after the balance sheet date but before the financial statements are issued and ~~other litigation~~has determined that ~~arise~~there were no subsequent events requiring adjustment or disclosure in the ~~ordinary course~~Consolidated Financial Statements, except as described below.

Tax equity fundings

During the period 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, we may be subject to legal proceedings or claims contesting the construction or operation of our renewable energy projects. In defending ourselves in these proceedings, we may incur significant expenses in legal fees and other related expenses, regardless of the outcome of such proceedings. Unfavorable outcomes or developmentsApril 1, 2023 through May 12, 2023, Tax Equity Investors provided contributions totaling $35.3 million relating to ~~these proceedings, such as judgments~~existing tax equity partnerships during the period.

Debt facilities

On April 14, 2023, the Company paid down principal on existing debt for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on our business, financial condition and results of operations. In addition, settlement of claims could adversely affect our financial condition and results of operations. As of$31.6 million.

Consolidated Financial Statements (Investment Basis)

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited)


	For the three months ended March 31, 2022
Investment income:
Investment income from controlled, affiliated investments:
Dividend income	$	12,547,447
Total investment income from controlled, affiliated investments	$	12,547,447

Investment income from non-controlled, non-affiliated investments:
Interest income	750,254
Total investment income	$	13,297,701

Operating expenses:
Management fee expense	6,886,720
Audit and tax expense	596,501
Interest and financing expenses	720,485
General and administration expenses	204,110
Performance participation fee	384,065
Legal expenses	856,398
Directors fees and expenses	469,121
Transfer agent expense	197,260
Other professional fees expenses	2,531,932
Other expenses *	810,636
Total expenses	13,657,228
Net investment income (loss) before taxes	(359,527)
(Benefit from) income taxes	(3,164,293)
Net investment income	2,804,766

Net change in realized and unrealized gain (loss) on investments, foreign currency translation and deferred tax assets:
Net realized loss on investments	(1,688)
Net change in unrealized appreciation (depreciation) on:
Investments	10,595,861
Foreign currency translation	15,768
Swap contracts	16,342,650
(Provision for) income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts	(8,922,373)
Net increase in net assets attributed to members' equity	$	20,834,984

Common share per share information —basic and diluted:
Net investment income	$	0.02
Net increase in net assets attributed to members' equity	$	0.12
Weighted average common shares outstanding	172,432,429

* For the three months ended March 31, 2022, ~~management is not aware~~Other expenses includes $0.5 million of ~~any legal proceedings that might have a significant adverse impact~~net realized losses on ~~the Company.~~swap contracts.

~~Pledge~~The accompanying notes are an integral part of ~~Collateral and Unsecured Guarantee~~these Consolidated Financial Statements.

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

(unaudited)


	Shares	Par Value		Paid-in capital in excess of par value		Accumulated deficit		Accumulated net realized gain on investments		Accumulated unrealized appreciation (depreciation) on investments, net of deferred taxes		Accumulated unrealized appreciation (depreciation) on foreign currency translation		Accumulated unrealized appreciation (depreciation) on swap contracts		Total members’ equity (net assets)
Balances as of December 31, 2021	165,387,519	$	165,388	$	1,468,107,899	$	(134,628,568)	$	18,112,450	$	93,893,884	$	(98,244)	$	(6,242,177)	$	1,439,310,632
Proceeds from issuance of common shares, net	11,881,864	11,882		104,561,989		—		—		—		—		—		104,573,871
Issuance of common shares under distribution reinvestment plan	640,432	640		5,551,402		—		—		—		—		—		5,552,042
Repurchases of common shares	(720,146)	(720)		(6,261,773)		—		—		—		—		—		(6,262,493)
Offering costs	—	—		(331,481)		—		—		—		—		—		(331,481)
Deferred sales commissions	—	—		—		(86,975)		—		—		—		—		(86,975)
Shareholder distributions	—	—		—		(23,977,142)		—		—		—		—		(23,977,142)
Net investment income	—	—		—		2,804,766		—		—		—		—		2,804,766
Net realized loss on investments	—	—		—		—		(1,688)		—		—		—		(1,688)
Net change in unrealized appreciation on investments	—	—		—		—		—		10,595,861		—		—		10,595,861
Net change in unrealized appreciation on foreign currency translation	—	—		—		—		—		—		15,768		—		15,768
Net change in unrealized appreciation on swap contracts	—	—		—		—		—		—		—		16,342,650		16,342,650
(Provision for) benefit from income taxes on realized and unrealized loss on investments, foreign currency translation and swap contracts	—	—		—		—		—		(8,922,373)		—		—		(8,922,373)
Balances as of March 31, 2022	177,189,669	$	177,190	$	1,571,628,036	$	(155,887,919)	$	18,110,762	$	95,567,372	$	(82,476)	$	10,100,473	$	1,539,613,438

The accompanying notes are an integral part of ~~Loans to Subsidiaries~~

Pursuant to various project loan agreements between the operating entities of the Company, subsidiary holding companies and various lenders, the operating entities and the subsidiary holding companies have pledged all solar operating assets as well as the membership interests in various operating subsidiaries as collateral for the term loans with maturity dates ranging from June 2022 through September 2049.

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

Pursuant to various engineering, procurement and construction contracts to which 47 entities of the Company are individually a party, the entities, and indirectly the Company, have committed an outstanding balance of approximately $515.2 million to complete construction of the facilities. Based upon current construction schedules, the expectation is that these commitments will be fulfilled in 2022 into 2024. In addition, pursuant to various membership interest purchase agreements to which the Company's operating entities are individually a party, the operating entities, and indirectly the Company, have committed an outstanding balance of approximately $976.9 million to complete the closing pursuant to all conditions being met under the membership interest purchase agreements as of March 31, 2022. The Company plans to use debt and tax equity financing as well as cash on hand to fund such commitments.

~~Unsecured Guarantee of Subsidiary Renewable Energy Credit (“REC”) Forward Contracts~~

For the majority of the forward REC contracts currently effective as of March 31, 2022 where a subsidiary of the Company is the principal, the Company has provided an unsecured guarantee related to the delivery obligations. The amount of the unsecured guaranty related to REC delivery performance obligations is nil as of March 31, 2022.

~~Pledge of Parent Company Guarantees~~

Pursuant to various contracts in which the Company has provided a parent company guarantee, excluding those discussed above, the operating entities, and indirectly the Company, have committed an additional $114.4 million in unsecured guarantees in the event of a default at the underlying entity, as of March 31, 2022.

~~See Note 2. Significant Accounting Policies and Note 5. Related Party Agreements and Transaction Agreements for an additional discussion of the Company’s commitments and contingencies.~~Consolidated Financial Statements.

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)


	For the three months ended March 31, 2022
Operating activities:
Net increase in net assets from operations	$	20,834,984
Adjustments to reconcile net increase in net assets from operations to net cash provided by (used in) operating activities:
Amortization of deferred financing costs	212,339
Gross funding of new or existing investments	(183,873,263)
Return of capital	35,075,363
Proceeds from principal payments and sales of investments	9,266,747
Purchases of money market funds, net	(52,176)
Net realized loss on investments	1,688
Net change in unrealized (appreciation) on investments	(10,595,861)
Net change in unrealized (appreciation) on foreign currency translation	(15,768)
Net change in unrealized (appreciation) on swap contracts	(16,342,650)
Deferred tax expense	5,758,080
(Increase) decrease in other assets:
Receivable for investments sold	69,994
Receivable for return of capital	(3,383,992)
Dividend receivable	(5,189,380)
Other assets	142,875
Increase (decrease) in other liabilities:
Payable for investments purchased	453,376
Management fee payable	134,567
Performance participation fee payable	(2,975,204)
Accounts payable and accrued expenses	4,309,562
Net cash (used in) operating activities	$	(146,168,719)

Financing activities:
Paydowns on credit facility and term note	(1,266,867)
Proceeds from issuance of common shares, net	104,863,870
Distributions paid	(18,103,151)
Offering costs	(591,987)
Deferred sales commission	(394,049)
Repurchases of common shares	(7,486,972)
Net cash provided by financing activities	$	77,020,844

Net decrease in cash and cash equivalents	(69,147,875)
Cash, cash equivalents and restricted cash, beginning of period	121,863,392
Cash, cash equivalents and restricted cash, end of period	$	52,715,517

Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	$	16,747,819
Restricted cash	35,967,698
Total cash, cash equivalents and restricted cash	$	52,715,517

Supplemental disclosure of cash flow information:
Cash interest paid during the period	$	338,251
Shareholder contribution receivable from sale of common shares	$	1,982,209
Due to GCM for offering costs	$	347,104
Deferred sales commission payable	$	4,319,552

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

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2022 (unaudited)

As previously discussed, the financial statements for all historical periods through May 18, 2022 are presented as they would be under ASC 946. As such, these Notes to the Consolidated Financial Statements were prepared under the Investment Basis as of and for the period(s) ended March 31, 2022. All references to the “LLC” in these Notes refer to Greenbacker Renewable Energy Company LLC and its consolidated subsidiaries (GREC, GREC HoldCo, GREC Administration LLC, and Danforth Shared Services LLC), unless otherwise expressly stated or context requires otherwise.

Note ~~10.~~1. Organization and Operations of the LLC

For a detailed description, refer to Note 1. Organization and Operations of the Company as included in the Notes to the Consolidated Financial ~~Highlights~~Statements as included in the Non-Investment Basis section of Item 1 of this Quarterly Report.

Prior to May 19, 2022, the LLC was externally managed and is an energy 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. The LLC conducts substantially all its operations through its wholly owned subsidiary, GREC. GREC is a Maryland corporation formed in November 2011, and the LLC currently holds all the outstanding shares of capital stock of GREC. GREC HoldCo, a wholly owned subsidiary of GREC, was formed in Delaware in June 2016. GREC Administration LLC and Danforth Shared Services LLC, both wholly owned subsidiaries of GREC, were formed in Delaware in January 2020 and May 2019, respectively. The consolidated financial results of the LLC have historically included the results of the LLC and its consolidated subsidiaries, GREC, GREC HoldCo, and GREC Administration LLC and Danforth Shared Services LLC, both of which provide administrative services to LLC and its subsidiaries. As of and prior to May 18, 2022, the use of “we”, “us”, and “our” refer, collectively to the LLC, GREC, GREC HoldCo, GREC Administration LLC, and Danforth Shared Services LLC, unless otherwise expressly stated or context otherwise requires.

The LLC was externally managed and advised by GCM, 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. GCM was acquired by the LLC as part of the Acquisition on May 19, 2022.

Note 2. Significant Accounting Policies

Basis of Presentation

The LLC’s Consolidated Financial Statements are prepared in accordance with U.S. GAAP, which requires the use of estimates, assumptions and the exercise of subjective judgment as to future uncertainties. Actual results could differ from those estimates, assumptions and judgments. Significant items subject to such estimates will include determining the fair value of investments, revenue recognition, income tax uncertainties and other contingencies. As of and prior to May 18, 2022, the Consolidated Financial Statements of the LLC include the accounts of the LLC and its consolidated subsidiaries, GREC, GREC HoldCo, and GREC Administration LLC and Danforth Shared Services LLC, both of which provide administrative services to the LLC. All intercompany accounts and transactions have been eliminated.

Since inception and through May 18, 2022, the LLC’s Consolidated Financial Statements were prepared using the specialized accounting principles of ASC 946. In accordance with this specialized accounting guidance, also referred to as the Investment Basis, the LLC recognized and carried all its investments, including investments in the underlying operating entities, at fair value with changes in fair value recognized in earnings. Additionally, the LLC did not apply the equity method of accounting to its investments. The LLC carried its liabilities at amounts payable, net of unamortized premiums or discounts. The LLC did not elect to carry its non-investment liabilities at fair value. Net assets are calculated as the carrying amounts of assets, including the fair value of investments, less the carrying amounts of its liabilities.

The financial information associated with the Consolidated Financial Statements under the Investment Basis has been prepared by management and, in the opinion of management, contains all adjustments and eliminations necessary for a fair presentation in accordance with U.S. GAAP.

Basis of Consolidation

As provided under Regulation S-X and ASC 946, the LLC would generally not consolidate its investment in a company other than a wholly owned investment company or controlled operating company whose business consists of providing services to the LLC. Accordingly, the LLC consolidated in its Consolidated Financial Statements the accounts of certain wholly owned subsidiaries that meet the criteria. All significant intercompany balances and transactions have been eliminated in consolidation.

Note 2. Significant Accounting Policies (cont.)

Cash and Cash Equivalents

Cash consists of demand deposits at a financial institution. Such deposits may be in excess of the Federal Deposit Insurance Corporation insurance limits. The LLC has not experienced any losses in any such accounts.

Restricted Cash

Restricted cash consists of cash accounts or letters of credit that are restricted for use on specific investments.

Foreign Currency Translation

The accounting records of the LLC are maintained in U.S. Dollars. The fair value of investments and other assets and liabilities denominated in non-U.S. currencies are translated into U.S. Dollars using the exchange rate at the end of each reporting period. Amounts related to the purchases and sales of investments, investment income and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions.

Valuation of Investments at Fair Value

ASC Topic 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value. The LLC recognizes and accounts for its investments at fair value. The fair value of the investments does not reflect transaction costs that may be incurred upon disposition of the investments.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is an exchange price notion under which fair value is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability.

GCM has established procedures to estimate the fair value of its investments that the LLC’s Board of Directors has reviewed and approved. To the extent that such market data is available, the LLC will use 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 LLC will use the valuation methodologies described below with unobservable data based on the best available information in the circumstances. These methodologies incorporate the LLC’s assumptions about the factors that a market participant would use to value the asset.

The LLC considers investments in money market funds to be short-term investments. Short-term investments are stated at cost, which approximates fair value.

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.

Prior to the second quarter of 2020, fair value for pre-operational assets was approximated using the cost approach. Beginning in the second quarter of 2020, GCM expanded the criteria whereby certain pre-operational assets are identified and qualified for the income approach, rather than the cost approach, for approximating fair value. GCM considers all owned 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

Note 2. Significant Accounting Policies (cont.)

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 GCM.

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 estimated fair values will not necessarily represent the amounts that may be ultimately realized due to the occurrence or non-occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of the valuation of the investments, the estimate of fair values may differ significantly from the value that would have been used had a broader market for the investments existed.

Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets.

Level 3: Inputs derived from a significant amount of unobservable market data and derived primarily through the use of internal valuation methodologies.

Calculation of Net Asset Value

NAV by share class is calculated by subtracting total liabilities for each class from the total carrying amount of all assets for that class, which includes the fair value of investments. NAV per share is calculated by dividing net asset value for each class by the total number of outstanding common shares for that class on the reporting date. For purposes of calculating our NAV, the LLC carries all liabilities at cost.

Earnings per Share

In accordance with the provisions of ASC Topic 260, Earnings Per Share, basic earnings per share is computed by dividing earnings available to common members by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.

The following information sets forth the computation of the weighted average basic and diluted net increase in net assets attributed to common members per share and net investment income per share for the three months ended March 31, 2022.


	For the three months ended March 31, 2022
Basic and diluted
Net investment income	$	2,804,766
Net increase in net assets attributed to common members	$	20,834,984
Net investment income per share	$	0.02
Net increase in net assets attributed to common members per share	$	0.12
Weighted average common shares outstanding	172,432,429

Note 2. Significant Accounting Policies (cont.)

Revenue Recognition

To the extent the LLC expects to collect such amounts, interest income is recorded on an accrual basis. If there is reason to doubt an ability to collect such interest, interest receivable on loans is not accrued for accounting purposes. Original issue discounts, market discounts or market premiums are accreted or amortized using the effective interest method as interest income. Prepayment premiums on loans are recorded as interest income when received. Any application, origination or other fees earned by the LLC in arranging or issuing debt are amortized over the expected term of the loan.

Loans are placed on non-accrual status when principal and interest are 90 days or more past due, or when there is a ~~schedule~~reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are generally restored to accrual status when past due and principal and interest is paid and, in management’s judgment, is likely to remain current.

Dividend income is recorded when dividends are declared and determined that collection is probable. The timing and amount of dividend income is determined on at least a quarterly basis and, in certain cases, can only be determined quarterly based on the underlying project company agreements. This process includes an analysis at the individual project company level based on cash available from operations and working capital needed for the project company operations. Dividend income from the LLC's privately held, equity investments is recognized when approved.

Dividend income as reported on the Consolidated Statement of Operations reflects dividend income from project companies less any expenses incurred by the LLC or GREC for the services provided by Greenbacker Administration directly relating to the ongoing operation of the ~~financial highlights~~project companies.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments

Without regard to unrealized appreciation or depreciation previously recognized, realized gains or losses will be measured as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the ~~Company attributed~~asset. Net change in unrealized appreciation or depreciation will reflect the change in investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Payment-in-Kind

For loans with contractual payment-in-kind interest, if the fair value of the investment indicates that such interest is collectible, any interest will be added to the principal balance of such investments and be recorded as income.

Distribution Policy

Distributions to members, if any, will be authorized and declared by the LLC's Board of Directors quarterly in advance and paid monthly. 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 shares at the same time. The cash distributions paid to the shareholder with respect to the Class A, C, ~~I, P-A, P-I, P-D,~~ P-S and P-T shares will be lower than the cash distributions with respect to the LLC’s other share classes because of the distribution fee associated with the Class C, P-S and P-T shares, which is allocated specifically to these classes' net assets. Amounts distributed to each class are allocated amongst the holders of the shares in such class in proportion to their shares. Distributions declared by our Board of Directors are recognized as distribution liabilities on the ex-dividend date.

Organization and Offering Costs

O&O costs other than sales commissions and the dealer manager fee, were initially paid by GCM and/or dealer manager on behalf of the LLC in connection with its formation and the offering of its shares pursuant to now-terminated Registration Statements on Form S-1 (File No. 333-178786-01 and File No. 333-211571, respectively).

Prior to the Acquisition, the LLC was obligated to reimburse GCM for O&O costs that it incurred on behalf of the LLC, in accordance with the Advisory Agreement. However, with respect to the LLC’s public offerings, the aggregate of selling commissions, dealer manager fees and other O&O costs borne by the LLC was not to exceed 15.00% of gross offering proceeds.

Offering costs incurred by GCM in conjunction with the offering of shares of Class P-A, P-S, P-T and P-D under our private placement memoranda were subject to the reimbursement by the LLC up to 0.50% (50 basis points) of gross offering proceeds for each such class of shares. The costs incurred by GCM prior to the Acquisition and costs incurred by our dealer

Note 2. Significant Accounting Policies (cont.)

manager were recognized as a liability of the LLC to the extent that the LLC was obligated to reimburse GCM and/or dealer manager. When recognized by the LLC, organizational costs are expensed and offering costs, excluding selling commissions and dealer manager fees, were recognized as a reduction of the proceeds from the offering. In connection with the Acquisition, all O&O costs due to GCM were paid concurrently with the closing of the Acquisition on May 19, 2022. Following the Acquisition, the LLC is no longer obligated to reimburse GCM for O&O costs.

Financing Costs

Financing costs incurred by the LLC for the issuance of debt liabilities are deferred and amortized using the straight-line method over the life of the debt liability. Financing costs related to debt liabilities incurred by the LLC are presented as a direct deduction from the carrying amount of that debt liability.

Return of Capital Receivable

For operational assets, if the project company has inadequate cash to fund day-to-day expenses, the LLC will loan funds to that project company through an investment. Once the project company has adequate cash, they will repay the loan by sending a return of capital distribution.

Performance Participation Fee

Under the Fourth Operating Agreement, the incentive fee payable by the LLC was simplified to be structured with two components: the "Performance Participation Fee" and the "Liquidation Performance Participation Fee" (each as defined in Note 5. Related Party Agreements and Transaction Agreements). Prior to the Acquisition, the Performance Participation Fee was based on the LLC's total return amount during the relevant calculation period. The calculation of the Performance Participation Fee is further detailed in Note 5. Related Party Agreements and Transaction Agreements. The Performance Participation Fee was accounted for and classified as an operating expense and reflected as the Performance participation fee on the Consolidated Statement of Operations. The Performance participation fee recorded on the Consolidated Statement of Operations for the three months ended March 31, 2022 is $0.4 million.

Deferred Sales Commissions

The LLC defers certain costs, principally sales commissions and related compensation, which are paid to the dealer manager and may be reallowed to financial advisors and broker-dealers in the future in connection with the sale of shares sold with a reduced front-end load sales charge and a trail fee. The costs expected to be incurred at the time of the sale of the Class C shares are recorded as a liability on the date of sale and represents the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of (1) when the maximum amount of sales commission and related compensation is reached under regulatory regulations; (2) the date which approximates an expected liquidity event for the LLC; or (3) the expected holding period of the investment. The costs expected to be incurred at the time of the sale of the Class P-T and Class P-S shares are recorded as a liability on the date of sale and represents the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of (1) the date which approximates an expected liquidity event for the LLC; or (2) the expected holding period of the investment. The upfront liability is calculated at the time of sale, using the 85 basis points per annum fee, multiplied by the expected holding period of such share. Deferred sales commissions for Class C, P-T and P-S are paid monthly, in the form of a reduction to shareholder distributions, to the third-party dealer manager at a rate equal to 1/12th of 85 basis points. The estimated amount of the liability can be updated as management's assumption surrounding an expected liquidity event changes or if the maximum of sales-related commissions and costs under regulatory regulations is attained.

Reclassifications

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

Derivative Instruments

The LLC may utilize interest rate swaps to modify interest rate characteristics of existing debt obligations to manage interest rate exposure. These are recorded at fair value either as assets or liabilities with changes in the fair value of interest rate swaps during the period recognized as either an unrealized appreciation or depreciation in the accompanying Consolidated Statement of Operations. On the expiration, termination or settlement of a derivatives contract, the LLC generally records a gain or loss. When there is a master netting agreement with a financial institution, any gain or loss on interest rate swaps with the same financial institution are netted for financial statement presentation.

Note 2. Significant Accounting Policies (cont.)

The effect of derivative instruments on the Consolidated Statement of Operations


Risk Exposure	Change in net unrealized depreciation on derivative transactions for the three months ended March 31, 2022
Swaps
Interest Rate Risk	$	16,342,650
	$	16,342,650


Risk Exposure	Other expenses for the three months ended March 31, 2022
Swaps
Interest Rate Risk	$	466,870
	$	466,870

By using derivative instruments, the LLC is exposed to the counterparty’s credit risk — the risk that derivative counterparties may not perform in accordance with the contractual provisions offset by the value of any collateral received. The LLC’s exposure to credit risk associated with counterparty non-performance is limited to collateral posted and the unrealized gains inherent in such transactions that are recognized in the Consolidated Financial Statements. As appropriate, the LLC minimizes counterparty credit risk through credit monitoring procedures and managing margin and collateral requirements.

During December 2021, the LLC entered into an agreement for the purpose of hedging our investment in a pre-operating solar facility that the LLC has contracted to acquire. The derivative instrument has a trade date of December 15, 2021, an effective date of March 31, 2024 and an initial notional amount of $284.7 million. The fixed rate is 1.60%. Per the terms of the agreement, the swap is contingent on the transaction closing. While the transaction has not yet closed, in order to lock in the terms, the LLC made a payment for the amount of $5.0 million to be maintained as cash collateral.

Income Taxes

The LLC intends to operate so that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code. As such, it will not be subject to any U.S. federal and state income taxes. In any year, it is possible that the LLC will not meet the qualifying income exception and will not qualify to be treated as a partnership. If the LLC does not meet the qualifying income exception, the members would then be treated as stockholders in a corporation, and the LLC would become taxable as a corporation for U.S. federal income tax purposes under the Internal Revenue Code, the LLC would be required to pay income tax at corporate rates on its net taxable income. To the extent of the LLC’s earnings and profits, and the payment of the distributions would not be deductible by the LLC, distributions to members from the LLC would constitute dividend income taxable to such members.

The LLC conducts substantially all its operations through its wholly owned subsidiary, GREC, which is a corporation that is subject to federal, state, provincial, local and foreign income taxes based on income. Accordingly, most of its operations will be subject to U.S. federal, state, provincial, local and foreign income taxes in the jurisdictions in which it resides. As of March 31, 2022, including territories and provinces, the portfolio resides in 36 jurisdictions.

Income taxes are accounted for under the assets and liabilities method. Deferred tax assets and liabilities are recorded for the estimated future tax consequences attributable to differences between items that are recognized in the Consolidated Financial Statements and tax returns in different years. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Note 2. Significant Accounting Policies (cont.)

The LLC does not consolidate its investments for financial statements; rather, it accounts for its investments at fair value under the specialized accounting of ASC 946. The tax attributes of the individual investments will be considered and incorporated in the LLC’s fair value estimates for those investments. The amounts recognized in the Consolidated Financial Statements for unrealized appreciation and depreciation will result in a difference between the Consolidated Financial Statements and the cost basis of the assets for tax purposes. These differences will be recognized as deferred tax assets and liabilities. Generally, the entities that hold the LLC’s investments will be included in the consolidated tax return of GREC and the differences between the amounts recognized for financial statement purposes and the tax return will be recognized as additional deferred tax assets and liabilities.

The LLC follows the authoritative guidance on accounting for uncertainty in income taxes and has concluded it has no material uncertain tax positions to be recognized at this time.

The LLC assessed its tax positions for all open tax years as of March 31, 2022 for all U.S. federal and state tax jurisdictions for the years 2015 through 2021. The results of this assessment are included in the LLC’s tax provision and deferred tax assets as of March 31, 2022.

The effective tax rate for the three months ended March 31, 2022 is 21.3%. The primary items giving rise to the difference between the 21.0% statutory rate and the 21.3% effective tax rate are primarily state taxes and federal tax credits.

The guidance under FASB Codification ASC 740-10-270-30 establishes the methodology, including the use of an estimated annual effective tax rate, to determine income tax expense (or benefit) in interim financial reporting. ASC 740-10-270-18 provides, in part, if a reliable estimate cannot be made, the actual effective rate for the year to date may be the best estimate of the annual effective rate. Due to the inability to reasonably estimate an annual effective rate, the actual year to date effective rate is being used to determine the income tax provision for the current periods.

Note 3. Valuation of Investments at Fair Value

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended March 31, 2022:

For the three months ended March 31, 2022
Class A
Shares Class C
Shares Class I
Shares Class P-A
Shares Class P-I
Shares Class P-D
Shares Class P-S
Shares Class P-T
Shares
Per share data attributed to common shares (1)
Net Asset Value at beginning of period $ 8.32 $ 8.13 $ 8.32 $ 8.58 $ 8.80 $ 8.80 $ 8.74 $ 8.52
Net investment income 0.02 0.02 0.02 0.02 0.02 0.02 0.02 0.02
Net realized and unrealized gain on investments and swap contracts 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15
Change in translation of assets and liabilities denominated in foreign currencies (2)
— — — — — — — —
(Provision for) income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts (0.05) (0.05) (0.05) (0.05) (0.05) (0.05) (0.05) (0.05)
Net increase in net assets attributed to common members 0.12 0.12 0.12 0.12 0.12 0.12 0.12 0.12
Shareholder distributions:
Distributions from net investment income — — — — — — — —
Distributions from offering proceeds (0.14) (0.13) (0.14) (0.14) (0.14) (0.14) (0.14) (0.14)
Other (3)
— — (0.01) — — — (0.01) 0.01
Net decrease in members’ equity attributed to common shares (0.14) (0.13) (0.15) (0.14) (0.14) (0.14) (0.15) (0.13)
Net asset value for common shares at end of period $ 8.30 $ 8.12 $ 8.29 $ 8.56 $ 8.78 $ 8.78 $ 8.71 $ 8.51
Common members’ equity at end of period $ 137,649,990 $ 22,403,376 $ 53,290,330 $ 6,772,151 $ 906,370,831 $ 1,745,128 $ 409,331,577 $ 2,050,055
Common shares outstanding at end of period 16,592,648 2,758,982 6,425,950 791,521 103,192,600 198,847 46,988,141 240,980
Ratio/supplemental data for common shares (annualized)
Total return attributed to common shares based on net asset value 1.38 % 1.56 % 1.29 % 1.41 % 1.44 % 1.39 % 1.33 % 1.62 %
Ratio of net investment income to average net assets 0.81 % 0.82 % 0.81 % 0.78 % 0.75 % 0.76 % 0.77 % 0.78 %
Ratio of operating expenses to average net assets 3.92 % 4.00 % 3.93 % 3.79 % 3.66 % 3.71 % 3.73 % 3.82 %
Portfolio turnover rate 0.64 % 0.64 % 0.64 % 0.64 % 0.64 % 0.64 % 0.64 % 0.64 %


	Balance as of December 31, 2021		Net change in unrealized appreciation on investments		Translation of assets and liabilities denominated in foreign currencies		Purchases		Cost adjustments(1)		Sales and repayments of investments(2)		Net realized loss on investments		Balance as of March 31, 2022
Limited Liability Company Member Interests	$	1,332,932,893	$	10,586,505	$	—	$	167,160,704	$	(35,075,363)	$	—	$	(1,688)	$	1,475,603,051
Capital Stock	1,749,886		9,356		15,768		—		—		—		—		1,775,010
Energy Efficiency - Secured Loans	380,640		—		—		—		—		(55,000)		—		325,640
Secured Loans - Other	33,286,139		—		—		16,712,559		—		(9,211,747)		—		40,786,951
Total	$	1,368,349,558	$	10,595,861	$	15,768	$	183,873,263	$	(35,075,363)	$	(9,266,747)	$	(1,688)	$	1,518,490,652

(1)Includes paid-in-kind interest, return of capital and additional investments in existing investments, if any.

(2)Includes principal repayments on loans.

The ~~per share data~~total change in unrealized appreciation included in the Consolidated Statement of Operations within Net change in unrealized appreciation (depreciation) on Investments and Foreign currency translation for ~~Class A, C, I, P-A, P-I, P-D, P-S and P-T shares were derived by using the weighted average shares outstanding during~~ the three months ended March 31, 2022 ~~which were 16,614,705, 2,749,777, 6,468,518, 786,280, 98,315,037, 198,649, 47,059,400 and 240,063, respectively.~~

~~(2)Amount is less than $0.01 per share.~~

~~(3)Represents~~attributable to Level 3 investments still held was $10.6 million. Reclassifications impacting Level 3 of the ~~impact~~fair value hierarchy are reported as transfers in or out of ~~different share amounts used in calculating certain per share data based on weighted average shares outstanding during~~Level 3 as of the beginning of the period ~~and~~in which the ~~impact of shares at a price other than the net asset value.~~

~~The following is a schedule of financial highlights of the Company attributed~~reclassifications occur. There were no reclassifications attributable to ~~Class A, C, I, P-A, P-I, P-D, P-S and P-T shares~~Level 3 investments for the three months ended March 31, ~~2021.~~

~~Note 10. Financial Highlights~~ ~~(cont.)~~

For the three months ended March 31, 2021
Class A
Shares Class C
Shares Class I
Shares Class P-A
Shares Class P-I
Shares Class P-D
Shares Class P-S
Shares Class P-T
Shares
Per share data attributed to common shares (1)
Net Asset Value at beginning of period $ 8.61 $ 8.35 $ 8.61 $ 8.70 $ 9.02 $ 8.96 $ 8.84 $ 8.57
Net investment income 0.01 0.01 0.01 0.01 0.01 0.01 0.01 0.01
Net realized and unrealized gain on investments and swap contracts 0.07 0.07 0.07 0.07 0.07 0.07 0.07 0.07
Change in translation of assets and liabilities denominated in foreign currencies (2)
— — — — — — — —
(Provision for) income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts (0.04) (0.04) (0.04) (0.04) (0.04) (0.04) (0.04) (0.04)
Net increase in net assets attributed to common members 0.04 0.04 0.04 0.04 0.04 0.04 0.04 0.04
Shareholder distributions:
Distributions from net investment income — — — — — — — —
Distributions from offering proceeds (0.14) (0.14) (0.14) (0.14) (0.14) (0.09) (0.09) (0.09)
Other (3)
(0.02) (0.01) (0.02) 0.04 — 0.01 0.04 0.03
Net decrease in members’ equity attributed to common shares (0.16) (0.15) (0.16) (0.10) (0.14) (0.08) (0.05) (0.06)
Net asset value for common shares at end of period $ 8.49 $ 8.24 $ 8.49 $ 8.64 $ 8.92 $ 8.92 $ 8.83 $ 8.55
Common members’ equity at end of period $ 141,781,925 $ 22,597,463 $ 55,492,784 $ 1,200,209 $ 477,780,810 $ 990,705 $ 294,882,644 $ 134,615
Common shares outstanding at end of period 16,704,407 2,742,215 6,538,320 138,885 53,547,706 111,048 33,396,467 15,741
Ratio/supplemental data for common shares (annualized)
Total return attributed to common shares based on net asset value 0.20 % 0.29 % 0.22 % 0.92 % 0.51 % 0.17 % 0.94 % 0.57 %
Ratio of net investment income to average net assets 0.56 % 0.58 % 0.56 % 0.43 % 0.52 % 0.29 % 0.53 % 0.40 %
Ratio of operating expenses to average net assets 3.65 % 3.75 % 3.64 % 2.81 % 3.40 % 1.85 % 3.43 % 2.62 %
Portfolio turnover rate 0.19 % 0.19 % 0.19 % 0.19 % 0.19 % 0.19 % 0.19 % 0.19 %

~~(1)~~The per share data for Class A, C, I, P-A, P-I, P-D, P-S and P-T shares were derived by using the weighted average shares outstanding during the three months ended March 31, 2021, which were 16,879,518, 2,743,322, 6,545,397, 74,728, 44,737,061, 20,266, 14,929,297 and 7,579, respectively.

~~(2)Amount is less than $0.01 per share~~

~~(3)~~Represents the impact of different share amounts used in calculating certain per share data based on weighted average shares outstanding during the period and the impact of shares at a price other than the net asset value.2022.

~~Note 11. COVID-19 Impact~~

In March of 2020, the United States declared a National Emergency concerning the COVID-19 outbreak. This came after the World Health Organization declared the virus a global pandemic on March 11, 2020.

Since the outbreak of COVID-19 in the United States, the Company has generally been able to conduct its business despite the turmoil in markets and the shuttering of many businesses across the country. We have and will continue to assess the current and future business risks related to COVID-19 as new information becomes available, including any potential performance risk of our power purchase agreement ("PPA") and construction counterparties. As of the date of the filing, we are not aware of any material impact to our financial results.

Note ~~12. Subsequent Events~~4. Related Party Agreements and Transaction Agreements

The related party disclosures as included herein reflects such matters as of May 18, 2022 and prior to such date. Certain of the related party agreements and transactions were impacted by the Acquisition and are detailed in Note 16. Related Parties as included in the Notes to the Consolidated Financial Statements as prepared under the Non-Investment Basis.

3642

Note ~~12. Subsequent Events~~4. Related Party Agreements and Transaction Agreements (cont.)

Prior to the Acquisition, the LLC had executed advisory and administration agreements with GCM and Greenbacker Administration, which entitled GCM, and certain affiliates of GCM, to specified fees upon the provision of certain services with regard to the ongoing management of the LLC as well as reimbursement of O&O costs incurred by GCM on behalf of the LLC (as discussed in Note 2. Significant Accounting Policies) and certain other operating costs incurred by GCM on behalf of the LLC. As the LLC’s previous public offering was terminated on March 29, 2019, its former dealer manager will no longer receive any selling commissions or dealer manager fees. However, our former dealer manager will continue to receive distribution fees on Class C shares until the maximum amount of commissions and dealer manager fees permitted by applicable regulation is reached.

With respect to Class C shares only, the LLC pays the former dealer manager a distribution fee that accrues daily in an amount equal to 1/365th of 0.80% of the amount of the net asset value for the Class C shares for such day on a continuous basis from year to year. The LLC will stop paying distribution fees at the earlier of 1) a listing of the Class C shares on a national securities exchange; 2) total underwriting compensation in the offering equals 10.0% of the gross proceeds from the primary offering of Class C shares, following the completion of such offering; or 3) Class C shares are no longer outstanding. The dealer manager may re-allow all or a portion of the distribution fee to participating broker-dealers and servicing broker-dealers. The LLC estimated the amount of distribution fees expected to be paid and recorded that liability at the time of sale of such shares. The LLC continues to assess the value of the liability on a regular basis.

The ~~Company’s management has evaluated subsequent events through~~LLC also reimbursed GCM for the ~~date of issuance~~O&O costs (other than selling commissions and dealer manager fees) it had incurred on the LLC’s behalf related to the now terminated Registration Statements, only to the extent that the reimbursement would not cause the selling commissions, dealer manager fee and the other O&O costs borne by the LLC to exceed 15.00% of the ~~consolidated financial statements. There have been no subsequent events that occurred during~~gross offering proceeds as the amount of proceeds increases.

Offering costs incurred by GCM in conjunction with the offering of shares of Class P-A, P-S, P-T and P-D under our current private placement memoranda were subject to the reimbursement by the LLC up to 0.50% (50 basis points) of gross offering proceeds for each such ~~period that would require disclosure~~class of shares.

Prior to May 19, 2022, the term “Special Unitholder” referred to GREC Advisors, LLC, a Delaware limited liability company, which was a subsidiary of GCM and “special unit”, referred to the special unit of limited liability company interest in the ~~consolidated financial statements or would be required~~LLC. This entitled the Special Unitholder to ~~be recognized~~receive a Performance Participation Fee.

Prior to the Acquisition, the fees and reimbursement obligations related to the operation of the LLC were as follows:


Type of Compensation and Recipient						Determination of Amount
Base Management Fees — GCM						Prior to July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of our gross assets (including amounts borrowed up to $50.0 million) until gross assets exceed $800.0 million. The base management fee monthly rate decreased to 0.15% (1.75% annually) for gross assets between $800.0 million to $1.5 billion and 0.13% (1.50% annually) for gross assets greater than $1.5 billion. For services rendered under the advisory agreement, the base management fee was payable monthly in arrears, or more frequently as authorized under the advisory agreement. The base management fee was calculated based on the average of the values of our gross assets for each day of the prior month. Base management fees for any partial period were appropriately prorated. The base management fee had the ability to be deferred or waived, in whole or in part, at the election of GCM. All or any part of the deferred base management fee not taken as to any period was deferred without interest and may be taken in any period prior to the occurrence of a liquidity event as determined by GCM in its sole discretion. On July 1, 2021, the LLC entered into the Advisory Agreement with GCM. Effective July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of the net assets until the net assets exceed $800.0 million. The base management fee monthly rate will decrease to 0.15% (1.75% annually) for net assets between $800.0 million to $1.5 billion and to 0.13% (1.50% annually) for net assets greater than $1.5 billion. Following the completion of the Acquisition and the termination of the Advisory Agreement, the LLC no longer pays a management fee to GCM.

Note 4. Related Party Agreements and Transaction Agreements (cont.)


Type of Compensation and Recipient						Determination of Amount
Performance Participation Fees						Prior to the Acquisition, under the Fourth Operating Agreement, the “Performance Participation Fee” which the Special Unitholder was entitled to was calculated and payable in arrears, for an amount equal to 12.5% of the total return generated by the LLC during the most recently completed fiscal quarter, subject to a hurdle amount of 1.50% (or 6% annualized) (the “Hurdle Amount”), a loss carryforward amount and a fee carryforward amount. The “Total Return Amount” is defined for each quarterly calculation period, as an amount equal to the sum of: •The aggregate amount of all cash distributions accrued or paid (without duplication) during such quarter on the shares outstanding at the end of such quarter, plus •The amount of the change in aggregate NAV of such shares since the beginning of such quarter, before giving effect to (x) changes in the aggregate NAV of such shares during such quarter resulting solely from the net proceeds of issuances and/or repurchase of shares by the LLC, and (y) the amount of any accrual of the Performance Participation Fee during such quarter.
						The calculation of the Total Return Amount for each period included any appreciation or depreciation in the NAV of the shares issued during such period but exclude the proceeds from the initial issuance of such shares. The total NAV of the shares outstanding as of the last business day of a calendar quarter was the amount against which changes in the total NAV of the shares outstanding during the subsequent calendar quarter was measured. Furthermore, the “Loss Carryforward Amount” was initially equal to zero and cumulatively increased in any calendar quarter by the absolute value of any negative total return for such quarter and cumulatively decreased in any calendar quarter by the amount of any positive total return. The “Fee Carryforward Amount” was also initially equal to zero, and cumulatively increased in any calendar quarter by (i) the amount, if any, by which the Hurdle Amount (noted above) for such quarter exceeded any positive Total Return Amount for such quarter; and (ii) the amount, if any, by which the catch-up amount for such quarter exceeded excess profits for such quarter. The fee carryforward amount was cumulatively decreased in any calendar quarter by the amount, if any, of the Fee Carryforward Amount paid to the Special Unitholder for such quarter. Neither the Loss Carryforward Amount nor the Fee Carryforward Amount were permitted to less than zero at any given time.
						The Special Unitholder shall receive the Performance Participation Fee as follows: ● if the Total Return Amount for the applicable period exceeded the sum of (x) the Hurdle Amount for such period and (y) the Loss Carryforward Amount for such Period (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount paid to the Special Unitholder equals 12.5% of the sum of (x) the Hurdle Amount for such period and (y) any amount paid to the Special Unitholder pursuant to this clause (the “Catch-Up Amount”); ● to the extent there were remaining Excess Profits after payment of the Catch-Up Amount, 100% of such remaining Excess Profits until such amount paid to the Special Unitholder equaled the amount of the Fee Carryforward Amount for such period; and ● to the extent there are remaining Excess Profits after payment of the Catch-Up Amount and the Fee Carryforward Amount (as defined above), 12.5% of such remaining Excess Profits.
						The Liquidation Performance Participation Fee payable to the Special Unitholder will equal 20.0% of the net proceeds from a liquidation of the LLC in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital shall mean the LLC NAV immediately prior to the time of a liquidation or a listing. In the event of any liquidity event that involves a listing of the LLC's shares, or a transaction in which the LLC's members receive shares of a company that is listed, on a national securities exchange, the Liquidation Performance Participation Fee will equal 20.0% of the amount, if any, by which the LLC's listing value following such liquidity event exceeds the adjusted capital, as calculated immediately prior to such listing (the “Listing Premium”). Any such Listing Premium and related Liquidation Performance Participation Fee will be determined and payable in arrears 30 days after the commencement of trading following such liquidity event.

Note 4. Related Party Agreements and Transaction Agreements (cont.)

For the three months ended March 31, 2022, GCM earned $6.9 million in management fees.

The Performance participation fee recorded on the ~~consolidated financial statements as~~Consolidated Statement of ~~and~~Operations for the three months ended March 31, 2022 ~~(unaudited)~~is $0.4 million.

As of March 31, 2022, GCM owned 23,601 Class A shares and 2,776 Class P-D shares.

The LLC entered into secured loans to finance the purchase and installation of energy-efficient lighting with LED Funding LLC and AEC Companies. Certain of the loans with LED Funding LLC, 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 an indirect, noncontrolling ownership interest in GCM. The loans outstanding between the AEC Companies and the LLC, 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 March 31, 2022, all loans and leases are considered current per their terms.

On October 9, 2020, GREC made a $5.0 million LP commitment to GDEV, which was increased to $6.1 million in the fourth quarter of 2020. In April 2021, the commitment to GDEV increased to $7.5 million. As the initial investor, GREC was awarded a 10.00% carried interest participation in GDEV GP, GDEV's general partner. GDEV is an affiliate of GREC as GDEV shares the same investment advisor as the LLC. As of March 31, 2022, $2.9 million of the commitment was funded.

Note 5. Borrowings

On January 5, 2018, the LLC, through GREC HoldCo, entered into a credit facility agreement (the "Credit Facility"). The Credit Facility consisted of a loan of up to the lesser of $60.0 million or a borrowing base amount based on various solar projects that act as collateral for the Credit Facility, of which approximately $25.7 million was drawn down at closing. The Credit Facility allowed for additional drawdowns through December 31, 2018 and converted to a term loan with a maturity on January 5, 2024.

On June 20, 2019, the LLC, through GREC HoldCo, entered into an amended and restated credit agreement (the "New Credit Facility"). The New Credit Facility consists of a loan of up to the lesser of $110.0 million or a borrowing base amount based on various solar projects that act as collateral for the credit facility, of which approximately $58.3 million was drawn down at closing. In November 2020, the LLC, through GREC HoldCo, entered into the Second Amended and Restated Credit Agreement, which amends the New Credit Facility to make available a non-revolving line of credit facility that will convert into a term loan facility and a letter of credit facility. The commitments of the lenders aggregate to $97.8 million between existing term loans, future committed loans and letters of credit, of which approximately $90.7 million was drawn at closing. The New Credit Facility allows for additional drawdowns through November 25, 2021, at which point the outstanding loans shall convert to an additional term loan that matures on June 20, 2025.

The LLC used the net proceeds of borrowings under the New Credit Facility for investment in additional alternative energy power generation assets that are anticipated to become projects and for other general corporate purposes. Loans made under the New Credit Facility bear interest at 1.75% in excess of the three-month LIBOR. Prior to the New Credit Facility converting to a term loan, quarterly commitment fees on the average daily unused portion of the Credit Facility were payable at a rate per annum of 0.50%.

Borrowings under the New Credit Facility are back-leveraged and secured by all of the assets of GREC HoldCo and the equity interests of each direct and indirect subsidiary of the LLC. The LLC, GREC and each direct and indirect subsidiary of the LLC are guarantors of the LLC’s obligations under the New Credit Facility. GREC has pledged all of the equity interests of GREC HoldCo as collateral for the New Credit Facility.

Regarding the Credit Facility, the LLC has entered into five separate interest rate swap agreements as economic hedges. The first swap, with a trade date of June 15, 2017, an effective date of June 30, 2018 and an initial notional amount of $20.9 million, was used to swap the floating-rate interest payments on an additional principal amount of the Credit Facility, for a corresponding fixed payment. The fixed swap rate is 2.26%. The second swap, with a trade date of January 11, 2018, an effective date of December 31, 2018 and an initial notional amount of $29.6 million was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.65%. The third swap, with a trade date of February 7, 2018, an effective date of December 31, 2018 and an initial notional amount of $4.2 million, was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.97%. The fourth swap, with a trade date of January 2, 2019, an effective date of September 30, 2019 and an initial notional amount of $38.2 million, was used to swap the floating-rate interest payments on the

3745

Note 5. Borrowings (cont.)

remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.69%. The fifth swap, with a trade date of February 19, 2021, an effective date of February 26, 2021 and an initial notional amount of $7.1 million, was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 1.64%.

On December 6, 2019, GREC entered into a $15.0 million revolving letter of credit facility (“LC Facility”) agreement. On January 30, 2020, the LC Facility was amended to include an equipment loan, and the amount of $5.6 million was drawn down under the equipment facility loan. On March 18, 2020, a repayment of $1.9 million was made, reducing the outstanding balance of the equipment facility loan. On June 9, 2020, a repayment of the remaining outstanding balance occurred. In October 2020, the LC Facility agreement was amended to increase the aggregate principal amount to $22.5 million. On April 1, 2021, the LC Facility agreement was amended to maintain cash collateral in an amount equal to 100.00% of the outstanding obligation and the letter of credit fee was reduced from 2.25% to 0.75%. On June 3, 2021, the LC Facility agreement was amended to extend the maturity date to September 4, 2021. On September 3, 2021, the LC Facility agreement was amended to extend the maturity date to September 4, 2022. On September 28, 2021, the LC Facility agreement was amended to increase the aggregate principal amount to $32.5 million. On February 2, 2022, the LC Facility agreement was amended to increase the aggregate principal amount to $40.0 million.

The following table shows the components of interest expense related to the LLC's borrowings for the three months ended March 31, 2022:


	For the three months ended March 31, 2022
Credit Facility commitment fee	$	119,895
Credit Facility loan interest	388,251
Amortization of deferred financing costs	212,339
Total	$	720,485
Weighted average interest rate on Credit Facility	1.89		%
Weighted average outstanding balance of Credit Facility	$	82,137,433

Note 6. Members’ Equity

General

Pursuant to the terms of the Operating Agreement, the LLC may issue up to 400,000,000 shares, of which 350,000,000 shares are currently designated as Class A, C, I, P-A, P-D, P-S, P-T and P-I shares (collectively, common shares), and 50,000,000 are designated as preferred shares and one special unit. Each class of common shares has the same voting rights.

Class P-A shares were not offered for sale from March 29, 2019 through October 17, 2020, but were reinstated as of October 18, 2020, along with the commencement of three new share classes: P-D, P-T and P-S.

Note 6. Members’ Equity (cont.)

The following table is a summary of the shares issued and repurchased during the period and outstanding as of March 31, 2022:


	Shares Outstanding as of December 31, 2021	Shares Sold During the Period	Shares Issued through Reinvestment of Distributions During the Period	Shares Repurchased During the Period	Shares Outstanding as of March 31, 2022
Class A shares	16,580,558	—	103,559	(91,469)	16,592,648
Class C shares	2,741,963	—	23,229	(6,210)	2,758,982
Class I shares	6,449,493	—	58,506	(82,049)	6,425,950
Class P-A shares	783,593	—	7,928	—	791,521
Class P-I shares	92,069,013	11,168,668	272,128	(317,209)	103,192,600
Class P-D shares	198,548	—	299	—	198,847
Class P-S shares	46,324,757	713,196	173,397	(223,209)	46,988,141
Class P-T shares	239,594	—	1,386	—	240,980
Total	165,387,519	11,881,864	640,432	(720,146)	177,189,669

The proceeds from shares sold and the value of shares issued through the reinvestment of distributions for each class of shares for the three months ended March 31, 2022 were as follows:


	Class A shares		Class C shares		Class I shares		Class P-A shares		Class P-I shares		Class P-D shares		Class P-S shares		Class P-T shares		Total
For the three months ended March 31, 2022:
Proceeds from Shares Sold	$	—	$	—	$	—	$	—	$	98,272,872	$	—	$	6,300,999	$	—	$	104,573,871
Proceeds from Shares Issued through Reinvestment of Distributions	$	862,491	$	188,820	$	487,188	$	68,364	$	2,394,616	$	2,648	$	1,535,600	$	12,315	$	5,552,042

As of March 31, 2022, none of the LLC’s preferred shares were issued and outstanding.

Distribution Reinvestment Plan

The LLC adopted a DRP through which the LLC’s Class A, C and I shareholders may elect to have the full amount of cash distributions reinvested in additional shares 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 LLC’s prior public and current private offerings. As of November 30, 2020, pursuant to our Registration Statement on Form S-3D (File No. 333-251021), the LLC was offering up to $20.0 million in Class A, C and I shares to our existing shareholders pursuant to the 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. At its discretion, the Board of Directors may amend, suspend or terminate the DRP. The Board of Directors may also 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 LLC. A participant may terminate participation 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 March 31, 2022, the LLC issued 2,541,713 Class A shares, 432,886 Class C shares, 1,211,291 Class I shares, 24,360 Class P-A shares, 683,497 Class P-I shares, 1,442 Class P-D shares, 422,358 Class P-S shares and 3,856 Class P-T shares for a total of 5,321,403 aggregate shares issued under the DRP.

Share Repurchase Program

The LLC offers a SRP pursuant to which quarterly share repurchases will be conducted to allow members to sell shares back to the LLC at a price equal to the then current offering price less the selling commissions and dealer manager fees associated with 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 LLC may also use cash on hand (including the proceeds from the issuance of new shares), cash available from borrowings and cash from liquidation of investments to repurchase shares.

Note 6. Members’ Equity (cont.)

A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a member 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 LLC. 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.

Through September 30, 2020, quarterly share repurchases were conducted to allow up to approximately 5.00% of the weighted average number of outstanding shares in any 12-month period to be repurchased by the LLC. Effective September 1, 2020, the LLC, through approval by its Board of Directors, adopted an amended SRP, pursuant to which the LLC will conduct quarterly share repurchases to allow members to sell all or a portion of their shares (of any class) back to the LLC. The quarterly share repurchase limits for the LLC's new SRP are set forth below.


Quarter Ending						Share Repurchase Limit(s)
December 31, 2020						During such fiscal quarter, 1.88% of the weighted average number of shares outstanding in the prior four fiscal quarters
March 31, 2021						During such fiscal quarter, 2.50% of the weighted average number of shares outstanding in the prior four fiscal quarters
June 30, 2021						During such fiscal quarter, 3.75% of the weighted average number of shares outstanding in the prior four fiscal quarters
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 LLC 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.

Note 7. Distributions

On the last business day of each month, with the authorization of the LLC’s Board of Directors, the LLC declares distributions on each outstanding Class A, C, I, P-A, P-I, P-D, P-T and P-S 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
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	31-Dec-22	$	0.00152	$	0.00149	$	0.00152	$	0.00152	$	0.00158	$	0.00158	$	0.00158	$	0.00158

Note 7. Distributions (cont.)

The following table reflects the distributions declared for the three months ended March 31, 2022:


Pay Date	Paid in Cash		Value of Shares Issued under DRP		Total
February 1, 2022	$	6,216,132	$	1,856,347	$	8,072,479
March 1, 2022	5,712,141		1,720,315		7,432,456
April 1, 2022	6,496,827		1,975,380		8,472,207
Total	$	18,425,100	$	5,552,042	$	23,977,142

All distributions paid for the three months ended March 31, 2022 are expected to be reported as a return of capital to members for tax reporting purposes.

Cash distributions paid during the periods presented were funded from the following sources noted below:


	For the three months ended March 31, 2022
Cash from operations	$	—
Offering proceeds	18,103,151
Total cash distributions	$	18,103,151

The LLC expects to continue to fund distributions from a combination of cash from operations as well as other external financing sources. Due to the LLC’s change in acquisition strategy to include a greater number of pre-operational assets, a significant amount of distributions will continue to be funded from other external financing sources.

~~Table of contents~~

Note 8. Financial Highlights

The following is a schedule of the financial highlights of the LLC attributed to Class A, C, I, P-A, P-I, P-D, P-S and P-T shares for the three months ended March 31, 2022.


	For the three months ended March 31, 2022
	Class A shares			Class C shares			Class I shares			Class P-A shares			Class P-I shares			Class P-D shares			Class P-S shares			Class P-T shares
Per share data attributed to common shares (1)
Net Asset Value at beginning of period	$	8.32		$	8.13		$	8.32		$	8.58		$	8.80		$	8.80		$	8.74		$	8.52
Net investment income	0.02			0.02			0.02			0.02			0.02			0.02			0.02			0.02
Net realized and unrealized gain on investments and swap contracts	0.15			0.15			0.15			0.15			0.15			0.15			0.15			0.15
Change in translation of assets and liabilities denominated in foreign currencies (2)	—			—			—			—			—			—			—			—
(Provision for) income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts	(0.05)			(0.05)			(0.05)			(0.05)			(0.05)			(0.05)			(0.05)			(0.05)
Net increase in net assets attributed to common stockholders	0.12			0.12			0.12			0.12			0.12			0.12			0.12			0.12
Shareholder distributions:
Distributions from net investment income	—			—			—			—			—			—			—			—
Distributions from offering proceeds	(0.14)			(0.13)			(0.14)			(0.14)			(0.14)			(0.14)			(0.14)			(0.14)
Other (3)	—			—			(0.01)			—			—			—			(0.01)			0.01
Net decrease in members’ equity attributed to common shares	(0.14)			(0.13)			(0.15)			(0.14)			(0.14)			(0.14)			(0.15)			(0.13)
Net asset value for common shares at end of period	$	8.30		$	8.12		$	8.29		$	8.56		$	8.78		$	8.78		$	8.71		$	8.51
Common members’ equity at end of period	$	137,649,990		$	22,403,376		$	53,290,330		$	6,772,151		$	906,370,831		$	1,745,128		$	409,331,577		$	2,050,055
Common shares outstanding at end of period	16,592,648			2,758,982			6,425,950			791,521			103,192,600			198,847			46,988,141			240,980

Ratio/Supplemental data for common shares (annualized):
Total return attributed to common shares based on net asset value	1.38		%	1.56		%	1.29		%	1.41		%	1.44		%	1.39		%	1.33		%	1.62		%
Ratio of net investment income to average net assets	0.81		%	0.82		%	0.81		%	0.78		%	0.75		%	0.76		%	0.77		%	0.78		%
Ratio of operating expenses to average net assets	3.92		%	4.00		%	3.93		%	3.79		%	3.66		%	3.71		%	3.73		%	3.82		%
Portfolio turnover rate	0.64		%	0.64		%	0.64		%	0.64		%	0.64		%	0.64		%	0.64		%	0.64		%

(1)The per share data for Class A, C, I, P-A, P-I, P-D, P-S and P-T shares were derived by using the weighted average shares outstanding for the three months ended March 31, 2022, which were 16,614,705, 2,749,777, 6,468,518, 786,280, 98,315,037, 198,649, 47,059,400 and 240,063, respectively.

(2)Amount is less than $0.01 per share.

(3)Represents the impact of different share amounts used in calculating certain per share data based on weighted average shares outstanding during the period and the impact of shares at a price other than the net asset value.

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

The following discussion and analysis should be read in conjunction with ~~the Company’s consolidated financial statements~~Greenbacker Renewable Energy Company LLC’s Consolidated Financial Statements and related notes and other financial information appearing elsewhere in this Quarterly ~~report on Form 10-Q.~~

~~Forward Looking Statements~~

~~Various statements in this quarterly report, including those that express a belief, expectation or intention, as well as those that are not statements~~Report. The use of ~~historical fact, are forward-looking statements. The forward-looking statements may include projections~~“we”, “us”, “our” 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 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 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“Company” refer, collectively to the numerous risks and uncertainties as described under “Risk Factors” and elsewhere in this report. All forward-looking statements are based upon information available to us on the date of this 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 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:

•~~changes in the economy;~~

•~~the ability to complete the renewable energy projects in which we invest;~~

•our relationships with project developers, lawyers, investment and commercial banks, individual and institutional investors, consultants, diligence specialists, EPC companies, 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 U.S. Treasury grants and potential reductions in renewable portfolio standards (“RPS”) requirements;

•~~competition from other energy developers;~~

•~~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;~~Greenbacker Renewable Energy

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•~~potential environmental liabilities~~Company LLC and its subsidiaries, unless otherwise expressly stated or context otherwise requires. This report does not constitute an offer of any of 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 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;~~

•~~risks associated with possible disruption in our operations or the economy generally due to terrorism or natural disasters; and~~

•~~future changes in laws or regulations and conditions in our operating areas.~~Company's managed funds described herein.

Organizational Overview

The ~~LLC~~Company conducts substantially all of its operations through its wholly owned subsidiary, ~~Greenbacker Renewable Energy Corporation (“GREC”).~~

~~GREC is~~GREC. Until May 19, 2022, the Company was externally managed by GCM. As of and after May 19, 2022, the Company operates as a ~~Maryland corporation formed in November 2011,~~fully integrated and the LLC currently holds all of the outstanding shares of capital stock of GREC. GREC Entity HoldCo LLC (“GREC HoldCo”), a wholly owned subsidiary of GREC, was formed in Delaware in June 2016. GREC Administration LLCinternally managed company after acquiring GCM and ~~Danforth Shared Services LLC, both~~several other related entities, which are now wholly owned subsidiaries of ~~GREC, were formed in Delaware in January 2020~~GREC. The Company’s fiscal year-end is December 31.

The Company previously conducted continuous public offerings of Class A, C, and ~~May 2019, respectively. The use~~I shares of ~~“we”, “us”, “our”~~limited liability company interests, along with Class A, C, and ~~the “Company” refer, collectively,~~I shares pursuant to the ~~LLC, GREC, GREC HoldCo, GREC Administration~~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 currently offers the DRP pursuant to which shareholders may elect to have the full amount of cash distributions reinvested in additional shares. The Company also offers the SRP pursuant to which quarterly share repurchases are conducted to allow shareholders to sell shares back to the Company.

The organizational structure chart below depicts a simplified version of our structure as of the date of the filing of this Quarterly Report. This structure chart does not include all legal entities.

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(1) Includes common shares, representing less than 1% of the Company’s outstanding shares, issued to Group LLC and ~~Danforth Shared Services LLC.~~held back in the event Group LLC breaches its representations and warranties under the Contribution Agreement, and until such time as the survival period specified therein expires.

(2) Held directly or through entities owned by them. Refer to the Company’s 2022 Form 10-K for a summary of these interests that were issued in connection with the Acquisition.

(3) Greenbacker Administration performs certain operational management, construction management, compliance and oversight services, as well as asset accounting and administrative services, for certain of our managed funds. In connection with the Acquisition, Greenbacker Administration also provides certain transitional services, which include financial and corporate recordkeeping services, to Group LLC and certain other parties. Refer to Note 16. Related Parties in the Notes to the Consolidated Financial Statements (Non-Investment Basis) for further details on these agreements.

(4) GCM is an SEC-registered investment adviser and provides investment management services to our managed funds, GROZ, GDEV I, GDEV II, and GREC II.

(5) We ~~are externally~~hold a 75.00% interest in the general partner of one of our managed funds, GDEV GP. The amended and ~~advised by~~restated limited partnership agreements of GDEV I provides for a 20.00% carried interest over an 8.00% hurdle, subject to side letter agreements. In addition, we hold 90.00% interest in the general partner of one of our ~~Advisor, Greenbacker Capital~~ managed funds, GDEV GP II. The amended and restated limited partnership agreement of

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GDEV II provide for a 20.00% carried interest over an 8.00% hurdle, subject to a side letter agreement. Refer to Note 16. Related Parties under the Non-Investment Basis for further details on these interests.

Management ~~LLC (the “Advisor” or “GCM”), a~~Internalization

On May 19, 2022, the Company completed the Acquisition pursuant to which it acquired substantially all of the business and assets, including intellectual property and personnel of its external advisor, GCM, an investment management and energy transition, renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment ~~advisor~~adviser under the ~~Investment~~ Advisers Act, Greenbacker Administration and certain other affiliated companies. All of ~~1940,~~the acquired businesses and assets were immediately thereafter contributed by the Company to GREC. As a result of the Acquisition, the Company operates as ~~amended (“Advisers Act”).~~a fully integrated and internally managed company with its own dedicated executive management team and other employees to manage its business and operations. The ~~LLC’s fiscal year-end is December 31.~~Company now operates with the capabilities of both an actively managed owner-operator of sustainable infrastructure and renewable energy businesses and as an active third-party investment manager of other funds within the sustainable infrastructure and renewable energy industry.

~~Our~~Business Overview

The Company’s business objective is to generate attractive risk-adjusted returns for ~~our members,~~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. We expect~~America, as well as by providing investment management services to funds within the ~~size~~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.

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 ~~investments~~fleet. Such costs are recorded as Direct operating costs for IPP.

•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.

The segment discussion following, and included in Part II — Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations within this Quarterly Report, reflects information on our business as of March 31, 2023, and includes the impact of the Acquisition.

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Independent Power Producer Segment

Our IPP segment represents the active management and operations of our fleet of renewable energy projects, including those in late-stage development and construction. Our growth strategy for the IPP segment is to continue to build a diversified portfolio of renewable energy, energy efficiency and other sustainability-related projects and businesses.

We target IPP acquisitions that generally range between ~~approximately $5~~approximately $1 million and ~~$100~~$250 million. WeWe will seek to maximize our risk-adjusted returns by: (1) capitalizing on market opportunities; (2) focusing on hard assets that produce dependable cash flows; (3) efficiently utilizing government incentives where available; (4) employing creative deal structuring to optimize capital and ownership structures; (5) partnering with experienced financial, legal, engineering and other professional firms; (6) employing sound due diligence and risk mitigation processes; and (7) monitoring and managing our portfolio of assets on an ongoing basis. We may change our ~~investment policies and~~acquisition strategies without prior notice or ~~member~~shareholder approval.

Our goal is to assemble a diversified portfolio of renewable energy, energy efficiency and other sustainability-related projects and businesses. 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 and EECs. We initially have focused on solar, wind and energy efficiency projects. We believe solar energy projects generally offer more predictable power generation characteristics due to the relative predictability of sunlight over the course of time compared to other renewable energy technologies, and therefore we expect them to provide more stable income streams. However, technological advances in wind turbines and other energy-generation technologies, as well as government incentives, also make wind energy and other types of projects attractive. Solar energy projects provide maximum energy production during daylight hours in the summer months when days are longer and nights shorter. Solar energy projects tend to have minimal environmental impact, enabling such projects to be developed close to areas of dense population where electricity demand is highest. Solar technology is scalable and well-established, and it is relatively simple to integrate new acquisitions and projects into our portfolio.

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Over time, we have broadened our strategy, and expect to continue to broaden our strategy to include other types of renewable energy projects and energy efficiency projects and businesses, which may include wind farms, hydropower assets, geothermal plants, biomass and biofuel assets, combined heat and power technology assets, fuel cell assets and other energy efficiency assets, among others, and to the extent we deem the opportunity attractive, other energy and sustainability-related assets and businesses.

Our preferred ~~investment~~acquisition strategy is to acquire controlling equity stakes in our target assets or to be named the managing member of a limited liability company in order to oversee and supervise its operations. We define controlling equity stakes as companies in which we own 25% or more of the voting securities of such company, have greater than 50% representation on such company’s board of directors, or as the managing member of a limited liability company. However, we will also provide financing to projects owned by others, including through the provision of secured loans which may or may not include some form of equity participation.

We ~~may~~from time to time also provide projects with senior unsecured debt, subordinated secured debt, subordinated unsecured debt, mezzanine debt, convertible debt, convertible preferred equity and preferred equity, and make minority equity investments. We ~~may~~from time to time also participate in projects by acquiring contractual payment rights or rights to receive a proportional interest in the operating cash flow or net income of a project. We may also make equity investments in or loans to parties financing the supply of renewable energy and energy efficiency to residential and commercial customers or adopting strategies that encourage energy conservation to reduce the consumption of energy by those customers. Our ~~ongoing~~ strategy ~~will be tailored to~~is flexible, and we balance long-term cash flow certainty, which we can achieve through long-term agreements for our projects, with shorter-term arrangements that allow us to potentially generate higher risk-adjusted returns.

We expect to supplement our equity capital and increase potential returns to our ~~members~~shareholders through the use of prudent levels of borrowings, both at the corporate level and the project level. In addition to any corporate credit facility or other secured and unsecured borrowings, we ~~expect to~~ use a variety of other financing methods at the project level as necessary, including but not limited to joint venture structures, back leverage loans, 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, we may issue publicly or privately placed debt instruments. When appropriate, we will seek to replace short-term sources of capital with long-term financing.

We have historically focused on solar, wind and energy efficiency projects. We believe solar energy projects generally offer more predictable power generation characteristics due to the relative predictability of sunlight over the course of time compared to other renewable energy technologies, and therefore we expect them to provide more stable income streams. However, technological advances in wind turbines and other energy-generation technologies, as well as government incentives, also make wind energy and other types of projects attractive. Solar energy projects provide maximum energy production during daylight hours in the summer months when days are longer and nights shorter. Conversely, wind energy projects tend to provide more energy production during nighttime hours and during the winter months thus providing a diversified production profile. Solar energy projects vary in size from hundreds of kW to hundreds of MW and tend to have minimal environmental impact, enabling such projects to be developed close to areas of dense population where electricity demand is highest.

Over time, we have broadened our strategy, and expect to continue to broaden our strategy to include other types of renewable energy projects and energy efficiency projects and businesses, which may include battery storage, hydropower assets, geothermal plants, biomass and biofuel assets, combined heat and power technology assets, fuel cell assets and other energy efficiency assets, among others, and to the extent we deem the opportunity attractive, other energy and sustainability-related assets and businesses.

As of March 31, 2023, our fleet comprised 456 renewable energy projects with an aggregate power production capacity of approximately 3.4 GW when fully operational, as summarized below.

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Technology	Number of Assets		Capacity in MW
	Operating	Pre-Operating	Operating	Pre-Operating
Solar	298	106	958.2	1,930.1
Wind	16	1	386.1	54.4
Biomass	1	N/A	12	N/A
Battery Storage	19	11	8.3	14.1
Energy Efficiency	4	N/A	N/A	N/A
Total	338	118	1,364.6	1,998.6

We have diversified our fleet of renewable energy projects both by industry type as illustrated above, and geographically.As of March 31, 2023, our fleet was spread across 32 states, Canada, Puerto Rico and Washington, D.C., as illustrated below.

PORTFOLIO ASSET MAP

* Solar asset in Canada is not shown on the map

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CAPACITY BREAKDOWN
Technology	Percent capacity (%)	Size (MW)
Solar	85.9	2,888.3
Wind	13.1	440.5
Biomass	0.4	12.0
Battery Storage	0.7	22.4

Our renewable energy projects generate revenue primarily by selling (1) generated electric energy and/or capacity to local utilities and high-quality utility, municipal, corporate and ~~individual~~in the case of community solar, residential counterparties; and (2) in some cases, RECs ~~EECs~~ and other commodities associated with renewable generation or related incentives. We seek to acquire or finance projects that contain transmission infrastructures and access to power grids or networks that will enable the generated power to be sold. We generally expect our projects will have PPAs with one or more counterparties, including local utilities or other high-credit-quality counterparties, who agree to purchase the electricity generated from the project. We refer to these PPAs as “must-take contracts,” and we refer to these other counterparties as “offtakers.” These must-take contracts in general are output-based and guarantee that all electricity generated by each project will be purchased.

As of March 31, 2023, the PPA contracts in our existing operating fleet have approximately 18 weighted average years remaining prior to exposure to market prices.

Although we intend to work primarily with high-credit-quality counterparties, if an offtaker cannot fulfill its contractual obligation to purchase the power, we generally can sell the power to the local utility or other suitable counterparty, which would potentially ensure that revenue is generated for all solar electricity generation. We may also generate revenue from the receipt of interest, fees, capital gains and distributions from investments in our target assets.

We employ a rigorous credit underwriting process for each of our contractual counterparties, including: (1) identification of high-credit-quality counterparties with appropriate bonding and insurance capacity; (2) where available, the review of counterparty financial statements and/or publicly available credit rating reports; (3) worst-case analysis testing of assets; and (4) ongoing monitoring of acquired assets and counterparty creditworthiness, including monitoring the public credit ratings reports issued by Moody’s and Standard and ~~Poor’s; and (5) reviewing individual FICO scores in regard to residential solar where the homeowner is the counterparty.~~

The following table illustrates the allocation by percentage of the Company’s contracted revenue by counterparty type and creditworthiness for the three months ended March 31, 2022 and the year ended December 31, 2021.

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For the three months ended March 31,
2022 For the year ended December 31,
2021
Investment grade
Utility 69.4 % 64.7 %
Municipality 7.9 % 8.8 %
Corporation 5.6 % 6.5 %
Subtotal investment grade 82.9 % 80.0 %
Non-investment grade or no rating
Utility 9.6 % 11.2 %
Municipality 3.9 % 5.2 %
Residential 0.1 % 0.1 %
Corporation 3.5 % 3.5 %
Subtotal non-investment grade or no rating 17.1 % 20.0 %
Total 100.0 % 100.0 %
Poor’s.

Our PPAs, when structured with utilities and other large commercial users of electricity, are generally long-term in nature, tied to 100% of the output of the specific generating asset, and priced at a rate established pursuant to a formula set by the contract. The formula is often dependent upon the type of subsidies, if any, offered by the local and state governments for project development.asset. Although we focus on projects with long-term contracts that ensure

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price certainty, we may also look for projects with shorter-term arrangements that will allow us to participate in market rate changes, which may lead to higher current income.

A number of the PPAs for our projects are structured as ~~“behind the meter”~~“behind-the-meter” agreements with residential, commercial or government entities. Under the agreements, all electricity generated by a project will be purchased by the offtaker at an agreed-upon rate that may be set at a slight discount to the retail electric tariff rate for the offtaker. These agreements also typically provide for annual rate increases over the term of the agreement, although that is not a necessary requirement. The ~~behind the meter~~behind-the-meter agreement is generally ~~long term~~long-term in nature, and further typically provides that, should the offtaker fail to fulfill its contractual obligation, ~~any~~in some cases electricity that is not purchased by the offtaker may be sold to the local utility, usually at an equivalent wholesale spot electric ~~rate.~~rate, more typically the projects would have remedies available in terms of make whole and termination provisions that seek to satisfy the required economics of the deal.

The following chart illustrates the allocation by percentage of the Company’s contracted offtakers by counterparty type and creditworthiness as of March 31, 2023:

* Non-rated offtakers are unrated by credit rating agencies.

Acquisition of Pre-Operating Assets

We believe that the hallmark of a successful acquisition strategy is the ability to take advantage of new opportunities and adjust to changing market conditions. Over the years, the Company observed an increase in the opportunities to participate in projects that were largely similar to our operating assets in terms of the long-term risks, but which promised additional returns if we could manage additional risks in the early stages of the investment lifecycle. As a result, we expanded our investment capabilities to include four basic investment categories:

1.Operating Assets – We will continue to acquire and invest in solar, wind and other alternative energy assets that are already in commercial operation and generating investment returns through the sale of contracted electricity and environmental attributes.

2.Assets before their COD – We will also purchase assets that have ~~structured some~~been constructed by developers but have not been placed in service. Functionally these assets are generally ready to generate electricity but have not reached a milestone known as PTO with the local utility or COD. While we have determined that a modest investment premium could be obtained by investing before PTO and COD, most importantly the term of the contracted cash flows is maximized through this strategy.

3.Assets at NTP – We further determined that we could invest in assets that had not yet been constructed but that had received substantially all of the contracts necessary to operate and permits necessary to begin construction, a milestone

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known as NTP. While potentially riskier than operating or pre-COD projects due to the level of construction risk, we believe that the additional return associated with these projects more than compensates for the additional risk. Furthermore, when we invest in NTP assets we generally have the added benefit of having more control of equipment selection and implementation of construction best practices, which positively affects the long-term performance of our ~~previous investments in residential solar with similar commercial arrangements to those~~plants. With the continued growth of ~~the PPAs with utilities and other large commercial users of electricity of our energy projects, as described above.~~

We currently finance energy efficiency projects, which seek to enable residential customers, businesses and governmental organizations to consume less energy while at the same time providing the same or greater level of amenity. Financing for energy efficiency projects is generally used to pay for energy efficiency retrofits of buildings, homes and businesses, and replacement of other inefficient energy-consuming assets with more modern technologies. These projects are structured to provide predictable long-term cash flows by receiving a portion of the energy savings and the potential sale of associated RECs and EECs generated by such installations. In each of our renewable energy and energy efficiency investments, we intend, where appropriate, to maximize the benefits of renewable portfolio standards ("RPS") as well as other U.S. federal, state and local government support and incentives for the renewable energy ~~industry.~~

~~In October 2020, Greenbacker Development Opportunities Fund I, LP ("GDEV") was launched to make private equity and development capital investments~~market, driven by increases in the ~~sustainable infrastructure industry. GREC's investment~~level of Renewable Portfolio Standards in ~~GDEV is synergistic~~several states and the recent passage of the IRA, we identified a significant number of NTP transactions coming to market and an opportunity to develop strong pipeline-type relationships with the ~~Company's core business, and it is expected~~developers of these projects. Besides increasing returns to ~~retain and strengthen existing developer relationships,~~investors, this has enabled management to substantially increase our access to a proprietary pipeline of sound projects.

4.Special Situations – We also determined there are market opportunities for selected projects driven by either technical or financial issues, either at the project or owner level, that can be resolved by accessing the broad range of expertise we have in-house to deal with our day-to-day operations. Therefore, we determined that on a limited basis we would make investments that have these characteristics, since by resolving the issues, we have the potential to generate attractive returns. We believe that the number of ~~developer relationships within~~these “distressed” assets may increase materially over the ~~Company going forward,~~coming years.

In order to execute this broader investment strategy, we have built a dedicated team of technical asset management professionals. We now have a team of experienced engineers, operations and maintenance experts, and construction professionals, which enabled us to expand our investment focus into these additional categories of investment. In addition to the expansion of our current investment strategy as laid out above, having a team of experienced engineers and construction managers increases our ability to extract revenue from aging renewable energy assets through repowers and plant optimization. Having access to this level and breadth of expertise is a major competitive advantage for us in the marketplace.

Strategic Considerations of Acquiring NTP Projects

We believe that acquiring renewable energy projects across the four categories discussed above provides the best opportunity for us to generate ~~incremental~~attractive returns over the medium term, diversify our portfolio, and create a proprietary pipeline of sound investment opportunities for future growth. The downside of this approach is that investing in pre-operational solar and wind projects has a negative impact on near-term cash flows as material amounts of our capital is invested in non-yielding assets. To minimize the ~~Company and give~~downside effects of the ~~Company insights~~strategy, management continues to explore more sophisticated financing tools to enable us to direct more of our investable capital into ~~new markets and trends within~~current income-generating investments going forward. As the ~~industry.~~size of our portfolio grows, our ability to access more sophisticated financial products increases.

Our Financing Strategy

We ~~expect to~~ supplement our equity capital and increase potential returns to our ~~members~~shareholders through the use of prudent levels of borrowings both at the corporate level and the project level. The ~~LLC's Fourth Amended and Restated Limited Liability~~

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~~Company~~Company's Fifth Operating Agreement does not impose limitations on the amount of borrowings we may employ, either at the corporate level or the project level. ~~We expect that we will~~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,~~acquisition strategy for IPP, with individual allocations of leverage based on the mix of asset types and obligors; however, we will in no event exceed a leverage ratio of $3 of debt for every $1 of equity, unless any excess is approved by a majority of our independent directors. In addition to any corporate-level credit facility or other secured and unsecured borrowings, we expect to use other financing methods at the project level as necessary, including joint venture structures, back leverage loans, 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, we may issue publicly or privately placed debt instruments. Our indebtedness may be recourse or non-recourse and may be cross-collateralized. In addition, we may invest in assets subject to existing liens, or may refinance the indebtedness on assets acquired on a leveraged basis. We may use the proceeds from any borrowings to acquire assets, refinance existing indebtedness, finance investments, fund distributions or for general corporate purposes. In addition to these financing methods, we may utilize tax equity structures to monetize U.S. federal income tax attributes.

~~The table below sets forth the Company’s investments in alternative energy generation portfolios as of March 31, 2022.~~

Transaction Close Date Industry Location(s) Form of Investment*** Cost**/Principal Amount* Assets Generation Capacity in (MW)*
Pacifica Portfolio Q2 2020 - Q3 2020 Battery Storage California 100% Ownership $ 11,603,047 Operating and to-be-constructed battery energy storage facilities 14.3
Other Battery Storage Portfolios Q4 2021 Battery Storage New York 100% Ownership $ 4,855,679 To-be-constructed battery energy storage facilities 10.0
Eagle Valley Biomass Portfolio Q2 2019 Biomass Colorado 100% Ownership $ 24,479,299 Operating biomass facility 12.0
Celadon Portfolio Q1 2019 - Q4 2021 Commercial Solar California, Colorado, Washington D.C., Illinois, Massachusetts, Minnesota, Nevada, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Utah, Vermont, Washington and Wisconsin 100% Ownership or Managing Member, Equity Owner $ 187,909,496 Commercial ground, rooftop-mounted photovoltaic systems and carport system 173.9
GEH Portfolio Q1 2015 - Q2 2021 Commercial Solar Arizona, California, Colorado, Connecticut, Florida, Hawaii, Indiana, Massachusetts, Maryland, New Jersey, New York, North Carolina, Tennessee and Vermont 100% Ownership or Managing Member, Equity Owner $ 151,057,169 Commercial and residential ground, rooftop-mounted photovoltaic systems and carport system 100.5
Ponderosa Portfolio Q4 2020 - Q1 2021 **** Commercial Solar Montana, and South Dakota 100% Ownership $ 72,929,785 Commercial and rooftop-mounted solar photovoltaic systems 198.7

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Transaction Close Date Industry Location(s) Form of Investment*** Cost**/Principal Amount* Assets Generation Capacity in (MW)*
Sego Lily - Solar Portfolio Q4 2020 - Q1 2021 Commercial Solar California and Utah 100% Ownership or Managing Member, Equity Owner $ 110,636,061 Commercial ground and rooftop-mounted photovoltaic systems 119.9
Trillium Portfolio Q4 2018 - Q4 2020 Commercial Solar Arkansas, California, Colorado, Maryland, Massachusetts, New Jersey, Oregon, Pennsylvania, Vermont and Washington D.C. Managing Member, Equity Owner $ 75,943,161 Commercial and residential ground, rooftop-mounted solar photovoltaic systems and carport system 84.7
Other Commercial Solar Portfolios Q3 2014 - Q1 2022 Commercial Solar Ontario, Canada, California, Colorado, Illinois, Maine, Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey, New York, North Carolina, Rhode Island, South Dakota, Vermont, Washington, D.C. and Wyoming 100% Ownership or Managing Member, Equity Owner $ 313,677,497 Commercial and residential ground and rooftop-mounted solar photovoltaic systems 1,535.1
Sego Lily - Wind Portfolio Q1 2020 - Q2 2021 Wind California and Maine Managing Member, Equity Owner $ 117,376,719 Operating wind power facilities 72.8
Greenbacker Wind Holdings II Portfolio Q4 2015 - Q4 2020 Wind Iowa, Massachusetts and Montana 100% Ownership or Managing Member, Equity Owner $ 63,171,752 Operating wind power facilities 90.0
Greenbacker Wind - HoldCo Portfolio Q2 2017 - Q4 2019 Wind Idaho, Iowa, Minnesota and Vermont 100% Ownership $ 87,619,177 Operating wind power facilities 131.3
Other Wind Investments Portfolios Q4 2017 - Q3 2021 Wind California, Minnesota and New York 100% Ownership $ 56,747,122 Operating wind power facilities 92
Other Portfolios Q4 2015 Other Delaware and Vermont 100% Ownership or Equity Owner $ 44,802,587 Commercial ground and rooftop-mounted photovoltaic systems N/A
Other Energy Efficiency Portfolios Q3 2015 - Q4 2015 Energy Efficiency Pennsylvania and Puerto Rico Secured Loan, Capital Lease $ 613,736 Energy efficiency LED lighting N/A
Chaberton Loan Q3 2021 Secured Loan Maryland Secured Loan $ 5,032,122 Loan N/A
Cider Loan Q1 2022 Secured Loan New York Secured Loan $ 13,928,400 Loan N/A
Encore Loan Q4 2019 Secured Loan Vermont Secured Loan $ 3,058,527 Loan N/A
New Market Loan Q4 2019 Secured Loan North Carolina Secured Loan $ 5,008,070 Loan N/A
Shepherd's Run Loan Q4 2020 Secured Loan New York Secured Loan $ 8,751,528 Loan N/A

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Transaction Close Date Industry Location(s) Form of Investment*** Cost**/Principal Amount* Assets Generation Capacity in (MW)*
SE Solar Loan Q1 2019 Secured Loan North Carolina Secured Loan $ 5,008,304 Loan N/A
Allspring Treasury Plus Money Market Fund - Institutional Class Q4 2021 Money Market Funds N/A Money Market Funds $ 14,362,448 Money Market Funds N/A
Fidelity Government Portfolio - Class I Q1 2020 Money Market Funds N/A Money Market Funds $ 19,359,861 Money Market Funds N/A
First American Government Obligations Fund - Class X Q2 2021 Money Market Funds N/A Money Market Funds $ 19,309,861 Money Market Funds N/A
First American Government Obligations Fund - Class Z Q4 2021 Money Market Funds N/A Money Market Funds $ 50,000 Money Market Funds N/A
JPMorgan US Government Money Market Fund - Class L Q1 2021 Money Market Funds N/A Money Market Funds $ 14,362,449 Money Market Funds N/A
Total $ 1,431,653,857 2,635.2

*~~Approximate~~

** Does not include assumed project-level debt

*** 100% equity ownership (>50%), equity owner (<50%), managing member of the limited liability company, secured loan, money market funds, or a capital lease

**** This portfolio includes assets with a transaction close date prior to the period in which they were transferred to the Ponderosa Portfolio

Of the total capacity of 2,635.2 MW, 1,097.2 MW is associated with operating assets and 1,538.0 MW is associated with pre-operational assets, including certain projects where we have contracted for the acquisition of the project pursuant to membership interest purchase agreements. Refer to the Portfolio and Investment Activity section for further discussion.

The LLC conducts a significant portion of its operations through GREC, of which the LLC is the sole shareholder. We intend to continue to operate our business in a manner permitting us to not be required to register under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Pursuant to the now-terminated Registration Statement on Form S-1 (File No. 333-211571), we offered on a continuous basis up to $1,000,000,000 in shares of our limited liability company interests. The primary offering was terminated on March 29, 2019. The LLC’s initial offering pursuant to a Registration Statement on Form S-1 (File No. 333-178786-01) terminated on February 7, 2017. As of June 4, 2019, pursuant to our Registration Statement on Form S-3D (File No. 333-231960) we were offering a maximum of $10,000,000 in shares to our existing shareholders pursuant to the DRP. As of November 30, 2020, pursuant to our Registration Statement on Form S-3D (File No. 333-251021), the LLC is offering up to an additional $20,000,000 in Class A, C and I shares to our existing shareholders pursuant to the DRP. Shares of the LLC’s limited liability company interests issued pursuant to the DRP through the period ending September 30, 2020 were being offered at the price equal to the then current offering price per each class of shares less selling commissions and dealer manager fees. Effective October 1, 2020, DRP shares are being offered at a price equal to our Monthly Share Value for each class of our shares. As of February 1, 2021, the DRP was amended to include all of the LLC’s privately offered share classes.

Pursuant to private placement memoranda, the LLC was offering Class P-A, P-I, P-S, P-T, and P-D shares. As of March 17, 2022, the Company is closed to new equity capital and is no longer offering shares except pursuant to the DRP.After the finalization of the March 31, 2022 NAV, the Monthly Share Value for Class A, C, I, P-A, P-I, P-S, P-T and P-D shares was $8.32, $8.13, $8.32, $8.62, $8.80, $8.86, $8.88 and $8.84 per share, respectively. To the extent that our Monthly Share Value per share per class on the most recent valuation date increases above or decreases below our prior Monthly Share Value per share per class, we will adjust the prices DRP shares are being offered at for each class of shares as appropriate.

As of March 31, 2022, through initial purchases of shares and participation in the DRP, our Advisor owned 23,601 Class A shares and through initial purchases of shares, our Advisor owned 2,776 Class P-D shares. As of December 31, 2021, through initial purchases of shares and participation in the DRP, our Advisor owned 23,601 Class A shares and through initial purchases of shares, our Advisor owned 2,776 Class P-D shares.

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As of March 31, 2022, we had received subscriptions for and issued 184,754,061 of our shares (including shares issued under the DRP) for gross proceeds of $1,668,425,149 (before dealer manager fees of $4,578,174 and selling commissions of $14,601,378 for net proceeds of $1,649,245,597). As of December 31, 2021, we had received subscriptions for and issued 172,189,009 of our shares (including shares issued under the DRP) for gross proceeds of $1,558,357,569 (before dealer manager fees of $4,578,174 and selling commissions of $14,601,378 for net proceeds of $1,539,178,017).

General Market Overview for Alternative Energy Projects

The U.S. electric consumer expects a virtually error-free, consistent supply of sufficient electricity at all times for all purposes. The U.S. power industry, which includes energy generation and transmission, is structured to ensure a sufficient, constant supply of energy to all ~~end users~~end-users to meet varying demand requirements on a minute-by-minute basis.Historically, the mix of electricity supply was dependent largely on fossil fuels such as coal and natural gas as well as nuclear and hydroelectric power.However, this is changing rapidly due to the rise of renewable ~~energy.~~energy and the ongoing electrification of the transportation fleet. According to the EIA, as late as 2014, fossil fuels such as coal, petroleum and gas supplied about 67% of

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the U.S.’s energy requirements. Since then, however, there has been a shift in the mix highlighted by a substantial rise in renewables, which grew to 22% of the U.S. ~~Energy Information Administration (the “EIA”~~power generation mix in 2022. The EIA expects this trend to continue, estimating that in 2023 renewables will rise to 24% of the U.S.’s power generation mix (and continue to increase in 2024). The advance of renewable energy has also created new opportunities in adjacent energy transition investments including energy storage and grid enhancements. Furthermore, advances in electric vehicle adoption have created a substantial need for investment in charging stations and other related infrastructure.

According to BloombergNEF (“BNEF”), renewable energy, ~~represented 20%~~which includes wind, solar, biofuels, and other renewables, remained the largest sector in investment terms, achieving a new record of ~~U.S. electricity generation~~$495 billion committed in ~~2021, a percentage which they expect to more than double over~~2022, up 17% from the ~~next two decades. Renewable~~year prior.1

We believe that renewable energy isand the energy transition are poised to gain even more market share, ~~over the decades to come,~~ driven ~~largely~~ by several supportive trends:

The decline of coal. The U.S. coal industry is rapidly declining in the face of lower-cost natural gas and renewable energy, ~~and~~as well as regulations designed to reduce greenhouse gas emissions and protect public health.

The EIA expects coal-burning power plants will account for the majority of retiring utility scale power generation in 2023.

Falling price of ~~renewables.~~renewables and storage. The cost of renewable energy ~~particularly solar~~ and ~~wind,~~energy storage has fallen substantially over the past decade, making renewable energy the lowest-cost provider of new generation in many markets.

State mandates. ~~State requirements~~States' clean energy goals and mandates to use more renewable energy sources have contributed to the historic growth of renewables and are likely to drive further growth.

Federal support. Availability of government policy and other financial incentives for building new renewable capacity has supported the case for renewables when they were priced.

This includes the passage of the IRA.

Environmental concerns. Reliance on fossil fuels has resulted in excessive production of harmful greenhouse gas emissions, which has been identified as one of the major causes of global climate change and numerous other environmental issues.This has led to growing support among the voting public for an energy transition based upon renewable energy.

The result of these and other factors is that renewable energy has gone from being a niche player in energy markets to being widely perceived as the present and future of energy generation in the United States.

We anticipate that these trends will ~~accelerate~~continue accelerating the growth of renewable energy, particularly solar and wind for power generation and batteries for storage.

The U.S. Renewable Energy Industry Has Been a High-Growth Market

The market for renewable energy has grown rapidly over the past decade. According to ~~Bloomberg New Energy Finance, worldwide investment~~the EIA, renewables will now account for 24% of U.S. electric generation in 2023. In 2022, renewable ~~generation topped $366~~energy sources generated over 1,087 billion ~~in 2021, a trend which is~~kWh of electricity and are expected to ~~continue.~~

generate more than 1,109 billion kWh of power in 2023.

The U.S. Renewable Energy Industry Is Expected to Be a High-Growth Market for Decades

We believe that demand for renewable energy will continue to grow as countries seek to reduce their dependence on outside sources of energy, and as the political and social climate continues to demand social responsibility on environmental matters. The EIA anticipates that consumption of renewable energy and the need for additional battery storage will grow significantly by 2050, supported by decreasing technology costs, as well as wind and solar incentives.

Energy Transition Investments Have Grown Substantially and Are Expected to Continue

~~In addition, supported in part by federal tax credits~~According to BNEF, annual global investment in the ~~early part~~energy transition has more than quadrupled in the past decade, reaching new heights each year of that period. In 2022, energy transition investments topped $1 trillion for the ~~projection period, U.S. federal renewable fuel standards and state RPS, non-hydropower renewable generating capacity is expected to grow at a faster rate than fossil fuel capacity, according to~~first time, significantly surpassing the previous record of $849 billion in 2021.

Tax Equity Capital Sources in the Renewable Energy ~~Data Book. According~~Market

Our ability to raise capital from tax equity investors and lenders on competitive terms to help finance the ~~EIA, renewable energy generation facilities are expected to more than double as~~development, construction, and operations of our projects will be a ~~percentage~~significant driver of ~~total electricity generation over the next two decades.~~our further growth. We have historically used a

~~Capital Shortage in~~Global Low-Carbon Energy Technology Investment Surges Past $1 Trillion for the ~~Market~~

First Time - BloombergNEF

Limited conventional fuel supplies, growing demand for energy, advances in technology, continuing climate change and improving price competitiveness between traditional and renewable energy sources are expected to drive the continued growth of renewable energy for years to come, Bloomberg New Energy Finance reports. Notwithstanding this growing demand, we

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~~believe~~variety of structures including tax equity financing, construction loan financing, tax equity bridge loan financing, back leverage loan financing, and subordinated non-recourse financing to help fund our operations. Our ability to raise capital from tax equity investors and lenders is also affected by general economic conditions, the state of the capital markets, inflation levels, and concerns about our industry or business. Refer to “Liquidity and Capital Resources” below for further details on capital raising and the effective management of our capital structure.

Tax equity is an important source of financing for renewable energy projects. The federal government first introduced renewable energy tax credits with the Energy Tax Act of 1978, with the aim of supporting sustainable energy infrastructure and reducing dependence on foreign and non-renewable energy sources. The Act allowed businesses and individuals to reduce their tax bills by a percentage of the amount they spent on qualified investments in property and equipment for solar and wind energy (up to certain limits). These tax benefits have expanded in the decades since, and today the federal government offers renewable energy investors larger tax credits, along with other incentives. The wide appeal of these tax benefits has given rise to a robust tax equity market with sophisticated capital market participation. A tax equity investor — which could be a financial institution, insurance company or corporation — contributes 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.

There are two main tax federal credits provided for renewable energy projects:

1. ITC: This tax credit is equal to 30% of a renewable energy or energy storage project’s eligible cost.

2. PTC: This tax credit currently stands at 2.75 cents per kWh of electricity generated during the first 10 years of operation.

In general, our tax equity investments are structured using the "partnership flip" structure. Under partnership flip structures, we and our tax equity investors contribute cash into a partnership to fund the acquisition of renewable energy or energy storage systems. Upon the satisfaction of certain conditions precedent, tax equity fund commitments become available. The conditions precedent to funding vary across our tax equity funds but generally require that we have entered into a PPA with a credit worthy offtaker, the renewable energy system is expected to be eligible for the Section 48(a) ITC or Section 45(a) PTC, there is ~~currently~~ a ~~shortage of capital available to satisfy~~recent appraisal from an independent appraiser establishing the ~~demands~~fair market value of the renewable energy ~~sector~~system, certain construction milestones are met and verified by an independent engineer and the property is in an approved state or territory. Initially, the ~~United States and around the world, particularly with respect to newly developed small and mid-size projects and businesses. In addition, much~~tax equity investor receives substantially all of the ~~capital that is available is focused on larger projects that have long-term offtaker contracts in place and does not allow project owners~~non-cash value attributable to take any “merchant” or investment risk with respect to RECs. We believe many project developers are not finding or are encountering delays in accessing capital for their projects. As a result, we believe a significant opportunity exists for us to provide new forms of capital to meet this demand. With our permanent capital structure, we are ideally suited for investments in long-term assets likethe renewable energy systems and energy ~~efficiency~~storage systems, which includes accelerated depreciation and ~~other sustainability-related projects.~~

Section 48(a) ITCs or Section 45(a) PTC; however, we typically receive a majority of the cash distributions, which are generally paid quarterly. 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. After the flip occurs, we receive substantially all of the cash and tax allocations.

Current Competition in the Alternative Energy -— Solar Marketplace

The solar financing market started as a cottage industry where developers would bring together high-net-worth investors to fund single solar and wind transactions. Though successful in ~~jump starting~~jump-starting the industry, true capital formation is a relatively new phenomenon and is not as well developed as in other asset classes. Currently in the ~~alternative~~renewable energy ~~— solar~~ marketplace, there are several sources of capital:

•Developer/Owner Operators. The major competition we face in the market for the assets we target comes from privately backed developer/owner operators. The capital from these organizations has generally been sourced from a combination of family offices/private equity funds and hedge funds. These organizations are generally set up as developers, with investment return expectations in the ~~20-30%~~20%-30% range.

However, to facilitate the most favorable exit for the sponsors, the developer/owner operators seek to accumulate a significant portfolio of operating assets to provide a base level of stable and predictable earnings for the enterprise. Through a combination of developer profits and leverage they can generate satisfactory ongoing returns, with the bulk of the upside being generated for the sponsors through the exit. Particularly in circumstances where equity markets experience a downturn, we are of the opinion this group of buyers will ultimately be capital constrained.

•Single-Purpose Limited Partnerships. These entities are typically funded by high-net-worth individuals or family offices and are generally focused on a small number of deals, as they have a limited amount of capital to invest.

•Institutional Investors and Utilities. ~~These are funded by institutional investors, including~~Comprised of large life insurance companies, pension funds, infrastructure funds, and ~~infrastructure funds.~~large public utilities. This sector dominates investment in the larger projects (e.g., ~~$100,000,000~~$100.0 million or

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greater). We tend not to encounter this group in our middle market Commercial and Industrial (“C&I”) sector but do see these players when targeting the ~~markets we target because scale is always an important consideration for~~ larger ~~institutions.~~projects in our portfolio.

In management’s view, the Company has been competitive in bidding for solar assets against all these sources of capital and maintains a significant pipeline of deals which can be consummated as offering proceeds are raised.

Opportunities in Solar Power Today

Solar is again expected to be the leading source of new utility scale capacity in 2023, accounting for 54% of new electric-generating capacity.

We believe that the greatest opportunity exists within the ~~Small Utility Scale, Commercial Solar~~small utility scale, commercial solar and ~~Community Solar segments~~community solar sectors of the market. In the ~~Small Utility Scale~~small utility scale market, the Company can buy assets with similar commercial attributes to the ~~Large Utility Scale~~large utility scale projects — investment-grade offtaker, same equipment and warranties, same operations and maintenance service provider — but where returns are higher.

We have also noted a growing trend among U.S. corporations to work with developers and financiers to provide renewable power for their operations. Driven by a desire to save money, create certainty around long-term electricity prices and support green marketing initiatives, the ~~Commercial and Industrial (C&I) segment~~C&I sector is rapidly becoming one of the most exciting parts of the renewable energy project market. These deals tend to be smaller than ~~Utility Scale~~utility scale solar, which fits well with our strategy of focusing on the ~~lower~~ middle market ~~segment~~sector of the industry.

A number of U.S. states have adopted programs that encourage the development of ~~Community Solar~~community solar projects, where groups of companies, municipalities and individuals can buy renewable power from solar and wind plants that are located within the customers' utility zone. While there are certain complexities associated with such projects, we are closely monitoring the rapid growth of this ~~segment.~~sector.

In our view, there is a significant opportunity to aggregate portfolios of high-quality ~~Small Utility Scale, Commercial Solar~~small utility scale, commercial solar and ~~Community Solar~~community solar projects ~~working with~~that have experienced developers looking for a reliable and sustainable source of capital to increase the certainty of their closing transactions. As a result, we have been focusing on building relationships with respected developers with a view toward acquiring pipelines of projects rather than one-off deals.

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By working closely with developers to efficiently close their transactions, we are seeking to create a sustainable competitive advantage which will lead to recurring and consistent deal flow. Importantly, our strategy is differentiated from the developer/owner operators mentioned above, because we do not seek to compete with the developers. Rather, we work with developers so that they can focus their activities on development while we focus on the financing and long-term ownership of their ~~developments.~~developed assets. This symbiotic alignment of interests ishas proven to be mutually ~~beneficial and symbiotic.~~

beneficial.

Current Competition in the Alternative Energy — Wind Marketplace

~~For~~We believe that market conditions remain favorable for wind development and, according to the EIA, the U.S. wind industry ~~2021 was one of its strongest year~~is expected to ~~date, with 14~~add 6.0 GW of new wind capacity ~~installed, according to the EIA. That growth~~in 2023 and is expected to ~~continue, with the EIA reporting that~~add another 107.0 GW ~~of wind capacity is already expected to come online~~ in ~~2022.~~

~~Thus, current market conditions remain favorable for additional wind development throughout 2022.~~2024. Particularly for smaller middle market transactions involving assets similar to those in our current portfolio, we believe that we will continue to be competitive in bidding for wind assets. We also believe that we may see opportunities to purchase operating wind assets which have run through their tax credits.

Opportunities in Wind Today

We believe that the middle market segment presents the best opportunities for investment. This sector faces less competition for assets than the large utility scale sector, which tends to be ~~fully banked.~~highly competitive. Furthermore, we believe that targeted investments in select wind opportunities provide us with increased diversification of cash flows stemming from the fact that wind assets tend to perform better in the winter months, while solar tends to perform better in the summer months.

We believe that this countercyclical diversification is highly beneficial in managing our cash flows throughout the year. We also believe that we are well positioned to find ~~investable~~target assets in this ~~sector, as~~sector. In the past two years alone, we have acquired over 200 MW of wind ~~assets over the past two years.~~assets. These purchases have enabled us to build relationships with respected developers, ~~which~~with whom we may be able to work with in the near future.

General Market Overview for Battery Storage

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According to Mercom Capital, in 2022, annual corporate funding in the battery storage sector ~~was up 222%~~reached a record high $26.7 billion across more than 120 deals, marking an increase of 55% from the ~~previous quarter, totaling $12.9~~$17 billion ~~across 26 corporate funding deals, according to Mercom Capital. This was~~seen in 2021 driven by falling costs, particularly in certain battery chemistries such as lithium-ion.~~According to a recent analysis by Lazardin its “Levelized Cost of Storage Analysis (LCOS 6.0),” storage costs have declined across most use cases and technologies, particularly for shorter-duration applications.In addition,long-duration~~ Long-duration storage has ~~begun to gain~~been gaining particular traction as a commercially viable solution to challenges created by intermittent energy resources such as solar or wind. Additionally, under the IRA—and for the first time ever—standalone projects are now eligible for the 30% ITC.

Due to its potential for rapid growth, as well as new state mandates ~~rapidly~~and falling costs for both short-term and long-term storage, we believe battery storage represents a large and growing investment opportunity ~~we believe,~~ for the foreseeable future.

Investment Management Segment

Our IM segment represents GCM’s investment management platform – a sustainable infrastructure, renewable energy, energy efficiency and sustainability-related asset management company that focuses on project acquisition, financing, consulting and development and that is registered as an investment adviser under the Advisers Act. The Company believes that the IM business will enable it to further diversify its revenue streams through investment management and certain administrative services for investment funds on behalf of external stakeholders that invest in adjacent areas of the sustainable infrastructure space. GCM’s platform will allow the Company to raise and deploy capital for the managed funds, consistent with our overall mission and expanding our ability to positively impact social and environmental challenges.

Since inception, GCM’s management team has developed significant commercial relationships and capital raising processes across multiple industries that we can continue to develop and grow. Both the IPP business and IM business have complementary growth strategies that will provide the Company with diversification in its revenue streams, as well as give us several alternate ways of raising capital, decreasing our reliance upon public capital markets for growth. Additionally, we expect that the combination will enable the Company to benefit from cost savings through the sharing of overhead and through the elimination of management fees that were formerly being charged to the Company by its external investment manager. We believe that this has the potential to result in an increase in the value of the Company, as the fully integrated and internally managed company will represent a platform that can take advantage of many market opportunities while at the same time reducing the Company's overhead and increasing its profitability through the inclusion of IM revenue streams.

The services performed by our IM business include capital raise and deployment, marketing, and other investor relations functions, as well as technical asset management, finance and accounting, and other administrative services for managed funds in the sustainable infrastructure renewable energy industries.

The primary source of IM revenues are management fees earned. Management fee revenue earned by our IM business is generally based upon the underlying net asset value of the managed funds for which GCM provides investment management services. For certain of our IM customers, the Company is also eligible to receive certain performance-based incentive fees.

An additional revenue source for IM 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.

Prior to the Acquisition, GCM served as the external manager of four investment entities – the Company, GROZ, GDEV I, and GREC II. The Advisory Agreement between GCM and the Company was terminated in connection with the Acquisition. However, the Company continues to provide, through GCM, investment management services to GROZ, GDEV I and GREC II as a result of the acquisition of GCM. In addition, the Company now provides, through GCM, investment management services to GDEV II. A summary of the managed funds is included below.

Greenbacker Renewable Opportunity Zone Fund

GROZ is an investment vehicle dedicated to investing in renewable energy investment opportunities that are located within “Qualified Opportunity Zones” as designated by the Internal Revenue Service, in order to capture the potential growth from, and the advantages offered under, the JOBS Act. Qualified Opportunity Zones target lower income communities in the United States that, with capital investment, have significant potential for economic development and job creation. GROZ is now closed to new investment.

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.

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Greenbacker Development Opportunities Fund I & II

In October 2020, GDEV was launched to make private equity and development capital investments in the sustainable infrastructure industry. GREC’s investment in GDEV is synergistic with the Company’s core business, and it is expected to help retain and strengthen existing project developer relationships, increase the number of developer relationships that do business with the Company going forward, generate incremental investment opportunities for the Company and give the Company insights into new markets and trends within the industry. GDEV B was launched in March 2022 as a parallel fund to GDEV.

As the initial investor, GREC was awarded a 10.00% carried interest participation in GDEV GP, GDEV I’s general partner. The amended and restated limited partnership agreements of GDEV I provide for a 20.00% carried interest over an 8.00% hurdle, subject to side letter agreements. On May 19, 2022, the Company acquired a 75.00% equity interest stake in GDEV GP.

In conjunction with the Acquisition and specifically the acquisition of a 75.00% equity interest in GDEV GP, the Company also assumed GDEV GP's additional commitment to GDEV and gained control over GDEV GP. Additionally, the Company through the GDEV GP’s role as general partner of GDEV, assumed operational control over GDEV. As a result of the Company consolidating GDEV during the period from May 19, 2022 through November 17, 2022, the management fee revenue earned under the advisory agreement with GDEV was considered intercompany revenue and is therefore eliminated in consolidation. On November 18, 2022, GREC sold its investment in GDEV to an unrelated third party. As of March 31, 2023, GDEV GP held 3.70% of the interests in GDEV. The Company has determined that it no longer has the obligation to absorb losses of GDEV, nor the right to receive benefits from GDEV that could be potentially significant to GDEV, and therefore, no longer consolidates GDEV. As a result of the deconsolidation of GDEV on November 18, 2022, management fee revenue is no longer eliminated and is recorded on the Consolidated Statement of Operations.

In March 2022, GCM closed GDEV I to new investors and launched a successor fund called GDEV II, which also aims to make private equity and development capital investments in the sustainable infrastructure industry.

Greenbacker Renewable Energy Company II, LLC

GREC II was launched in May 2022 and is an investment vehicle that intends to acquire, own and operate renewable energy projects with an emphasis on up-and-coming areas of the energy investment sector, including battery storage, mobility and other related investments. GREC II is structured as a total return vehicle which is expected to prioritize long–term internal rates of return over near-term cash yields. GREC II intends to deploy into pre-construction and operating renewable energy projects, as well as energy efficiency, battery storage, mobility and other related investments. The Company is eligible to receive management fees, as well as certain performance-based incentive fees from GREC II under the advisory agreement.

Refer to Note 16. Related Parties in the Notes to the Consolidated Financial Statements (Non-Investment Basis) for further details.

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

The results of our operations are affected by a number of factors, and will primarily depend on, among other things, the supply of renewable energy assets in the marketplace; the revenues we receive from renewable energy and energy efficiency projects and businesses; the market price of electricity; the availability of government incentives; local, regional and national economies; general market conditions; and the amount of our assets that are operating versus those that are non-operating because they are currently under construction ~~including~~and the cost to construct such assets. Additionally, our operations are impacted by interest rates and the cost of financing provided by other financial market participants. Many of the factors that affect our

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operating results are beyond our control. The results of our operations are further affected by the growth of GCM's investment management platform and the related generation of management fee and incentive fee revenue. Additionally, our results of operations will be impacted by our ability to achieve synergies and economies of scale expected from the Acquisition.

General Market Risks

Our business and the success of our strategies are affected by global and national economic, political and market conditions generally and also by the local economic conditions where its assets are located. Certain external events such as public health crises, including the COVID-19 and its variants, natural disasters and geopolitical events, including the ongoing conflict between Russia, Belarus and Ukraine, have recently led to increased financial and credit market volatility and disruptions, leading to record inflationary pressure, rising interest rates, supply chain issues, labor shortages and recessionary concerns. Although more normalized activities have resumed and there has been improvement due to global and domestic vaccination efforts, at this time we cannot predict the full extent of the impacts of the COVID-19 pandemic on the Company and the economy as a whole. Additionally, in response to recent inflationary pressure, the U.S. Federal Reserve and other global central banks have raised interest rates in 2022 and have indicated likely further interest rate increases. The full impact of such external events on the financial and credit markets and consequently on our 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 ~~portfolio.~~Fleet

The size of our ~~portfolio~~fleet of ~~investments~~operating renewable energy projects is a key revenue driver. Generally, as the size of our ~~portfolio~~fleet grows, the amount of ~~income~~revenue we receive will increase. In addition, our ~~portfolio~~fleet of ~~investments~~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 ~~GCM’s success in identifying such assets, and~~ our success in acquiring such assets, cannot be predicted. ~~Lastly, other than management fees, most of our expenses are of a fixed nature. Therefore, expenses as a percentage of net assets are reduced as the net assets of the Company increase.~~

~~Pre-operational and non-earning assets~~. The increasing amount of pre-operational and non-earning assets (defined as deposits and other cash investments not currently generating a material investment return) in our portfolio is a significant factor in our revenue and net asset value. The amount of cash invested in these pre-operational and non-earning assets reducesCredit Risk

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~~investment income until (1) the asset reaches its commercial operation date; or (2) otherwise begins generating an investment return and commences regular distributions~~We expect to ~~the Company. We believe these assets, once operational or income generating, will provide returns consistent with the Company’s investment strategy.~~

~~Credit risk.~~ We encounter credit risk relating ~~to:~~to (1) counterparties to the electricity ~~and environmental credit~~ sales agreements (including ~~PPAs)~~power purchase agreements) for our ~~projects;~~projects, (2) counterparties responsible for project construction and ~~hedging arrangements;~~equipment supply, (3) companies in which we may ~~invest;~~invest and (4) any potential debt financing we or our projects may obtain. WeWhen we are able to do so, we seek to mitigate credit risk by entering into contracts with ~~high-quality~~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~~construction related credit risk by entering into contracts with ~~high-quality~~high quality EPC companies with appropriate bonding and insurance capacity, if ~~the~~ 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 increasing amount 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, will 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 ~~credit~~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 by deploying a comprehensive review and asset selection process, including worst-case analysis and careful ongoing monitoring of acquired assets, as well as mitigation of negative credit effects through back-up planning. Nevertheless, unanticipated credit losses may occur that could adversely impact our operating results.should energy prices change.

~~Electricity prices.~~ ~~All~~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 ~~approximately 16 years~~an approximate remaining ~~prior~~life of 18 years.

Impact of Government Incentives

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The renewable energy and energy efficiency sector attracts significant U.S. federal, state and local government support and incentives to ~~exposure~~address technical barriers to ~~market prices. The credit standing~~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 ~~contract counterparty is a particular focus in situations where~~Internal Revenue Code was extended and modified by the contracts have a price escalator. Escalating contracts create an incentive for the counterparty to not continue to perform if the contract pricing deviates materially from the market price. If the contract is with a public or investment-grade entity, we have generally been confident that the contract terms will be honored. The only exception might apply in situations where rising electricity prices could create pressure around a political change at the state or local level.

~~Due to the take-or-pay nature~~Tax Cuts and Jobs Act of the contracts, we believe the Company is largely insulated from the daily volatility of electricity market prices. Nevertheless, we monitor these markets to stay abreast of developments in the industry as they occur. Over recent years, we have seen a lot of volatility in gas prices some of which has translated into movements in electricity prices.

~~Electricity pricing is a function of a range of factors. The price of gas is just one component. Electricity prices also include: (1) a recovery~~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.

Inflation Reduction Act

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.

The IRA provides strong tailwinds to the renewable energy industry – amongst other provisions, the long-awaited increases to the ITCs and PTCs are expected to improve economics for wind, solar, and storage projects.

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SOLAR/WIND ITC		•Increases back to 30% (planned to be 23% in 2034)

WIND PTC		•Increases rate to $0.0275/kWh (extended to 100% of credit amount; was down to 40%)

SOLAR PTC		•Included a new rate of $0.0275/kWh (in line with Wind PTC)

STORAGE ITC		•New ITC of 30% •Encourages stand-alone storage vs. current incentives which push towards solar + storage

ADDITIONAL POTENTIAL CREDITS (for both ITC & PTC)		•10-20% for low-income communities •10% for energy communities •10% for domestic content

TRANSFERABILITY OF CREDITS	•Owner can sell their tax credits directly to corporate taxpayers seeking to reduce their tax liability	•Owner can sell their tax credits directly to corporate taxpayers seeking to reduce their tax liability

OTHER NOTABLE MENTIONS		•Incentive levels described above require project to meet several requirements such as prevailing wage and apprenticeship requirements (projects >1MWac) •Interconnection eligibility (projects <5MWac) •EV and Hydrogen credits, resource neutrality after 2024 and direct pay

State Incentives:

Renewable Portfolio Standards

While varying based on jurisdiction, RPS specify that a portion of the power utilized by local utilities must be derived from renewable energy sources. States have created these standards to diversify their energy resources, promote domestic energy production an encourage economic development. Certain states have also adopted CES, which includes all sources of energy that have zero carbon emissions. According to the EIA, 36 states and the District of Columbia have enacted RPS or CES programs, set mandates, or set goals that require utilities to include or obtain a minimum percentage of their energy from specific renewable and other clean energy sources. Under the RPS programs, utilities can (1) build or own renewable energy generation facilities, (2) purchase energy or RECs generated from renewable energy generation facilities, or (3) pay a penalty for any shortfalls in meeting the RPS.

Renewable Energy Credits

RECs are used in conjunction with compliance with an RPS program or as tradable certificates that represent a certain number of kilowatt hours of energy that have been generated by a renewable source or that have been saved by an energy efficiency project, which provide further support to renewable energy initiatives. RECs are produced in conjunction with the generation ~~plant; (2)~~of renewable energy and can be used for state RPS compliance or traded or sold to load-serving entities or to third parties, brokers and other market makers for investment purposes. Many states have specific compliance carve-outs for different types of renewable generation.

Feed-In Tariffs

Certain U.S. states and provinces of Canada have implemented feed-in tariffs (“FITs”) that entitle the ~~labor~~renewable energy producer to ~~operate it; (3)~~enter into long-term contracts pursuant to which payment is based on the cost of generation for the diverse types of renewable energy projects. In addition to ~~transport the fuel to the plant; (4) the cost to wheel the power to the customer; and (5) the cost to administer the utility. Thus, gas price volatility can have an impact~~differences in FITs based on the ~~delivered price~~type of ~~electricity, there~~project, FITs vary based on projects in

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various locations, such as rooftops or ground-mounted for solar photovoltaic projects, different sizes, and different geographic regions. FITs are ~~other factors influencing the end price.~~available to anyone including homeowners, business owners, farmers, as well as private investors. The tariffs are typically designed to ratchet downward over time to both track and encourage technological change.

The U.S. Energy Information Agency of the Department of Energy anticipates that electricity prices will rise annually by between 2.5% and 3.0% nationally for the next 20 years (on a nominal basis). Assuming the price at which we sell the power under our contracts is set at a discount to the current electricity price, and the escalator (to the extent there is one) is less than 2.5% per annum, we expect the contracted price will remain close to, if not below, the market price of electricity throughout the entire term of the contract.

Changes in ~~market interest rates.~~Market Interest Rates

To the extent that we use debt financing with unhedged floating interest rates, or in the case of any refinancing, general increases in interest rates over time may cause the interest expense associated with our borrowings to ~~increase. This would decrease~~increase, and the value of our debt ~~investments.~~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 debt investments to increase.

~~Market conditions.~~Management Fee and Incentive Fee Revenue

Following the completion of the Acquisition, we no longer pay management fees or incentive fees, which had historically increased in correlation to the size of our portfolio. However, following the completion of the Acquisition, we will generate management fee and incentive fee revenue from the provision of investment management services through GCM’s platform. We ~~believe~~will also earn administrative revenue, which will represent a reimbursement of costs incurred for such services for certain of our managed funds.

General and Administrative Expenses

Following the completion of the Acquisition, our general and administrative expenses primarily consist of direct employee compensation costs. In addition, our general and administrative expenses include certain professional fees, consulting, and other general and administrative expenses not previously incurred based upon our externally managed structure. Given our current team and structure, we expect that ~~demand~~as our portfolio grows, we will experience reduced increases in general and administrative expenses in the next few years after 2022, such that those expenses will grow at a slower rate than the overall portfolio and corresponding revenues.

Key Factors Affecting the Comparability of our Results of Operations

As a result of the Acquisition and other steps taken by the Company to transition the focus of the Company’s business from being an investor in clean energy projects to a diversified independent power producer coupled with an investment management business, the Company was required to transition the basis of its accounting. Since inception, the Company's historical financial statements have been prepared using the investment company basis of accounting in accordance with ASC 946. ASC 946, or Investment Basis, requires that if there is a subsequent change in the purpose and design of an entity, the entity should reevaluate its status as an investment company. Based on the above noted changes, management determined the Company no longer exhibited the fundamental characteristics of and no longer qualified as, an investment company as defined in ASC 946. As a result, the Company was required to discontinue the application of ASC 946 and, in connection therewith, began applying other non-investment company U.S. GAAP prospectively beginning May 19, 2022 (the closing of the Acquisition).

As the change in status occurred during the Company’s second fiscal quarter of 2022, the results of operations as included in this Quarterly Report have been presented as they would be for ~~alternative forms~~an investment company under ASC 946 for all historical periods presented through May 18, 2022, and presented as they would be under the Non-Investment Basis, for the time period subsequent to May 19, 2022, the effective date of ~~energy from traditional fossil-fuel energy~~the change in status. Given that the financial statements prior to and subsequent to the change in status are not comparable, the Company will ~~continue~~present separate Consolidated Financial Statements, including footnotes as applicable, for the time periods prior to ~~grow~~and subsequent to May 19, 2022.

In order to provide investors with more meaningful information regarding results of our operations, we present the following discussion of our results of operations. This information does not purport to represent our historical consolidated financial information, and it is not necessarily indicative of our future results of operations. However, in light of the significant differences that will exist between our future financial information and our historical consolidated financial information due to our transition to a Non-Investment Basis, as ~~countries seek to reduce their dependence on outside sources of energy and~~well as the political and social climate continues to demand social responsibility on environmental matters. Notwithstanding this growing demand, particularly with respect to small and mid-size projects and businesses that are newly developed,Acquisition, we believe that ~~a significant shortage~~this presentation will be useful to investors in understanding the historical performance of ~~capital currently exists in~~our assets.

Impact of Transition to Non-Investment Basis

As noted above, for periods prior to the ~~market to satisfy the demands~~completion of the ~~renewable energy sector~~Acquisition, our assets are reflected on our Consolidated Statements of Assets and Liabilities at fair value as opposed to historical cost. In addition, our Consolidated Statements of Operations do not reflect revenues and other income or operating and other expenses from these assets. Instead, these Consolidated Statements of Operations reflect the change in ~~the United States and around the world.~~

~~Many~~fair value of ~~the traditional sources~~our assets, whether realized or unrealized. Income from our assets consists of equity capital for the renewable energy marketplace were attracted to renewable energy projects based on their ability to utilize ITCs and tax deductions. We believe that due to changes in their taxable income profiles that have made these tax incentives less valuable, these traditional sources of equity capital have withdrawndistributions from the ~~market. In addition, much of~~entities when received, or expected to be received, to the capital that is available is focused on larger projects that have long-term offtake contracts in place and does not allow project owners to take any “merchant” or investment risk with respect to RECs. We believe many projectextent distributed

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~~developers are~~from the estimated taxable earnings and profits of the underlying asset owning vehicle and as a return of capital to the extent not ~~finding, or are encountering delays~~ in ~~accessing, capital~~excess of estimated taxable earnings and profits. Because the majority of our assets consist of equity investments in entities established to own and operate our renewable energy projects, the majority of the revenue we generate is presented in the form of dividend income. Dividend income is not equivalent to the gross revenue produced at the project level, but is instead the amount of free cash that is distributed from the project entities to us from time to time after paying for ~~their projects.~~all project-level expenses, remitting principal payments not funded by us, and complying with any specific project-level debt and tax equity covenants. Thus, the presentation of investment income in our historical financial statements differs from the traditional presentation shown in the financial statements of entities not prepared in accordance with ASC 946 and, most notably, is not equivalent to revenue as presented in financial statements not prepared in accordance with ASC 946.

Impact of Management Internalization

We completed the Acquisition on May 19, 2022. Accordingly, our financial statements under Non-Investment Basis reflect our transition to an internally managed structure. As a result, ~~we believe a significant opportunity exists for us~~our financial statements no longer include the payment of management fees to ~~provide new forms~~GCM and now include the direct compensation expense associated with all of ~~capital to meet this demand.~~our employees following the Acquisition.

~~Regulatory matters.~~ ~~Regulatory and tax policy at~~The Company also has, by acquiring GCM, an active third-party investment management business which is currently managing four funds. This resulted in the federal and state levels tends to be forward looking rather than retrospective. As a result, we do not see many regulatory or tax issues impacting any assets we already own or buy during the operation of a particular regulatory or tax regime.

Future changes, which could impact the returns on future transactions, will be factored into our buying decisions. In the past, we have seen government policy drive a lot of development activity. For example, when the government announces the phasing out of a tax incentive, developers race to get projects to a stage that ensures the project qualifies for the incentive. Policy-driven activity is generally short lived, but can skew the investment supply and demand dynamic.

From the federal perspective, changes in tax and regulatory policy could negatively affect prospective returns. Federal tax incentives are comprised of MACRS depreciation and the ITC. MACRS results in accelerated depreciation of renewable assets over a 5.5-year period. Given the wide application of MACRS to other asset classes, we believe it is less susceptible to change than the ITC. The ITC is a tax incentive that allows an investor to take up to 30%Company recording management fee revenue as of the installed cost of a solar system as a federal tax credit. This rule was extended at the end of 2015, and again in December 2020, with the credit amounts incrementally lowered over the next few years, from 26% in 2021 to 22% in 2023; to 10% in 2024 and beyond.

Other kinds of regulatory changes that could negatively impact returns include the introduction of some kind of value-added tax either at the federal or state level, changes to property tax regimes, or any kind of targeted tax on the income of renewable energy generation assets. None of these possible changes appear likely any time soon, but it is impossible to predict the future with any real certainty.

Generally, the policy changes that have occurred over the past decade at the U.S. Environmental Protection Agency and U.S. Department of Energy have been very positive for renewables: stronger emission regulations and other mandates improving the case for renewable energy assets. In addition, in 2018, the U.S. imposed tariffs on photovoltaic (“PV”) panels imported to the U.S., which could have an impact on overall U.S. demand.

The regulatory market for electric power is highly fragmented, with each state having significant influence over the functioning of its respective market. As the primary regulator for utilities, states have implemented widely divergent policies. For example, some states allow utilities to be vertically integrated — producers of power as well as operators of the grid. Other states have separated those functions entirely.

We believe that this market diversity is a benefit for our program. States have been highly adept at advancing programs designed to benefit renewable energy, with or without federal government support. There are currently 31 states and the District of Columbia that have developed a renewable portfolio standard. As a result, we see state regulatory issues as a shifting mosaic of opportunities where some markets will present opportunities while others become less attractive on a prospective basis.

~~COVID-19 Impact~~

Since the outbreak of COVID-19 in the United States, the Company has generally been able to conduct its business despite the turmoil in markets and the shuttering of many businesses across the country. We have and will continue to assess the current and future business risks related to COVID-19 as new information becomes available, including any potential performance risk of our PPA and construction counterparties. As of theeffective date of the ~~filing, we~~Acquisition, which is expected to grow in future periods.

Results of Operations - Non-Investment Basis

A discussion of the results of operations for the three months ended March 31, 2023 is included below.


	For the three months ended March 31, 2023
	Independent Power Producer			Investment Management		Corporate		Total
Revenue
Energy revenue	$	37,794,441		$	—	$	—	$	37,794,441
Investment Management revenue	—			1,925,989		—		1,925,989
Other revenue	1,499,979			—		—		1,499,979
Operating revenue	$	39,294,420		$	1,925,989	$	—	$	41,220,409
Contract amortization, net	(4,993,445)			—				(4,993,445)
Total revenue	$	34,300,975		$	1,925,989	$	—	$	36,226,964

Operating expenses
Direct operating costs	$	20,261,506		$	2,753,593	$	171,547	$	23,186,646
General and administrative	3,448,614			585,617		15,070,331		19,104,562
Depreciation, amortization and accretion	14,788,964			—		2,193,512		16,982,476
Total operating expenses	$	38,499,084		$	3,339,210	$	17,435,390	$	59,273,684

Operating loss	$	(4,198,109)		$	(1,413,221)	$	(17,435,390)	$	(23,046,720)
Operating loss margin(1)	(12)		%	NM		N/A		(64)		%

Adjusted EBITDA	$	15,589,613		$	(1,311,815)	$	(8,856,336)	$	5,421,462
Adjusted EBITDA margin(2)(3)	40		%	NM		N/A		13		%

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

(2)Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by total revenue, excluding the impact of contract amortization.

(3)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) share-based compensation; (viii) other non-recurring costs that are ~~not aware~~unrelated to the continuing operations of ~~any material impact~~the Company's segments; and (ix) amounts attributable to our ~~financial results.~~

~~Critical Accounting Policies~~redeemable and ~~Use~~non-redeemable controlling interests. Additionally, the Company does not allocate foreign currency gains and losses, other income and losses, change in fair value of ~~Estimates~~

~~The following discussion addresses~~contingent consideration (if any), and unrealized gains and losses to our operating segments. Seelater in this Item 2 for a reconciliation of total Segment Adjusted EBITDA to net loss. See also Part I – Item 1 – Note 20. Segment Reporting, in the ~~accounting policies utilized based on~~Notes to the Consolidated Financial Statements prepared under the Non-Investment Basis for more information regarding our current operations. Our most critical accounting policies involve decisions and assessments that affect our reported assets and liabilities, as well as our reported revenues and expenses. We believe that all the decisions and assessments upon which our consolidated financial statements are based were reasonable as of the time made and were based upon information available to us at that time. Our critical accounting policies and accounting estimates may be expanded over time as we continue to implement our business and operating strategy. The material accounting policies and estimates that are most critical to an investor’s understanding of our financial results and condition, as well as those that require complex judgment decisions by our management, are discussed below.

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 (more) than market are amortized to revenue over the term of each underlying contract on a straight-line basis.

For the three months ended March 31, 2023, the Company generated $37.8 million of Energy revenue which includes $30.5 million of PPA revenue and is driven by the underlying electricity production from our operating renewable energy projects. 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.

For the three months ended March 31, 2023, Energy revenue was primarily comprised of PPA contracts of $30.5 million. The Company’s operating wind fleet, which includes 16 operating assets comprising 386.1 MW of capacity, generated $16.2 million in PPA revenue from 305,628 MWh of production during the three months ended March 31, 2023. The Company’s operating solar fleet, which includes 298 operating assets comprising 958.2 MW of capacity, generated $12.8 million in PPA revenue from 255,225 MWh of production during the three months ended March 31, 2023. The remaining PPA revenue generated during the three months ended March 31, 2023 was from our biomass and battery storage assets.

During the three months ended March 31, 2023, the Company recorded $5.9 million in REC and other incentive revenue, primarily from its operating solar fleet, which is included in Energy revenue in the table above and on the Consolidated Statement of Operations.

During the three months ended March 31, 2023, the Company recorded a net non-cash amortization expense of $5.0 million driven by favorable PPA and REC contract intangible assets, net of the impact of out-of-market contracts, which is reflected as a reduction to total IPP revenue in the table above and on the Consolidated Statement of Operations.

The table below provides summary statistics on the IPP fleet as of and for the three months ended March 31, 2023 and 2022. Given the Company’s change in status, the Energy revenue recorded on the Consolidated Statement of Operations is for the three months ended March 31, 2023.


Portfolio Metrics	March 31, 2023	March 31, 2022	Change	Change as %
Power-production capacity of operating fleet at end of period	1.4 GW	1.1 GW	0.3 GW	24	%
Power-generating capacity of pre-operational fleet at end of period	2.0 GW	1.5 GW	0.5 GW	30	%
Total power-generating capacity of fleet at end of period	3.4 GW	2.6 GW	0.8 GW	28	%

YTD total energy produced at end of period (MWh)	576,355	505,667	70,688	14	%
Total number of fleet assets at end of period	456	404	52	13	%

Other Revenue - IPP

For the three months ended March 31, 2023, the Company generated $1.5 million of Other revenue from the IPP segment. Other revenue was driven by interest income generated from the Company’s secured loans to developers of renewable energy projects and dividends declared on equity method investments.

Direct Operating Costs - IPP

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	For the three months ended March 31, 2023
Operations and maintenance	$	9,534,236
Property taxes, insurance and site lease	6,010,281
Salaries and benefits, professional fees and other	4,716,989
Direct operating costs - IPP	$	20,261,506

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 are included within Direct operating costs in the table above and on the Consolidated Statement of Operations. Direct operating costs excludes any depreciation, amortization and accretion expense.

Direct operating costs for the IPP segment was $20.3 million for the three months ended March 31, 2023. This includes $15.5 million of direct costs incurred at the project level as well as $4.7 million of salary and compensation related expenses as well as professional and other costs directly attributable to the revenue generating activities of IPP.

General and administrative

General and administrative expenses related to the IPP segment were $3.4 million for the three months ended March 31, 2023. These expenses are the indirect costs allocable to IPP and include primarily salary and compensation related expenses, professional service fees and other costs associated with the Company’s overhead functions. This primarily represents finance and accounting, information technology, human resources, legal and other functions providing indirect support to the IPP segment.

Depreciation, amortization and accretion

Depreciation, amortization and accretion expense was $14.8 million for the IPP segment for the three months ended March 31, 2023. This expense includes $13.4 million of depreciation expense on the property, plant and equipment associated with IPP.

Investment Management

Revenue

The IM segment and the related revenue will be driven primarily 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.

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 of 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 $1.9 million for the three months ended March 31, 2023 and was generated from the managed funds discussed previously. GREC II was launched in May 2022 and is currently in its fundraising stage and is deploying capital into pre-construction and operating renewable energy projects, as well as energy efficiency, battery storage, mobility and other related investments. During the three months ended March 31, 2023, the Company earned $0.5 million in management fees from GREC II. The Company also earned $0.4 million in administrative fee revenue for administrative services performed by Greenbacker Administration for GREC II during the three months ended March 31, 2023.

Direct Operating Costs – IM

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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 for the IM segment were $2.8 million for the three months ended March 31, 2023. Direct operating costs primarily consisted of the salary and compensation related expenses for GCM’s dedicated professionals who raise capital and then invest it in renewable energy projects for the managed funds.

General and administrative

General and administrative expenses related to the IM segment were $0.6 million for the three months ended March 31, 2023. These expenses represent the indirect costs allocable to the IM segment and include primarily salary and compensation related expenses, professional service fees and other costs associated with the Company’s overhead functions supporting such third-party funds. This primarily represents finance and accounting, information technology, human resources, legal and other functions providing indirect support to the IM segment.

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 fees associated with the transition to the Non-Investment Basis.

General and administrative expenses for Corporate were $15.1 million for the three months ended March 31, 2023. This included overhead costs not directly allocable to the Company’s two segments.

Depreciation, amortization and accretion expense was $2.2 million for the three months ended March 31, 2023, which primarily relates to amortization expense on finite lived intangible assets.

Non-operating income and expense

During the three months ended March 31, 2023, the Company recorded $8.6 million of interest expense associated with outstanding debt. Refer to “Liquidity and Capital Resources” for additional discussion. Additionally, the Company recorded a net unrealized gain on investments of $2.6 million, primarily related to the Company’s investment in Aurora Solar. Additionally, the Company recorded an unrealized gain on interest rate swaps of $2.2 million. The impact of other non-operating income and expense for the three months ended March 31, 2023 was not material.

Segment Adjusted EBITDA

ASC Topic 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise where discrete financial information is available and evaluated regularly by the CODM, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company manages its business as two operating segments and two reportable segments – IPP and IM. Segment information is consistent with how the CODM reviews the business, makes resource allocation decisions, and assesses performance.

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 uses Segment Adjusted EBITDA to evaluate the financial performance of and allocate resources among our operating segments. See Part II — Item 1 — Note 20. Segment Reporting, in the Notes to the Consolidated Financial Statements prepared under the Non-Investment Basis for more information regarding our segment determination.

The Company's CODM evaluates the financial performance of ~~Presentation~~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; (vi) share-based compensation; (vii) other non-recurring costs that are unrelated to the continuing operations of the Company's segments; and (viii) 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.

~~Our~~

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Segment Adjusted EBITDA is determined for our segments consistent with the adjustments noted above for but further excludes unallocated corporate expenses, including non-recurring professional fees associated with the Acquisition and change in status, as these items are centrally controlled and are not directly attributable to any reportable segment.

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


	For the three months ended March 31, 2023
Segment Adjusted EBITDA:
IPP Adjusted EBITDA	$	15,589,613
IM Adjusted EBITDA	(1,311,815)
Total Segment Adjusted EBITDA	$	14,277,798

Reconciliation:
Total Segment Adjusted EBITDA	$	14,277,798
Unallocated corporate expenses	(8,856,336)
Total Adjusted EBITDA	5,421,462

Less:
Share-based compensation expense	2,760,134
Change in fair value of contingent consideration	2,300,000
Non-recurring professional fees associated with the transition to the Non-Investment Basis	1,290,830
Depreciation, amortization and accretion(1)	22,117,218
Operating loss	$	(23,046,720)

Interest expense, net	(8,634,460)

Unrealized gain on interest rate swaps, net	2,229,709
Unrealized gain on investments, net	2,572,468
Other income	39,936
Net loss before income taxes	(26,839,067)

Provision for income taxes	(4,792,767)
Net loss	$	(31,631,834)
Less: Net loss attributable to noncontrolling interests	(14,630,994)
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(17,000,840)

Non-GAAP Financial Measures

In addition to evaluating the Company’s performance on a U.S. GAAP basis, the Company utilizes certain non-GAAP financial measures to analyze the operating performance of our consolidated business (Adjusted EBITDA and FFO). Each of these measures should not be considered in isolation from or as superior to or as a substitute for other financial ~~statements are prepared~~measures determined in accordance with U.S. GAAP, such as net income (loss) or operating income (loss). The Company uses these non-GAAP financial measures to supplement its U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting its operations.

You are encouraged to evaluate the adjustments to Adjusted EBITDA and FFO, including the reasons the Company considers them appropriate for supplemental analysis. The presentations of 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.

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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) amounts attributable to our redeemable and non-redeemable noncontrolling interests; (vii) unrealized gains and losses on financial instruments; (viii) other income (loss); and (ix) 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 ~~accepted accounting principles (“GAAP”), which requires~~has a fixed and unvarying cash cost. In contrast, the ~~use~~expense associated with an equity-based award is generally unrelated to the amount of ~~estimates, assumptions~~cash ultimately received by the employee, and the ~~exercise of subjective judgment as~~cost to ~~future uncertainties.~~

Although we are organized and intend to conduct our business in a manner so that we are not required to register as an investment company under the Investment Company Act, the Company's consolidated financial statements are prepared using the specialized accounting principles of Accounting Standards Codification Topic 946, Financial Services—Investment Companies (“ASC Topic 946”). In accordance with this specialized accounting guidance, the Company ~~recognizes~~is based on a share-based compensation valuation methodology and ~~carries all its investments, including investments in the~~ underlying ~~operating entities, at fair value with changes~~assumptions that may vary over time;

•The change in fair value ~~recognized in earnings. Additionally, the Company will not apply the equity method~~ of accounting to its investments. The Company carries its liabilities at amounts payable, net of unamortized premiums or discounts. The Company does not currently plan to elect to carry its non-investment liabilities at fair value. Net assets are calculated as the carrying amounts of assets, including the fair value of investments, less the carrying amounts of its liabilities.

~~Basis of Consolidation~~

As provided under Regulation S-X and ASC Topic 946, the Company will generally not consolidate its investment in a company other than a wholly owned investment company or controlled operating company whose business consists of providing servicescontingent consideration, which is related to the ~~Company. Accordingly,~~Acquisition, is excluded from Adjusted EBITDA, if any such change occurs during the ~~Company consolidates in its consolidated financial statements~~period. The non-cash, mark-to-market adjustments are based on the ~~accounts~~expected achievement of ~~certain wholly owned subsidiaries~~revenue targets that ~~meet~~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 ~~criteria. All significant intercompany balances and transactions have been eliminated in consolidation.~~

~~Investment Classification~~

~~We classify~~fundamentals of current or past operations of our ~~investments by level of control. “Control Investments”~~business are ~~investments in companies in which we own 25% or more~~excluded from Adjusted EBITDA. This includes costs such as professional fees incurred as part of the ~~voting securities of such company, have greater than 50% representation on such company’s board of directors, or that are limited liability companies for which we are~~transition to the ~~managing member. “Affiliate Investments” are investments in companies in which we own 5% or more,~~Non-Investment Basis and ~~less than 25%~~other non-recurring costs unrelated to the ongoing operations of the ~~voting securities of such company. “Non-Control/Non-Affiliate Investments” are investments~~Company.

Adjusted EBITDA is a performance measure used by management that ~~are neither Control Investments nor Affiliate Investments. Because our consolidated financial statements are prepared~~is not calculated in accordance with ~~ASC Topic 946, we do not consolidate companies in which we have Control Investments, nor do we apply the equity method of accounting to our Control Investments or Affiliate Investments.~~

~~Valuation of Investments~~

Our Advisor, in conjunction with an independent valuation firm when necessary, subject to the review and approval of the Board of Directors, is ultimately responsible for the determination, in good faith, of the fair value of investments. In that regard, the Advisor has established policies and procedures, which have been reviewed and approved by our Board of Directors, to estimate the fair value of our investments, which are detailed below. Any changes to these policies and procedures are required to be approved by our Board of Directors, including a majority of our independent directors.

~~Investments for which market quotations are readily available are valued at such market quotations.~~

~~For most of our investments, market quotations will~~U.S. GAAP. Adjusted EBITDA should not be ~~available. With respect~~considered in isolation from or as superior to ~~investments~~or as a substitute for ~~which market quotations are~~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 ~~readily available, our Board of Directors has approved a multi-step valuation process each fiscal quarter, as described below:~~be comparable to similarly titled measures reported by other companies.

1.~~Each investment will be valued by GCM. As part of the valuation process, GCM will prepare the valuations and associated supporting materials for review and approval by the Board of Directors.~~The following table reconciles Net loss attributable to Greenbacker Renewable Energy Company LLC to Adjusted EBITDA:

2.Our Board of Directors has approved the selection of an independent valuation firm to assist with the review of the valuations prepared by GCM. At the direction of our Board of Directors, the independent valuation firm will review valuations prepared by GCM for the appropriate application of its valuation policies and the appropriateness of significant inputs used in the valuation models by performing certain limited procedures, which will include a review of GCM’s estimates of fair value for each investment and providing an opinion that GCM’s estimate of fair value for each investment is reasonable. The independent valuation firm may also provide direct assistance to GCM in preparing fair value estimates if the Board of Directors approves such assistance. In the event that the independent valuation firm is directly involved in preparing the fair value estimate, our Board of Directors has the authority to hire a separate valuation firm to review that opinion of value.


	For the three months ended March 31, 2023
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(17,000,840)
Add back or deduct the following:
Net loss attributable to noncontrolling interests	(14,630,994)
Provision for income taxes	4,792,767
Interest expense, net	8,634,460

Unrealized gain on interest rate swaps, net	(2,229,709)
Unrealized gain on investments, net	(2,572,468)
Other income	(39,936)
Depreciation, amortization and accretion(1)	22,117,218
EBITDA	$	(929,502)
Share-based compensation expense	2,760,134
Change in fair value of contingent consideration	2,300,000
Non-recurring professional fees associated with the transition to the Non-Investment Basis	1,290,830
Adjusted EBITDA	$	5,421,462

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3.(1)Includes contract amortization, net in the amount of $5.0 million for the three months ended March 31, 2023, which is included in Contract amortization, net on the Consolidated Statement of Operations.

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.

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 ~~Audit Committee~~Company does not include any distributions made to GDEV limited partners in the calculation of FFO. For the three months ended March 31, 2023, the distributions to the limited partners were the result of an exit from a historical investment whereby GDEV collected on an existing loan made to a third-party and distributed a portion of the proceeds to the limited partners. 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 will consider 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.

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 then to FFO:


	For the three months ended March 31, 2023
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(17,000,840)
Add back or deduct the following:
Net loss attributable to noncontrolling interests	(14,630,994)
Provision for income taxes	4,792,767
Interest expense, net	8,634,460

Unrealized gain on interest rate swaps, net	(2,229,709)
Unrealized gain on investments, net	(2,572,468)
Other income	(39,936)
Depreciation, amortization and accretion(1)	22,117,218
Share-based compensation expense	2,760,134
Change in fair value of contingent consideration	2,300,000
Non-recurring professional fees associated with the transition to the Non-Investment Basis	1,290,830
Adjusted EBITDA	$	5,421,462
Cash portion of interest expense	(5,982,945)
Distributions to tax equity investors	(3,232,071)
FFO	$	(3,793,554)

(1)Includes contract amortization, net in the amount of $5.0 million for the three months ended March 31, 2023 which is included in Contract amortization, net on the Consolidated Statement of Operations.

Net Asset Value and Monthly Share Value

Net Asset Value

Prior to the Acquisition, we determined NAV for presentation in our U.S. GAAP financial statements. The Company has historically utilized NAV as the input into both MSV and the offering price of our shares. As a result of the Acquisition, under the Non-Investment Basis, NAV is no longer presented in our Consolidated Financial statements effective May 19, 2022 and forward. However, the Company continues to calculate both NAV and MSV in accordance with valuation guidelines as

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approved by our Board of ~~Directors reviews~~Directors. The Company offers shares pursuant to the DRP and ~~discusses~~accepts repurchases under the ~~preliminary valuation prepared by GCM~~SRP. Both the DRP and the ~~report~~SRP are based upon the current MSV per class in effect.

The calculation of ~~the independent valuation firm, if any.~~

4.~~Our Board~~our NAV is intended to be a calculation of ~~Directors reviews the valuations and approves the fair value of each investment in our portfolio in good faith based on input of GCM, the independent valuation firm, if any, and the Audit Committee.~~

Loan investments are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts (for example, interest and amortization payments) to a single present value amount (discounted) calculated based on an appropriate discount rate. The measurement is based on the net present value using current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in determining the fair value of our ~~loans~~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.

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: ~~debt~~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 ~~project’s~~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 ~~business entities~~companies that are public, comparable mergers and acquisitions, ~~comparables and~~ the principal market and enterprise values and environmental factors, among other factors.

~~Equity investments are also valued using a market approach, an income approach, or both approaches, as appropriate.~~ The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts (for example net cash flows or earnings) to a single present value amount (discounted) calculated based on an appropriate discount rate. The measurement is based on the net present value using current market expectations about those future amounts.

In following these approaches, the types of factors that we may take into account in determining the fair value of our equity investments include, as applicable: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, the project’s earnings and discounted cash flows, the markets in which the project does business, comparisons of financial ratios of peer business entities that are public, mergers and acquisitions comparables, the principal market and enterprise values, among other factors.

OTC derivatives including swap contracts are valued daily using observable inputs, such as quotations provided by an independent pricing service, the counterparty and broker dealers, whenever available and considered reliable.

We have adopted Accounting Standards Codification Topic 820, Fair Value Measurement (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements.

ASC Topic 820 clarifies that the fair value price is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability; that is, the principal or most advantageous market for the asset or liability. The transaction to sell the asset or transfer the liability is a hypothetical transaction at the measurement date, considered from the perspective of a market participant that holds the asset or owes the liability. ASC Topic 820 provides a consistent definition of fair value that focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. In addition, ASC Topic 820 provides a framework for measuring fair value and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels of valuation hierarchy established by ASC Topic 820 are defined as follows:

~~Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets.~~

~~Level 3: Inputs derived from a significant amount of unobservable market data and derived primarily through the use of internal valuation methodologies.~~

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls will be determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgement and considers factors specific to each investment.

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~~Our~~ Board of Directors has approved the selection of an independent valuation firm to review ~~our Advisor’s~~the Company’s valuation methodology and to work with ~~our Advisor and officers~~management to provide additional inputs for consideration by ~~our Audit Committee and to work directly with our full~~The Company’s Board of Directors ~~at the Board of Directors’ request,~~ with respect to the fair value of investments. For example, our Board of Directors may determine to engage more than one independent valuation firm in circumstances in which specific expertise of a particular asset or asset class is needed in connection with the valuation of an investment. In addition, GCM will recommend to our Board of Directors thatCurrently, one quarter (25%) of ~~our~~the Company’s investments will be ~~valued~~reviewed by an independent valuation firm each quarter, on a rotating quarterly basis. Accordingly, each such investment ~~would be reviewed~~is evaluated by an independent valuation firm at least once ~~per year.~~

~~Our Board of Directors will have the ability to review our Advisor’s valuation methodologies~~ each quarter in connection with GCM’s presentation of its valuation recommendations to the Audit Committee. If during the period between quarterly board meetings, GCM determines that significant changes have occurred since the prior meeting of the Board of Directors at which it presented its recommendations on the valuation methodology, then GCM will also prepare and present recommendations to the Audit Committee of the Board of Directors of its proposed changes to the current valuation methodology. Any such changes to our valuation methodologies will require the approval of our Board of Directors, including a majority of our independent directors. We will disclose any change in our valuation methodologies, or any change in our investment criteria or strategies, that would constitute a fundamental change in a registration statement amendment prior to its implementation.

~~Foreign Currency Translation~~

The accounting records of the Company are maintained in U.S. Dollars. The fair value of investments and other assets and liabilities denominated in non-U.S. currencies are translated into U.S. Dollars using the exchange rate at the end of each reportingtwelve-month calendar period. ~~Amounts related to the purchases and sales of investments, investment income and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions.~~

~~Calculation of Net Asset Value~~

Net asset value by share class is calculated by subtracting total liabilities for each class from the total carrying amount of all assets for that class, which includes the fair value of investments. Net asset value per share is calculated by dividing net asset value for each class by the total number of outstanding common shares for that class on the reporting date. For purposes of calculating our NAV, we expect to carry all liabilities at cost.

The determination of the fair value of ~~our~~the Company’s investments requires judgment, especially with respect to investments for which market quotations are not available. For most of ~~our~~the Company’s investments, market quotations ~~will~~are not be 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 ~~our~~Company’s NAV is based, in part, on the fair value of ~~our~~Company’s investments as determined by ~~our Advisor, which is an affiliated entity of the Company,~~management, our calculation of NAV is to a degree subjective and could be adversely affected if the determinations regarding the fair value of ~~our~~the Company’s investments were materially higher than the values that wethe Company ultimately realize upon the disposal of such investments. ~~Furthermore,~~

The following table reconciles total equity per our Consolidated Balance Sheets prepared under the ~~fair value~~Non-Investment Basis as of March 31, 2023 to our ~~investments, as reviewed and approved by our Board of Directors, may be materially different from the valuation as determined by an independent valuation firm.~~

~~Revenue Recognition~~

To the extent the Company expects to collect such amounts, interest income is recorded on an accrual basis. If there is reason to doubt an ability to collect such interest, interest receivable on loans and debt securities is not accrued for accounting purposes. Original issue discounts, market discounts or market premiums are accreted or amortized using the effective interest method as interest income. Prepayment premiums on loans and debt securities are recorded as interest income when received.NAV:

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~~Any application, origination~~


	March 31, 2023
Total equity	$	1,700,946,286
Add back or deduct the following:
Noncontrolling interests	(76,116,060)
Accumulated unrealized appreciation (depreciation) in fair value of investments	91,425,870
Net asset value (members' equity)	$	1,716,256,096

Shares outstanding	196,868,820
NAV per share	$	8.72

The aggregate NAV of the Company’s common shares as of March 31, 2023 is $1.7 billion, or ~~other fees earned~~$8.72 per share, and was determined in accordance with the valuation guidelines as approved by the Company’s Board of Directors. Prior to the May 19, 2022 change in status, the Company recorded its renewable energy projects at fair value and recorded the changes in ~~arranging~~fair value as an unrealized gain or ~~issuing~~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

•Under the Non-Investment Basis, 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 Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests in the Notes to the Consolidated Financial Statements (Non-Investment Basis) 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 ~~amortized over~~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 ~~expected term~~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 ~~loan.~~

~~Loans are placed on non-accrual status when principal and interest are 90 days or more past due, or when there~~Investment Basis is a reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual. Interest payments received on non-accrual loans may be recognizedincluded in U.S. GAAP equity as ~~income or applied~~of May 19, 2022 (refer to principal depending upon management’s judgment regarding collectability. Non-accrual loans are generally restored to accrual status when past due and principal and interest is paid and, in management’s judgment, is likely to remain current.

Dividend income is recorded when dividends are declared and when it is determined that collection is probable. The timing and amount of dividend income is determined on at least a quarterly basis. This process includes an analysis at the individual project company level based on cash available from operations and working capital needed for the project company operations. Dividend income from our privately held equity investments is recognized when approved. On a quarterly basis at a minimum, dividends received from the Company’s ~~project companies, which generally~~2022 Form 10-K for further discussion of change in presentation due to change in status). As such, the adjustments reflect ~~net cash flow from operations, are declared, accrued and paid.~~

~~Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments~~

~~Without regard to unrealized appreciation or depreciation previously recognized, realized gains or losses will be measured as~~ the ~~difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset. Net~~ change in unrealized appreciation ~~or depreciation will reflect the change~~(depreciation) in ~~investment values during the reporting period, including any reversal~~fair value of ~~previously recorded unrealized appreciation or depreciation when gains or losses are realized.~~our renewable energy projects and project level debt from May 19, 2022 and prospectively; and

~~Organization Costs~~

~~Organization costs are expensed on the Company’s Consolidated Statements of Operations as incurred.~~

~~Offering Costs~~

~~Offering costs include all costs to be paid by the Company in connection with the offering of its shares, including legal, accounting, printing, mailing and filing fees, charges~~•The fair value of the Company’s ~~escrow holder, transfer agent fees, due diligence expense reimbursements to participating broker dealers included in detailed~~derivative instruments, which represent interest rate swap contracts, and ~~itemized invoices, and costs in connection~~the related unrealized gain (loss) are already recorded within U.S. GAAP equity. As such, the unrealized gain (loss) associated with ~~administrative oversight~~the fair value of the offering and marketing process, preparing supplemental sales materials, holding educational conferences, attending retail seminars conducted by broker dealers, finder's and other fees paid to third parties and sales commissions paid to registered representativesCompany’s renewable energy projects does not include the impact of our ~~managing broker dealer. When recognized by the Company, offering costs will be recognized as~~hedging activities associated with interest rate volatility on project level debt.

The following table provides for a ~~reduction~~breakdown of the ~~proceeds from the offering.~~

~~Deferred Sales Commissions~~

The Company defers certain costs, principally sales commissions and related compensation, which are paid to the dealer manager and may be reallowed to financial advisors and broker dealers in the future in connection with the salemajor components of ~~shares sold with a reduced front-end-load sales charge and a trail fee. The costs expected to be incurred at the time of the sale of the Class C shares were recorded~~our NAV as a liability on the date of sale and represent the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of (1) when the maximum amount of sales commission and related compensation is reached under regulatory regulations; (2) the date which approximates an expected liquidity event for the Company; or (3) the expected holding period of the investment. The costs expected to be incurred at the time of the sale of the Class P-T and Class P-S shares were recorded as a liability on the date of sale and represent the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of (1) the date which approximates an expected liquidity event for the Company; or (2) the expected holding period of the investment. The estimated amount of the liability can be updated as management's assumption surrounding an expected liquidity event changes or if the maximum of sales-related commissions and costs under regulatory regulations is attained. As of March 31, ~~2022, and December 31, 2021, the Company recorded a liability for deferred sales commissions in the amount of $4,319,552 and $4,626,626, respectively.~~2023:

~~Financing Costs~~

Financing costs related to debt liabilities of the LLC, GREC or GREC HoldCo are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the carrying amount of that debt liability. Financing costs are deferred and amortized using the straight-line method over the life of the debt liability.


Components of NAV	March 31, 2023
Investment in renewable energy projects and secured loans, at fair value	$	2,355,196,344
Cash and cash equivalents and Restricted cash	117,092,407
Derivative assets	151,856,378
Other current assets	40,196,542
Other noncurrent assets	326,968,064

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~~Recently Issued Accounting Pronouncements~~


Components of NAV	March 31, 2023
Derivative liabilities	(2,743,869)
Other current liabilities	(45,358,739)
Long-term debt, net of current portion	(1,026,924,353)
Other noncurrent liabilities	(200,026,678)
Net Asset Value	$	1,716,256,096
Shares outstanding	196,868,820

~~In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation~~The following table provides a breakdown of ~~the effects of Reference Rate Reform on Financial Reporting," which provides companies with optional financial reporting alternatives to reduce the cost~~our total NAV and ~~complexity associated with the accounting for contracts and hedging relationships affected~~NAV per share by ~~reference rate reform. The amendments in this update are effective for all entities~~class as of March ~~12, 2020 through December~~ 31, ~~2022. An entity may elect~~2023:


	Class
	A		C		I		P-A		P-I		P-D		P-S		P-T		Total
NAV	$	133,873,763	$	21,570,313	$	53,479,779	$	7,098,294	$	1,101,437,868	$	1,692,812	$	394,974,705	$	2,128,562	$	1,716,256,096
Shares outstanding	16,074,307		2,654,354		6,419,001		823,170		124,676,834		191,893		45,782,477		246,784		196,868,820
NAV per share as of March 31, 2023	$	8.328	$	8.126	$	8.331	$	8.623	$	8.834	$	8.822	$	8.627	$	8.625

Monthly Share Value

In addition to ~~apply~~ the ~~amendments~~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. 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 on a daily basis 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 ~~contract as~~each class of ~~any date from~~our shares pursuant to the ~~beginning~~DRP and the price per share that is paid to shareholder participants in our SRP; and (2) the value of an ~~interim period~~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 ~~includes~~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 ~~subsequent to March 12, 2020. As~~performed in accordance with procedures approved by the Company’s Board of Directors. The MSV per share class as of March 31, ~~2022, we have~~2023 was approved by the Company’s Board of Directors.

Our MSV per share does not ~~elected to apply~~represent the ~~optional amendments and are currently evaluating the impact~~amount of ~~the ASU and the effect on~~ our ~~consolidated financial statements.~~

~~JOBS Act~~

assets less our liabilities in accordance with U.S. GAAP. We qualify as an “emerging growth company” pursuant to the provisions of the JOBS Act, enacted on April 5, 2012. For as long as we are an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that aredo not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on golden parachute compensation.

~~Under the JOBS Act, we will remain an “emerging growth company” until the earliest of:~~represent, warrant or guarantee that:

•A shareholder would be able to realize the ~~last day~~MSV per share for the class of shares a shareholder owns if the ~~fiscal year during which we have total annual gross revenues of $1 billion or more;~~shareholder attempts to sell its shares;

•A shareholder would ultimately realize distributions per share equal to the ~~last day~~MSV per share for the class of ~~the fiscal year following the fifth anniversary of the completion~~shares it owns upon liquidation of our ~~offering;~~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 ~~date~~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:

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•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 ~~which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt;~~a monthly basis as such fee is paid; and

•~~the date on which we~~Under GAAP and NAV, organization costs are ~~deemed~~expensed as incurred and offering costs are charged to equity as such amounts are incurred. For MSV, such costs will be ~~a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will qualify~~recognized as a ~~large accelerated filer~~reduction to MSV as they are charged to equity ratably over 60 months.

Current and Historical Monthly Share Values

The MSV for each class of the ~~first day of~~Company's shares, and the ~~first fiscal year after we have (i) more than $700,000,000 in outstanding common equity held by our non-affiliates~~dates they were effective, are as of the last day of our most recently completed second fiscal quarter; (ii) been a public company for at least 12 months; and (iii) filed at least one annual report with the SEC. The value of our outstanding common equity will be measured each year on the last day of our second fiscal quarter.follows:

The JOBS Act also provides that an “emerging growth company” can utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. However, we are choosing to opt out of that extended transition period, and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for companies that are not “emerging growth companies.” Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.


Period		Class
From	To	A		C		I		P-A		P-I		P-S		P-T		P-D
1-Feb-21	28-Feb-21	$	8.550	$	8.300	$	8.550	$	8.680	$	8.960	$	9.005	$	9.005	$	9.005
1-Mar-21	31-Mar-21	$	8.607	$	8.351	$	8.605	$	8.731	$	9.020	$	9.005	$	9.005	$	9.005
1-Apr-21	2-May-21	$	8.607	$	8.351	$	8.605	$	8.760	$	9.019	$	9.005	$	9.005	$	9.005
3-May-21	31-May-21	$	8.488	$	8.241	$	8.487	$	8.682	$	8.923	$	8.994	$	8.975	$	8.968
1-Jun-21	30-Jun-21	$	8.488	$	8.241	$	8.487	$	8.682	$	8.923	$	8.994	$	8.975	$	8.968
1-Jul-21	1-Aug-21	$	8.488	$	8.241	$	8.487	$	8.682	$	8.923	$	8.994	$	8.975	$	8.968
2-Aug-21	31-Aug-21	$	8.466	$	8.236	$	8.466	$	8.735	$	8.914	$	8.972	$	9.012	$	8.962
1-Sep-21	30-Sep-21	$	8.466	$	8.236	$	8.466	$	8.735	$	8.914	$	8.972	$	9.012	$	8.962
1-Oct-21	31-Oct-21	$	8.466	$	8.236	$	8.466	$	8.735	$	8.914	$	8.972	$	9.012	$	8.962
1-Nov-21	30-Nov-21	$	8.339	$	8.128	$	8.339	$	8.630	$	8.803	$	8.852	$	8.894	$	8.859
1-Dec-21	2-Jan-22	$	8.339	$	8.128	$	8.339	$	8.630	$	8.803	$	8.852	$	8.894	$	8.859
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	Current	$	8.328	$	8.211	$	8.331	$	8.651	$	8.834	$	8.887	$	8.882	$	8.851

Results of Operations - Investment Basis

A discussion of the results of operations under the Investment Basis for the three months ended March 31, 2022 is included below. All references to the “LLC” in this “Results of Operations – Investment Basis” section refer to Greenbacker Renewable Energy Company LLC and ~~March 31, 2021 are as follows:~~it consolidated subsidiaries (GREC, GREC HoldCo, GREC Administration LLC, and Danforth Shared Services LLC) prior to the Acquisition, unless otherwise expressly stated or context requires otherwise.

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	For the three months ended March 31, 2022
Investment income:
Dividend income	$	12,547,447
Interest income	750,254
Total investment income	$	13,297,701
Key Operating expenses:
Management fee expense	$	6,886,720
Performance participation fee	384,065
Other expenses	6,386,443
Total expenses	$	13,657,228
Net investment income (loss) before taxes	(359,527)
(Benefit from) income taxes	(3,164,293)
Net investment income	$	2,804,766
Net change in realized and unrealized gain (loss) on investments, foreign currency translation and deferred tax assets:
Net realized loss on investments	$	(1,688)
Net change in unrealized appreciation (depreciation) on:
Investments	10,595,861
Foreign currency translation	15,768
Swap contracts	16,342,650
(Provision for) income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts	(8,922,373)
Net increase in net assets attributed to members' equity	$	20,834,984

Revenues

As the majority of our assets consist of equity investments in entities established to own and operate our renewable energy projects, the majority of the revenue we ~~generate~~generated prior to the Acquisition is in the form of dividend income. Dividend income is not equivalent to the gross revenue produced at the project level, as included in the Non-Investment Basis, but is instead the amount of free cash that iswas distributed from the project entities to the ~~Company~~LLC from time to time after paying for all project-level expenses, remitting principal payments not funded by the ~~Company,~~LLC, and complying with any specific project-level debt and tax equity ~~covenants.~~covenant, less any expenses incurred by the LLC or GREC for services provided by Greenbacker Administration directly relating to the ongoing operations of the project companies. Thus, the presentation of investment income in our ~~financial statements~~Consolidated Financial Statements as prepared under the Investment Basis differs from the traditional presentation shown in the financial statements or entities not prepared in accordance with ASC 946 and, most notably, is not equivalent to revenue as one might expect to see ~~in financial statements not prepared in accordance with ASC 946.~~under the Non-Investment Basis.

The timing and amount of dividend income to be distributed to the Company is determined on at least a quarterly basis by the Company. This process includes an analysis at the individual project entity level of the cash available from operations and necessary working capital needed for the proper daily operations of the project. As a general rule, the dividend income from our

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equity investments is recognized as income only when it is received by the Company or expected to be received by the Company immediately after each quarter end, whereas the undistributed income is retained within the project entities (i.e., included in working capital of the project company) and is added to the carrying value of those investments on the balance sheet. The other major component of our revenue is interest income earned on ~~our~~the LLC's debt investments, including loans to developers and loans made directly or indirectly to renewable energy projects. Dividend income for the three months ended March 31, 2022 ~~and March 31, 2021~~ totaled ~~$12,547,447 and $5,252,663, respectively,~~$12.5 million, while interest income earned on our cash, cash equivalents, and secured loans (including the amortization of origination and other fees) amounted to ~~$750,254 and $946,010, respectively.~~

The increase in dividend income from the three months ended March 31, 2022 to the three months ended March 31, 2021 was primarily attributable to the acquisition of operating assets and completion of construction assets during the latter part of 2021 into 2022.

During 2022, the fair value of our investments increased from $1,436 million as of December 31, 2021 to $1,586 million as of March 31, 2022, or a 10.5% increase. As of March 31, 2022, and December 31, 2021, we have approximately $450 million and $384 million in pre-operational and non-earning assets, respectively, which amounts to 22.0% and 20.2% of our gross investment amounts, respectively, and 29.3% and 26.6% of our net assets, respectively. We expect that the majority, but not all, of the assets that are currently pre-operational and non-earning to become revenue generating during 2022 and into 2024, but we also expect to continue to make new investments in projects prior to the commencement of construction. As noted above, the strategy of investing in projects prior to the commencement of construction results in an increase in costs with no immediate increase in dividend income from those projects.

Balance March 31, 2022 December 31, 2021 December 31, 2020
Investments in controlled/affiliated and non-controlled/non-affiliated portfolios, at fair value $ 1,518,490,652 $ 1,368,349,558 $ 648,809,997
Investments in money markets, at fair value $ 67,444,619 $ 67,392,443 $ 11,172,727
Total investments, at fair value $ 1,585,935,271 $ 1,435,742,001 $ 659,982,724
Notes payable balances of the Company and its operating entities $ 485,713,727 $ 421,053,561 $ 507,108,553
Cash, cash equivalents and restricted cash $ 52,715,517 $ 121,863,392 $ 4,675,836
Less: Note payable balance of the Company $ (80,884,642) $ (82,151,509) $ (90,145,500)
Gross Investment Amount $ 2,043,479,873 $ 1,896,507,445 $ 1,081,621,613
Additional Metrics
Pre-operational and non-earning assets $ 450,488,772 $ 383,562,821 $ 144,404,286
Pre-operational and non-earning assets as a % of gross investment amount 22.0 % 20.2 % 13.4 %
Pre-operational and non-earning assets as a % of net assets 29.3 % 26.6 % 26.0 %
$0.8 million.

Expenses

For the three months ended March 31, 2022, ~~and March 31,~~we incurred $13.7 million in operating expenses.

Prior to July 1, 2021, the ~~Company incurred $13,657,228~~base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of our gross assets (including amounts borrowed up to $50.0 million) until gross assets exceed $800.0 million. The base management fee monthly rate decreased to 0.15% (1.75% annually) for gross assets between $800.0 million to $1.5 billion and ~~$6,557,880~~0.13% (1.50% annually) for gross assets greater than $1.5 billion. For services rendered under the advisory agreement, the base management fee was payable monthly in ~~operating expenses, respectively, including~~arrears, or more frequently as authorized under the advisory agreement. The base management fee was calculated based on the average of the values of our gross assets for each day of the prior month. Base management fees ~~earned~~ for any partial period were appropriately prorated. The base management fee had the ability to be deferred or waived, in whole or in part, at the election of GCM. All or any part of the deferred base management fee not taken as to any period was deferred without interest and may be taken in any period prior to the occurrence of a liquidity event as determined

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by GCM in its sole discretion. On July 1, 2021, the ~~Advisor, which represents 0.91%, and 0.86%~~LLC entered into the Advisory Agreement with GCM. Effective July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of ~~average~~0.17% (2.00% annually) of the net assets ~~respectively.~~

until the net assets exceed $800.0 million. The base management fee monthly rate will decrease to 0.15% (1.75% annually) for net assets between $800.0 million to $1.5 billion and to 0.13% (1.50% annually) for net assets greater than $1.5 billion. Following the completion of the Acquisition and the termination of the Advisory Agreement, the LLC no longer pays a management fee to GCM. For the three months ended March 31, 2022, ~~and March 31, 2021, the Advisor earned $6,886,720 and $4,075,503, respectively,~~we incurred $6.9 million, in management fees, due to the increase in net assets most notably in 2021 due to ~~the~~a significant increase in capital raised.

The ~~consolidated financial statements reflect $384,065 and nil~~Special Unitholder, an entity affiliated with GCM, held the special unit in LLC entitling it to a performance participation fee as well as a liquidation performance participation fee payable upon a listing or a liquidation. The fees paid to the Special Unitholder as outlined in the Fourth Operating Agreement were effective for periods subsequent to March 31, 2020 and prior to May 18, 2022. For the three months ended March 31, 2022, ~~and~~we incurred $0.4 million in performance fees.

The residual expenses incurred during the three months ended March 31, ~~2021, respectively.~~2022 included other operating expenses such as other professional fees and legal expenses, which consisted of certain costs associated with the Acquisition and the transition to Non-Investment Basis.

Lastly, for the three months ended March 31, 2022, ~~and March 31, 2021, the Company~~we generated a tax (benefit) of ~~$(3,164,293) and $(1,369,294), respectively.~~$(3.2) million. The benefit recorded within ~~net~~Net investment income ~~(loss)~~ is mainly derived from net operating losses incurred by the ~~Company.~~

~~For the three months ended March 31, 2022 and March 31, 2021, the net investment income (loss) was $2,804,766 and $1,010,087, respectively, or $0.02 and $0.01, respectively, per share.~~

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The Company's expenses primarily relate to the payment of asset management fees under our advisory agreement with the Advisor as well as performance participation fees to the Special Unitholder. We also bear other expenses, which include, among other things:

•~~the cost of calculating our NAV, including the related fees and cost of retaining third-party valuation services;~~

•~~the cost of effecting sales and repurchases of units;~~

•fees payable to third parties relating to, or associated with, our financial and legal affairs, making investments and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments and sub-advisors, as well as other activities associated with operating the Company;

•~~interest payable on debt incurred to finance our investments;~~

•~~transfer agent and custodial fees;~~

•~~federal and state registration fees;~~

•~~costs of board meetings, unitholders’ reports and notices, and any proxy statements;~~

•~~directors’ and officers’ errors and omissions liability insurance and other types of insurance;~~

•~~direct costs, including those relating to printing of unitholder reports and advertising or sales materials, mailing, telephone and staff;~~

•~~fees and expenses associated with independent audits and outside legal costs, including compliance with the Sarbanes-Oxley Act of 2002 and applicable federal and state securities laws; and~~

•all other expenses incurred by us or the Advisor or sub-advisors in connection with administering our investment portfolio, including expenses incurred by our Advisor in performing certain of its obligations under the advisory agreement.LLC.

Net Change in Realized and Unrealized Gain (Loss) on Investments, Foreign Currency Translation and Deferred Tax Assets

Net realized loss on investments, Net change in unrealized appreciation (depreciation) on Investments and Net change in unrealized appreciation (depreciation) on Foreign currency ~~translation~~translations are reported separately on the Consolidated Statements of ~~Operations.~~Operations as prepared under the Investment Basis. We ~~measure~~measured realized gains or losses as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation will reflect the change in investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

For the three months ended March 31, 2022, ~~we recorded~~the LLC recognized a net change in unrealized appreciation of ~~$26,954,279 was recorded of which $10,595,861 of unrealized appreciation related to~~$27.0 million, driven by the change in value of investments and $15,768 of unrealized appreciation related to the change in value based upon changes in foreign currency exchange rates and $16,342,650 of depreciation related to the change in value of swap contracts.

For the three months ended March 31, 2021, we recognized a $(72,149) realized loss related to net working capital adjustments on investments previously sold, a net change in unrealized appreciation of $5,730,739 was recorded of which $2,171,448 of unrealized appreciation related to the change in value of investments and $20,142 of unrealized appreciation related to the change in value based upon changes in foreign currency exchange rates and $3,739,027 of depreciation related to the change in value of swap contracts.

The (provision for) income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts was ~~$(8,922,373) and $(3,142,873)~~$8.9 million for the three months ~~ending~~ended March 31, ~~2022 and March 31, 2021, respectively.~~2022. The provision is mainly derived from unrealized tax basis gains on the ~~Company’s~~LLC's investments offset by net operating losses incurred and investment tax credit carryforwards related to the ~~Company’s~~LLC's investments which, unlike for financial statement purposes under U.S. GAAP, are consolidated for tax purposes.

Changes in Net Assets from Operations

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For the three months ended March 31, 2022, ~~and March 31, 2021,~~ we recorded a net increase in net assets resulting from operations of ~~$20,834,984 and $3,725,682 respectively,~~$20.8 million, or $0.12 ~~and $0.04, respectively,~~ per share. The increase in net assets primarily relates to our net investment income earned during the period and unrealized appreciation related to the change in value of investments.

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 smaller projects poses certain challenges compared with buying large single projects, we see significant benefits associated with these smaller 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 0.3 GW on a year-over-year basis, as the Company acquired new operating projects and its under-construction projects entered commercial operation. This expansion included a new milestone: the Company's largest operating clean energy asset to date.

As illustrated below, this capacity growth enabled the Company’s fleet of clean energy projects to produce well over 570,000 MWh of total power during the three months ended March 31, 2023, marking a year-over-year increase of 14%. The increased production is driven by the solar energy segment, which included more than 255,000 MWh of solar energy, representing year-over-year growth of 42%.

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MWh by Technology	Three months ended March 31, 2023	Three months ended March 31, 2022	YoY change for the three months ended March 31
Commercial Solar	255,225	179,164	42	%
Wind	305,628	302,238	1	%
Biomass	15,502	24,265	(36)	%
Total	576,355	505,667	14	%

Dividend Coverage Ratio and Realized Gains - Investment Basis

~~As further discussed below, towards~~Towards the end of 2017, ~~our Advisor~~GCM began to observe an increase in the opportunities to participate in projects that were largely similar to our operating assets in terms of the long-term risks, but which had the potential for additional returns if we could manage ~~some~~ additional risks in the early stages of the investment lifecycle. As a result, we determined that we should expand our investment capabilities to include four basic investment categories: operating assets, assets before their commercial operation date, assets at notice to proceed, and special situations. Since then, in addition to acquiring operating assets, a substantial portion of our investment activity consists of acquiring pre-operational assets which we then fund through construction until such time as the assets are placed in service and start generating revenue. Depending on the circumstances, the construction process can take several months during which time we are not generating revenues from these investments and are paying distributions on the capital raised to fund the investments. When determining the price to be paid for pre-operational assets, we perform a discounted cash flow analysis ~~using conservative assumptions regarding~~of the lifetime operating returns of the projects and incorporating the pre-operational period into our analysis. Through the construction period we continue to incur substantial operating expenses associated with

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owning and managing these investments, as well as pay distributions on the capital raised to fund the investments. Thus, ~~from a near term financial perspective, the Company’s financial statements~~our Consolidated Financial Statements and overall dividend coverage ratio ishad been negatively ~~impacted.~~impacted in recent years.

An analysis of the ~~effect of realized gains on the Company's~~LLC’s dividend coverage ratio is as follows:

Description 3/31/2022 2021 2020 2019 2018 2017
Net investment income before taxes $ (359,527) $ (6,233,623) $ 1,645,856 $ 4,213,803 $ 9,681,310 $ 7,459,040
Shareholder distributions (total including DRP) $ 23,977,142 $ 71,114,670 $ 31,038,522 $ 25,884,100 $ 17,738,130 $ 11,403,610
Dividend coverage ratio (net investment income/total distributions) (1.5) % (8.8) % 5.3 % 16.3 % 54.6 % 65.4 %
Realized (losses) gains $ (1,688) $ (29,182) $ 7,830,550 $ 12,915,740 $ — $ 694,000
Gross dividend coverage ratio (net investment income and realized gains/total shareholder distributions) (1.5) % (8.8) % 30.5 % 66.2 % 54.6 % 71.5 %

The Company has built its business around investing in long-term income-producing assets in the renewable energy industry utilizing the cash flow associated with those assets to pay monthly distributions to our investors. When fully invested, we will measure success based upon generating a consolidated cash flow stream, which enables the Company to pay all shareholder distributions through the operating returns of the Company’s projects. As such, our long-term goal has always been to achieve a distribution coverage ratio of at least 1:1, and to grow that ratio meaningfully over time, so that we can increase long-term returns to investors either through distribution growth or by growing the net asset value of our shares through reinvestment on net investment income.

~~Investment Company Accounting Considerations~~

Since the Company’s consolidated financial statements are prepared using the specialized accounting principles of ASC Topic 946, our Advisor produces an estimate of the fair market value of each of our investments quarterly. When valuing our investments under the income method, net operating earnings generated at the project level are included in our valuation models. While the valuation models take into account all revenue, Dividend income recorded from each of our project companies may be more or less than that included in our valuation models each period due to various cash flow considerations. As an example, since many of our projects are held in tax partnership structures, or in related entities with bank-financed project-level debt, the Company may be contractually limited in its ability to make dividend distributions from project companies to the Company. Since project entities are not consolidated with the Company under ASC Topic 946, in many cases not all net income from operations earned by a project company is distributed to the Company. While this non-distributed income is included in the calculation of fair market value and unrealized gain/loss on investments, it is not included in Net investment income on the Consolidated Statements of Operations, and therefore not included in our dividend coverage ratio.

~~Table of contents~~

~~Investing in Asset Classifications other than Operating Assets~~

We believe that the hallmark of a good investment strategy is the ability to take advantage of new opportunities and adjust to changing market conditions. Towards the end of 2017, our Advisor began to observe an increase in the opportunities to participate in projects that were largely similar to our operating assets in terms of the long-term risks, but which promised additional returns if we could manage some additional risks in the early stages of the investment lifecycle. As a result, we determined that we should expand our investment capabilities to include four basic investment categories:

1.~~Operating Assets~~ – As a continuation of our initial strategy, the Company will continue to invest in solar, wind and other alternative energy assets that are already in commercial operation and generating investment returns through the sale of contracted electricity and environmental attributes.

2.~~Commercial Operation Date~~ (“COD”) – The Company will also purchase assets that have been constructed by developers but have not been placed in service. Functionally these assets are generally ready to generate electricity and have reached a milestone known as the COD. While we have determined that a modest investment premium could be obtained by investing at COD, most importantly the term of the contracted cash flows is maximized through this strategy.

3.~~Notice to Proceed~~ (“NTP”) – We further determined that we could invest in assets that had not yet been constructed but that had received substantially all of the permits necessary to begin construction, a milestone known as NTP. While potentially riskier than operating or COD projects due to the level of construction risk, we believe that the additional return associated with these projects more than compensates for the additional risk. Furthermore, when we invest in NTP assets we have the added benefit of having more control of equipment selection and implementation of construction best practices, which positively affects the long-term performance of our plants. With the continued growth of the renewable energy market, driven by increases in the level of Renewable Portfolio Standards in several states and the planned wind-down of federal tax incentives, we identified a significant number of NTP transactions coming to market and an opportunity to develop strong pipeline-type relationships with the developers of these projects. Besides increasing returns to investors, this has enabled management to substantially increase our access to a proprietary pipeline of sound projects.

4.~~Special Situations~~ – We also determined there are market opportunities for selected projects driven by either technical or financial issues, either at the project or owner level, that can be relatively easily resolved by accessing the broad range of expertise we have in-house to deal with our day-to-day operations. Therefore, we determined that on a limited basis the Company would seek investments that had these characteristics, since by resolving the issues we have the potential to generate above-market returns.

In order to execute on this strategy, management recognized the need to build a dedicated team of technical asset management professionals. Greenbacker Administration therefore began hiring a team of experienced engineers and construction managers, which enabled the Company to expand our investment focus into these additional categories of investment. Having access to the technical expertise enabled the Company to purchase operationally challenged solar and wind farms while having a sound financial understanding of the costs and time required to resolve the issues. Having an in-house team of technical asset management professionals increases our ability to extract revenue from aging solar assets through repowers and plant optimization. It also allows us to capitalize on the acquisition of “distressed” assets as the number of those assets exponentially increases over the coming years. Lastly, it enabled us to invest in earlier-stage projects where the projects were fully permitted but construction had not yet commenced. Having access to this level and breadth of expertise is a major competitive advantage for the Company in the marketplace.

~~Strategic Considerations of Investing in NTP Projects~~

We believe that investing across the four investment categories discussed above provides the best opportunity for the Company to generate superior investment returns over the medium term, diversify our portfolio, and create a proprietary pipeline of sound investment opportunities for future growth. The downside of this approach is that investing in pre-operational solar and wind projects that are underperforming has a negative impact on near-term cash flows and dividend coverage. To minimize the downside effects of the strategy, management has continued to explore more sophisticated financing tools to enable us to direct more of our investable capital into current income-generating investments going forward. As the size of our portfolio grows, our ability to access the more sophisticated financial products increases.


Description	For the period from January 1, 2022 through May 18, 2022			For the year ended December 31, 2021			For the year ended December 31, 2020			For the year ended December 31, 2019			For the year ended December 31, 2018			For the year ended December 31, 2017
Net investment (loss) income before taxes	$	(9,199,942)		$	(6,233,623)		$	1,645,856		$	4,213,800		$	9,681,310		$	7,459,040
Shareholder distributions (total including DRP)	$	32,202,840		$	71,114,670		$	31,038,522		$	25,884,100		$	17,738,130		$	11,403,610
Dividend coverage ratio (net investment income/total distributions)	(28.6)		%	(8.8)		%	5.3		%	16.3		%	54.6		%	65.4		%
Realized (losses) gains	$	(1,688)		$	(29,182)		$	7,830,550		$	12,915,740		$	—		$	694,000
Gross dividend coverage ratio (net investment income and realized gains/total shareholder distributions)	(28.6)		%	(8.8)		%	30.5		%	66.2		%	54.6		%	71.5		%

History of Distribution Coverage - Investment Basis

2014 - 2018

~~Table of contents~~

During the period from April 2014, when we started raising capital, through the end of 2017, our investment strategy consisted wholly of purchasing operating renewable energy projects that were in service and generating income from the sale of electricity under long-term power purchase contracts. By investing exclusively in operating assets, the ~~Company~~LLC was able to demonstrate steady improvement in distribution coverage through that period. This initial operational period also corresponded to a significant increase in assets under management, as well as the deployment of capital in income producing renewable energy operating assets. During 2018, the ~~Company~~LLC began to expand its investment focus with the purchase of the Midway III project in September 2018. There were no assets under construction in 2017, whereas by December 31, 2018, the ~~Company’s~~LLC’s investment portfolio included a total of ~~$67~~$67.0 million of to-be-constructed assets. Given the substantial increase in non-income-generating assets, the distribution coverage ratio fell to 54.58% on average assets by December 31, 2018.

2019

By December 31, 2019, total capital deployed in pre-operational and non-earning assets reached approximately ~~$129~~$128.6 million which ~~amounted~~amount to 31.5% of net ~~assets, or 19.1% of the gross investment amount.~~assets. In addition, Greenbacker Administration costs increased approximately $3$3.0 million year over year due to the increase in specialist headcount to manage the construction and operational risks associated with these investment initiatives. These increased costs directly reduced the operating cash flows from project-level entities that would otherwise have been available to distribute to the ~~Company~~LLC as dividend income. When these projects commenced operations, any increase in the fair value of the project was recognized as an unrealized gain on the Consolidated Statements of Operations, not as investment income. Thus, while costs incurred prior to operation ~~reduce~~reduced the dividend coverage ratio, any unrealized gains on the value of the project after reaching operations ~~have~~had no effect on the dividend coverage ratio.

2020

As of December 31, 2020 total capital deployed in pre-operational and non-earning assets reached approximately ~~$144~~$144.4 million which amounts to 26.0% of net ~~assets, or 13.4% of the gross investment amount.~~assets. In addition, Greenbacker Administration costs continued to increase due to the increase in specialist headcount to manage the construction and operational risks associated with these investment initiatives. These increased costs directly reduced the operating cash flows from project-level entities that would otherwise have been available to distribute to the ~~Company~~LLC as dividend income. Consistent with 2019, as these projects commenced operations, any increase in the fair value of the project was recognized as an unrealized gain on the Consolidated Statements of Operations, not as investment income. Thus, while costs incurred prior to operation ~~reduce~~reduced the dividend coverage ratio, any unrealized gains on the value of the project after reaching operations ~~have~~had no effect on the dividend coverage ratio.

2021

Table of contents

As of December 31, 2021, total capital deployed in pre-operational and non-earning assets reached approximately ~~$384~~$383.6 million which ~~amounts~~amounted to 26.6% of net ~~assets, or 20.2% of the gross investment amount.~~assets. Additionally, as a result of the significant capital raised during the year ended December 31, 2021, the ~~Company has $67~~LLC had $67.4 million in investments in money market funds as of December 31, 2021, amounting to an additional 4.8% of our net ~~assets, or 3.6% of our gross investment amounts.~~assets. Any change in fair value of the ~~Company's~~LLC's investments, whether the projects ~~are~~were operating or pre-operational, iswas recognized as an unrealized gain on the Consolidated Statements of Operations, not as investment income. Thus, while costs incurred prior to operation ~~reduce~~reduced the dividend coverage ratio, any unrealized gains on the value of the project before or after reaching operations ~~have~~had no effect on the dividend coverage ratio. From a near-term financial perspective, the ~~Company's financial statements~~LLC's Consolidated Financial Statements and overall dividend coverage ratio ~~are~~were negatively impacted.

2022

AsFor the period from January 1, 2022 through May 18, 2022, the LLC continued to see the effects of ~~March 31, 2022, total~~ capital deployed in pre-operational and non-earning assets ~~reached approximately $450 million which amounts~~on distribution coverage. In addition to ~~29.3%~~those impacts, the LLC also recognized increased operating expenses largely made up of ~~net assets, or 22.0%~~legal expenses and other professional fees associated with the Acquisition and resulting change in status to the Non-Investment Basis. These costs are considered to be non-recurring and are unrelated to the continuing operations of the ~~gross~~LLC and therefore, are not expected to impact in future periods.

Given the change in status to the Non-Investment Basis, the Company will no longer present Net investment ~~amount. Additionally,~~income in the Consolidated Financial Statements. The Company will utilize metrics presented within the Consolidated Financial Statements as prepared under the Non-Investment Basis, as well as Adjusted EBITDA and FFO, in evaluating and reporting on the sources of funding for shareholder distributions and the underlying drivers of our financial results in the current period as well as prospectively.

Liquidity and Capital Resources

Overview

Liquidity is a ~~result~~measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain our current and future renewable energy project assets, make distributions to our shareholders and other general business needs. We will use significant cash to fund the acquisition, construction and operation of renewable energy and energy efficiency projects, make investments in renewable energy businesses, repay principal and interest on our borrowings, make distributions to our shareholders and fund our operations.

Our 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 and to pay distributions to our shareholders. We expect to meet our short-term liquidity requirements primarily from operating cash flow, cash on hand, and borrowings under our existing financing sources.

Our long-term liquidity needs consist primarily of funds necessary to repay debt and to acquire and construct 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. Our ability to access these capital sources may be impacted by unfavorable market conditions, particularly in the debt and equity capital markets, which are outside of our control.

We expect that our primary sources of financing will be through corporate-level credit facilities or other secured and unsecured borrowings, but we may also issue equity or debt securities. 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 and governmental grants.

Tax equity investors — passive investors which could be a financial institution, insurance company or corporation — contributes capital based on construction milestones in exchange for a share of the ~~significant capital raised during~~tax credits (and other tax benefits such as accelerated depreciation) and cash flows generated by a qualifying physical investment. Initially, the three months ending March 31, 2021, the Company has $67 million in investments in money market funds as of March 31, 2021 amounting to an additional 4.4% of our net assets, or 3.3% of our gross investment amounts. Consistent with historical trends, as these projects commenced operations, any increase in the fair valuetax equity investor receives substantially all of the ~~project was recognized as an unrealized gain in~~non-cash value attributable to the ~~statement of operations, not as investment income. Thus, while costs incurred prior to operation reduce the dividend coverage ratio, any unrealized gains on the value~~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 ~~project~~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 ~~reaching operations has no effect on~~a five-year recapture period while yield based flips occur after the ~~dividend coverage ratio. While pre-operational assets continues to increase, from~~tax equity investor achieves a ~~near term financial perspective, the company’s financial statements and overall dividend coverage ratio is negatively impacted.~~

~~Portfolio and Investment Activity~~specified

5984

Table of contents

As of March 31, 2022, the Company invested in numerous solar, wind, battery storage, biomass and energy efficiency projects included in 15 investment portfolios, as well as six secured loans, as follows:

~~Battery Storage~~

~~Pacifica Portfolio~~

This portfolio consists of operating and pre-operating battery storage facilities totaling approximately 14.3 MW, located in California. Of the total, approximately 7.8 MW is associated with pre-operating battery storage facilitiesreturn typically on an after-tax basis which ~~are~~may last longer than expected ~~to reach COD during 2022. For all facilities within this portfolio, power is either sold or will be sold to municipal or commercial offtakers for a 10 year term.~~

~~Other Battery Storage Portfolios~~

This portfolio consists of pre-operating battery storage facilities totaling approximately 10.0 MW, located in New York, which are expected to reach COD during 2023. For all facilities within this portfolio, power is either sold or will be sold to residential offtakers for a 10 year term.

~~Biomass~~

~~Eagle Valley Biomass Portfolio~~

~~This portfolio consists of an operating biomass facility approximating 12.0 MW, located in Colorado. The system sells power to the local utility under a PPA arrangement with a 20 year term.~~

~~Commercial Solar~~

~~Celadon Portfolio~~

This portfolio consists of operating and pre-operating solar power facilities totaling approximately 173.9 MW, located across California, Colorado, Washington D.C., Illinois, Massachusetts, Minnesota, Nevada, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Utah, Vermont, Washington and Wisconsin. Of the total, approximately 82.3 MW is associated with pre-operating solar power facilities which are expected to reach COD over the period ending in 2023. For all facilities within this portfolio, power is either sold or will be sold through PPA contracts that range from nine to 25 years.

~~GEH Portfolio~~

This portfolio consists of operating and pre-operating solar power facilities totaling approximately 100.5 MW, located across Arizona, California, Colorado, Connecticut, Florida, Hawaii, Indiana, Massachusetts, Maryland, New Jersey, New York, North Carolina, Tennessee and Vermont. The systems sell power under PPA arrangements ranging from 15 to 25 years. Certain systems also sell RECs and SRECs to the local utilities. Certain of the facilities, representing 8.4 MW of the total forif the portfolio represents leased operating solar power facilities. During the remaining term of the lease, which is approximately eight years, there is the potential for the Company to purchase these assets directly upon the agreement and consent of the parties.

~~Ponderosa Portfolio~~

This portfolio consists of pre-operating solar power facilities totaling approximately 198.7 MW, located across Montana, and South Dakota. These pre-operating solar power facilities are expected to reach COD over the period ending in 2022. For all facilities within this portfolio, power will be sold through PPA contracts that range from 20 to 25 years. During the three months ended March 31, 2022, two projects comprising 68.6 MW were transferred to Other Commercial Solar Portfolios.

~~Sego Lily - Solar Portfolio~~

This portfolio consists of operating and pre-operating solar power facilities totaling approximately 119.9 MW, located across California and Utah. Of the total, approximately 104.0 MW is associated with pre-operating solar power facilities which are expected to reach COD during 2022. For all facilities within this portfolio, power is either sold or will be sold through PPA contracts that range from 15 to 20 years.

~~Trillium Portfolio~~

~~Table of contents~~

This portfolio consists of operating solar power facilities totaling approximately 84.7 MW, located across Arkansas, California, Colorado, Maryland, Massachusetts, New Jersey, Oregon, Pennsylvania, Vermont and Washington D.C. These projects consist primarily of commercial ground and rooftop-mounted photovoltaic systems. The systems primarily sell power to various commercial, municipal, residential and utility offtakers under long-term PPAs that range from five to 28 years.

~~Other Commercial Solar Portfolios~~

This portfolio consists of operating and pre-operating solar power facilities totaling approximately 1,535.1 MW, located in Ontario, Canada, California, Colorado, Illinois, Maine, Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey, New York, North Carolina, Rhode Island, South Dakota, Vermont, Washington, D.C. and Wyoming. Of the total, approximately 1,134.9 MW is associated with pre-operating solar power facilities which are expected to reach COD over the period ending in 2024. For all facilities within this portfolio, power is either sold or will be sold through long-term PPAs. During the three months ended March 31, 2022, two assets comprising 4.19 MW were acquired and two assets comprising 68.6 MW were transferred from the Ponderosa Portfolio.

~~Wind~~

~~Sego Lily - Wind Portfolio~~

~~This portfolio consists of operating wind power facilities totaling approximately 72.8 MW, located in California and Maine. The systems sell power under PPA arrangements with a 20 year term.~~

~~Greenbacker Wind Holdings II Portfolio~~

This portfolio consists of operating wind power facilities totaling approximately 90.0 MW, located in Iowa, Massachusetts and Montana. These systems primarily sell power to various municipal and utility offtakers under long-term PPAs. Certain systems also sell RECs to the local utilities.

~~Greenbacker Wind - HoldCo Portfolio ("GB Wind HoldCo")~~

This portfolio consists of operating wind power facilities totaling approximately 131.3 MW, located in Idaho, Iowa, Minnesota and Vermont. The systems sell power under PPA arrangements ranging from 20 to 25 years. Certain systems also sell RECs to the local utilities.

~~Other Wind Investments Portfolios~~

This portfolio consists of operating wind power facilities totaling approximately 92.0 MW, located in California, Minnesota and New York. For all facilities within this portfolio, power is either sold or will be sold through long-term PPAs.

~~Other Portfolios~~

~~This portfolio consists of acquisition costs related to~~company’s energy projects ~~being acquired in Delaware and Vermont. Additionally,~~perform below our expectations. After the ~~Company has invested capital to acquire and safe harbor panels that will be used in the construction of various pipeline projects.~~

In addition, on October 9, 2020, GREC made a $5,000,000 limited partner (“LP”) commitment to Greenbacker Development Opportunities Fund I, LP (“GDEV”), which was increased to $6,075,000 in the fourth quarter of 2020. In April, 2021, the commitment to GDEV increased to $7,500,000. As of March 31, 2022, $2,948,114 of the commitment was funded—the fair value of this investment was $3,791,846.

GDEV is an affiliate of GREC, as GDEV possesses the same investment advisor as GREC. The agreement between GDEV and GREC was negotiated at an arm’s length and contains standard terms and conditions that would be included in a third-party limited partnership agreement. However, as part of the agreement between GDEV and GREC, GREC was issued a membership interest in Greenbacker Development Opportunities GP I, LLC (“GDEV GP”), the general partner which provides for a 10% allocation of GDEV GP's carried interest in GDEV.

~~Other Energy Efficiency Portfolios~~

~~This portfolio consists of capital leases and secured loans, including loans to the related parties LED Funding LLC and Renew AEC One LLC (the “AEC Companies”).~~

~~Table of contents~~

~~Secured Loans~~

~~Chaberton Loan~~

~~In September 2021, the Company entered into a short-term secured loan agreement with Chaberton Acquisition Holdings LLC. The loan bears an interest rate of 8% and matures on September 30, 2022.~~

~~Cider Loan~~

~~In December 2021, the Company entered into a short-term secured loan agreement with Hecate Energy Cider Solar LLC. The loan bears an interest rate of 8% and matures on June 30, 2022.~~

~~Encore Loan~~

In October 2019, the Company entered into a short-term secured loan agreement with Encore Equipment, LLC. The loan bears an interest rate of 10% and matures on April 30, 2022. The loan was repaid in full as of April 29, 2022.

~~New Market Loan~~

~~In October 2019, the Company entered into a short-term secured loan agreement with New Market Solar, LLC. The loan bears an interest rate of 9% and matures on June 30, 2022.~~

~~Shepherd's Run Loan~~

~~In January 2021, the Company entered into a short-term secured loan agreement with Hecate Energy Columbia County 1 LLC. The loan bears an interest rate of 8% and matures on September 30, 2022.~~

~~SE Solar Loan~~

~~In February 2019, the Company entered into a short-term secured loan agreement with SunEnergy1, LLC. The loan bears an interest rate of 9% and matures on June 30, 2022.~~

~~Portfolio Disposals~~

~~There were no sales during the three months ended March 31, 2022.~~

~~There were no material sales during the year ended December 31, 2021.~~

~~Table of contents~~

~~Investment Summary~~

~~The following table presents the gross purchases of the gross funding of additional capital for new or existing investments for the three months ended March 31, 2022 and March 31, 2021:~~

For the three months ended March 31,
2022 For the three months ended March 31,
2021
Battery Storage
Pacifica Portfolio $ 314,207 $ 300,974
Other Battery Storage Portfolios 96 —
Biomass
Eagle Valley Biomass Portfolio 218 600,000
Commercial Solar
Celadon Portfolio 22,861,182 —
GEH Portfolio 938,227 859,034
Ponderosa Portfolio 17,484,707 —
Sego Lily - Solar Portfolio 20,226,947 23,441,777
Trillium Portfolio 1,293,300 87,999,278
Other Commercial Solar Portfolios 64,738,553 28,548,472
Residential Solar
Greenbacker Residential Solar Portfolio II — 49,698
Wind
Sego Lily - Wind Portfolio 2,347,895 —
Greenbacker Wind - HoldCo Portfolio 3,426,288 3,839,547
Greenbacker Wind Holdings II Portfolio 856,140 9,823,100
Other Wind Investments Portfolios 288,101 40,000
Other Investments
Other Portfolios 32,384,843 4,155,406
Secured Loans
Chaberton Loan 2,784,159 —
Cider Loan 13,928,400 —
Encore Loan — 9,918
Hudson Loan — 1,345,394
Hudson II Loan — 1,345,394
TUUSSO Loan — 1,132,850
Shepherd's Run Loan — 6,322,590
$ 183,873,263 $ 169,813,432

~~Table of contents~~

~~The composition of the Company’s investments as of March 31, 2022, at fair value, were as follows:~~

Investments
at Cost Investments at
Fair Value Fair Value
Percentage
of Total
Portfolio
Battery Storage
Pacifica Portfolio $ 11,603,047 $ 10,709,612 0.7 %
Other Battery Storage Portfolios 4,855,679 4,855,679 0.3 %
Subtotal $ 16,458,726 $ 15,565,291 1.0 %
Biomass
Eagle Valley Biomass Portfolio $ 24,479,299 $ 12,690,189 0.8 %
Subtotal $ 24,479,299 $ 12,690,189 0.8 %
Commercial Solar
Celadon Portfolio $ 187,909,496 $ 212,221,346 13.4 %
GEH Portfolio 151,057,169 155,312,690 9.8 %
Ponderosa Portfolio 72,929,785 92,647,595 5.8 %
Sego Lily - Solar Portfolio 110,636,061 132,246,034 8.3 %
Trillium Portfolio 75,943,161 104,947,032 6.6 %
Other Commercial Solar Portfolios 313,677,497 358,335,735 22.6 %
Subtotal $ 912,153,169 $ 1,055,710,432 66.5 %
Wind
Sego Lily - Wind Portfolio $ 117,376,719 $ 144,554,048 9.1 %
Greenbacker Wind Holdings II Portfolio 63,171,752 59,490,435 3.8 %
Greenbacker Wind - HoldCo Portfolio 87,619,177 83,711,600 5.3 %
Other Wind Investments Portfolios 56,747,122 59,299,109 3.7 %
Subtotal $ 324,914,770 $ 347,055,192 21.9 %
Other Investments
Other Portfolios $ 44,802,587 $ 46,054,008 2.9 %
Subtotal $ 44,802,587 $ 46,054,008 2.9 %
Energy Efficiency
Other Energy Efficiency Portfolios $ 613,736 $ 628,589 — %
Subtotal $ 613,736 $ 628,589 — %
Secured Loans
Chaberton Loan $ 5,032,122 $ 5,032,122 0.3 %
Cider Loan 13,928,400 13,928,400 0.9 %
Encore Loan 3,058,527 3,058,527 0.2 %
New Market Loan 5,008,070 5,008,070 0.3 %
Shepherd's Run Loan 8,751,528 8,751,528 0.6 %
SE Solar Loan 5,008,304 5,008,304 0.3 %
Subtotal $ 40,786,951 $ 40,786,951 2.6 %
Investment in Money Market Funds
Allspring Treasury Plus Money Market Fund - Institutional Class $ 14,362,448 $ 14,362,448 0.9 %
Fidelity Government Portfolio - Class I 19,359,861 19,359,861 1.3 %
First American Government Obligations Fund - Class X 19,309,861 19,309,861 1.2 %
First American Government Obligations Fund - Class Z 50,000 50,000 — %
JPMorgan US Government Money Market Fund - Class L 14,362,449 14,362,449 0.9 %
Subtotal $ 67,444,619 $ 67,444,619 4.3 %
Total $ 1,431,653,857 $ 1,585,935,271 100.0 %

~~Table of contents~~

~~The composition of the Company’s investments as of December 31, 2021, at fair value, were as follows:~~

Investments
at Cost Investments at
Fair Value Fair Value
Percentage
of Total
Portfolio
Battery Storage
Pacifica Portfolio $ 11,288,841 $ 10,747,811 0.7 %
Subtotal $ 11,288,841 $ 10,747,811 0.7 %
Biomass
Eagle Valley Biomass Portfolio $ 24,533,222 $ 17,184,912 1.2 %
Subtotal $ 24,533,222 $ 17,184,912 1.2 %
Commercial Solar
Celadon Portfolio $ 165,129,450 $ 187,410,880 13.1 %
GEH Portfolio 150,463,205 157,925,117 11.0 %
Ponderosa Portfolio 49,514,975 59,577,751 4.1 %
Sego Lily - Solar Portfolio 107,621,275 122,272,431 8.5 %
Trillium Portfolio 74,764,309 101,432,185 7.1 %
Other Commercial Solar Portfolios 250,865,362 302,548,767 21.1 %
Subtotal $ 798,358,576 $ 931,167,131 64.9 %
Wind
Sego Lily - Wind Portfolio $ 117,410,390 $ 140,965,616 9.8 %
Greenbacker Wind Holdings II Portfolio 62,787,210 62,272,198 4.3 %
Greenbacker Wind - HoldCo Portfolio 84,674,188 78,025,844 5.4 %
Other Wind Investments Portfolios 56,638,076 58,770,864 4.1 %
Subtotal $ 321,509,864 $ 340,034,522 23.6 %
Other Investments
Other Portfolios $ 35,034,396 $ 35,243,259 2.5 %
Subtotal $ 35,034,396 $ 35,243,259 2.5 %
Energy Efficiency
Other Energy Efficiency Portfolios $ 668,736 $ 685,784 — %
Subtotal $ 668,736 $ 685,784 — %
Secured Loans
Chaberton Loan $ 2,247,962 $ 2,247,962 0.2 %
Encore Loan 3,058,527 3,058,527 0.2 %
Hudson Loan 4,984,650 4,984,650 0.3 %
Hudson II Loan 4,227,098 4,227,098 0.3 %
New Market Loan 5,008,070 5,008,070 0.3 %
Shepherd's Run Loan 8,751,528 8,751,528 0.6 %
SE Solar Loan 5,008,304 5,008,304 0.3 %
Subtotal $ 33,286,139 $ 33,286,139 2.2 %
Investment in Money Market Funds
Allspring Treasury Plus Money Market Fund - Institutional Class $ 16,823,110 $ 16,823,110 1.2 %
Fidelity Government Portfolio - Class I 16,873,111 16,873,111 1.2 %
First American Government Obligations Fund - Class X 16,823,111 16,823,111 1.2 %
First American Government Obligations Fund - Class Z 50,000 50,000 — %
JPMorgan US Government Money Market Fund - Class L 16,823,111 16,823,111 1.2 %
Subtotal $ 67,392,443 $ 67,392,443 4.8 %
Total $ 1,292,072,217 $ 1,435,742,001 100 %

~~Electricity Production by Our Investments~~

~~Between 2019 through the end of 2021,~~flip occurs, we observed 140% growth in annual total megawatt hours ("MWh") production output across our solar, wind, and biomass energy projects in our investment portfolio, resulting in a corresponding growth of revenues earned by our investments. This growth was due in large part to the increase in the capital we deployed in commercial solar and wind projects while increasing the diversification of our portfolio geographically, technologically and across various investment-grade offtakers.

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Our strategy of purchasing distributed generation and opportunistic utility-scale projects where we benefit from less competition from large capital providers and existing relationships with developers who expand their projects to larger scale continues to enable us to build a highly diversified portfolio. While buying and operating smaller projects creates a lot of challenges versus buying large single projects, we see significant benefits in terms of the investment return potential, the ability 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.

For the three months ended March 31, 2022 and March 31, 2021, the total MWh produced across all renewable energy projects in our portfolio were 505,667 MWh, and 324,470 MWh, respectively, an increase of 56%. The most significant growth by segment for the first three months of 2022 as compared to the first three months of 2021 was wind. This increase of 60% year-over-year was largely due to assets within the Sego Lily - Wind Portfolio becoming fully operational, as well as the acquisition of operating assets included within the Other Wind Investments Portfolios.

MWh by Segment Three months ended March 31,
2022 Three months ended March 31,
2021
Commercial Solar 179,164 112,373
Wind 302,238 188,717
Biomass 24,265 23,380
Total 505,667 324,470

~~Net Asset Value and Monthly Share Value Determinations in Connection with Our Offerings~~

Since commencing operations on April 25, 2014, the Company has sold shares on a continuous basis at offering prices that were based upon NAV (through September 30, 2020) and a Monthly Share Value, effective October 1, 2020. As of March 17, 2022, the Company is closed to new equity capital and is no longer offering shares except pursuant to the DRP.

As described above, we determine our NAV for presentation in our financial statements. In addition, we have adopted a model, as explained below, that adjusts the value of our assets and liabilities from GAAP-based fair value to a Monthly Share Value (“Monthly Share Value”) for the purpose of establishing a purchase and repurchase price for our shares.

We calculate our Monthly Share Value 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 on a daily basis and make adjustments to the offering price as necessary as soon as is practical thereafter to reflect any changes in market conditions that materially impact the value of our net assets. On the last business day of every month

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following the valuation date, GCM will meet to consider the appropriateness of the Monthly Share Value. As part of that consideration, it will consider the current market values of our liquid and illiquid investment portfolios.

Monthly Share Value 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 Monthly Share Value calculation methodologies are consistent with standard industry practices, there is no rule or regulation that requires we calculate Monthly Share Value in a certain way. Monthly Share Value should not be considered equivalent to members’ equity or any other GAAP measure.

~~Our Monthly Share Value per share does not represent the amount of our assets less our liabilities in accordance with GAAP. We do not represent, warrant or guarantee that:~~

•~~a shareholder would be able to realize the Monthly Share Value 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 Monthly Share Value 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 Monthly Share Value per share on a national securities exchange;~~

•~~a third-party would offer the Monthly Share Value per share for each class of shares in an arm’s-length transaction to purchase all or~~receive substantially all of ~~our shares; or~~the cash and tax allocations.

•~~the Monthly Share Value per share would equate~~Our liquidity plans are subject to a ~~market price~~number of ~~an open-ended renewable energy fund.~~

~~The following details~~risks and uncertainties, including those described under the ~~adjustments to reconcile members’ equity under GAAP to our Monthly Share Value:~~

•~~The accrued shareholder servicing fee represents the accrual for the full cost~~section titled Part II — Item 1A. Risk Factors in this Quarterly Report, some of the shareholder servicing fee for Class P-S and Class P-T shares. Under GAAP, 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 and Class P-T shares. For purposeswhich are outside of our ~~Monthly Share Value, we recognize the shareholder servicing fee as a reduction of Monthly Share Value on a monthly basis as such fee is paid.~~

•~~The Advisor will advance certain organizational and offering expenses on~~control. Macroeconomic conditions could hinder our behalf through December 31, 2022. Under GAAP, organization costs are expensed as incurred and offering costs are charged to equity as such amounts are incurred. For Monthly Share Value, such costs will be recognized as a reduction to Monthly Share Value as they are charged to equity ratably over 60 months.

~~Offering Prices of Our Shares~~

The Company's shares had been offered at the following prices, based on the then current net asset value determination through the period ending September 2020. Commencing as of October 1, 2020, the offering prices were determined monthly,

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~~as opposed to quarterly, and were based upon the Monthly Share Value. The offering prices since inception, 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
25-Apr-14 4-Nov-15 $ 10.00 $ 9.58 $ 9.19 N/A N/A N/A N/A N/A
5-Nov-15 4-Feb-16 $ 10.02 $ 9.60 $ 9.21 N/A N/A N/A N/A N/A
5-Feb-16 5-May-16 $ 10.05 $ 9.62 $ 9.23 N/A N/A N/A N/A N/A
6-May-16 3-Aug-16 $ 10.07 $ 9.64 $ 9.25 $ 9.59 $ 8.81 N/A N/A N/A
4-Aug-16 6-Nov-16 $ 10.23 $ 9.79 $ 9.39 $ 9.79 $ 8.95 N/A N/A N/A
7-Nov-16 7-Feb-17 $ 10.28 $ 9.58 $ 9.45 $ 9.78 $ 8.83 N/A N/A N/A
8-Feb-17 4-May-17 $ 10.22 $ 9.53 $ 9.39 $ 9.70 $ 8.76 N/A N/A N/A
5-May-17 17-May-17 $ 10.17 $ 9.48 $ 9.34 $ 9.70 $ 8.69 N/A N/A N/A
18-May-17 3-Aug-17 $ 9.74 $ 9.07 $ 8.94 $ 9.70 $ 8.69 N/A N/A N/A
4-Aug-17 2-Nov-17 $ 9.72 $ 9.08 $ 8.93 N/A $ 8.73 N/A N/A N/A
3-Nov-17 5-Feb-18 $ 9.74 $ 9.09 $ 8.94 N/A $ 8.75 N/A N/A N/A
6-Feb-18 6-May-18 $ 9.78 $ 9.09 $ 8.98 $ 9.65 * $ 8.81 N/A N/A N/A
7-May-18 2-Aug-18 $ 9.80 $ 9.12 $ 9.01 $ 9.68 $ 8.84 N/A N/A N/A
3-Aug-18 31-Oct-18 $ 9.83 $ 9.17 $ 9.03 $ 9.69 $ 8.90 N/A N/A N/A
1-Nov-18 6-Feb-19 $ 9.79 $ 9.15 $ 8.99 $ 9.68 $ 8.89 N/A N/A N/A
7-Feb-19 6-May-19 $ 9.63 $ 9.01 $ 8.84 $ 9.50 ** $ 8.76 N/A N/A N/A
7-May-19 1-Aug-19 N/A N/A N/A N/A $ 8.76 N/A N/A N/A
2-Aug-19 8-Nov-19 N/A N/A N/A N/A $ 8.77 N/A N/A N/A
9-Nov-19 19-Mar-20 N/A N/A N/A N/A $ 8.93 N/A N/A N/A
20-Mar-20 18-May-20 N/A N/A N/A N/A $ 8.90 N/A N/A N/A
19-May-20 20-Aug-20 N/A N/A N/A N/A $ 8.95 N/A N/A N/A
21-Aug-20 1-Nov-20 N/A N/A N/A N/A $ 9.02 N/A N/A N/A
2-Nov-20 31-Jan-21 N/A N/A N/A $ 9.42 ** $ 9.02 $ 9.57 $ 9.60 $ 9.30
1-Feb-21 26-Feb-21 N/A N/A N/A $ 9.38 $ 8.96 $ 9.00 $ 9.53 $ 9.24
1-Mar-21 31-Mar-21 N/A N/A N/A $ 9.44 $ 9.02 $ 9.00 $ 9.53 $ 9.24
1-Apr-21 30-Apr-21 N/A N/A N/A $ 9.47 $ 9.02 $ 9.01 $ 9.53 $ 9.24
3-May-21 31-May-21 N/A N/A N/A $ 9.39 $ 8.92 $ 8.99 $ 9.50 $ 9.20
1-Jun-21 30-Jun-21 N/A N/A N/A $ 9.39 $ 8.92 $ 8.99 $ 9.50 $ 9.20
1-Jul-21 1-Aug-21 N/A N/A N/A $ 9.39 $ 8.92 $ 8.99 $ 9.50 $ 9.20
2-Aug-21 31-Aug-21 N/A N/A N/A $ 9.44 $ 8.91 $ 8.97 $ 9.54 $ 9.19
1-Sep-21 30-Sep-21 N/A N/A N/A $ 9.44 $ 8.91 $ 8.97 $ 9.54 $ 9.19
1-Oct-21 31-Oct-21 N/A N/A N/A $ 9.44 $ 8.91 $ 8.97 $ 9.54 $ 9.19
1-Nov-21 30-Nov-21 N/A N/A N/A $ 9.33 $ 8.80 $ 8.85 $ 9.41 $ 9.09
1-Dec-21 31-Dec-21 N/A N/A N/A $ 9.33 $ 8.80 $ 8.85 $ 9.41 $ 9.09
3-Jan-22 31-Jan-22 N/A N/A N/A $ 9.33 $ 8.80 $ 8.85 $ 9.41 $ 9.09
1-Feb-22 28-Feb-22 N/A N/A N/A $ 9.32 $ 8.80 $ 8.86 $ 9.40 $ 9.07
1-Mar-22 16-Mar-22 N/A N/A N/A $ 9.32 $ 8.80 $ 8.86 $ 9.40 $ 9.07

* Effective April 16, 2018

** Ceased February 8, 2019 and recommenced as of November 2, 2020

~~Liquidity and Capital Resources~~business plans, which could, in turn, adversely affect our financing strategy.

As of March 31, ~~2022,~~2023 and December 31, ~~2021,~~2022, the Company had ~~$16,747,819~~$79.0 million and ~~$92,179,779,~~$143.2 million, respectively, in Cash and cash equivalents and $38.0 million and $47.5 million, respectively, in Restricted cash. Our current Cash, cash equivalents and Restricted cash balance is generally reflective of the cash necessary to fund normal operations. In ~~2022,~~2023, we anticipate continuing to (1) increase our draw on current financing facilities; and (2) enter into new financing arrangements. We use our cash and additional liquidity facilities to fund the acquisition, construction and operation of renewable energy and energy efficiency and sustainable development projects, make investments in renewable energy businesses, repay principal and interest on our

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~~borrowings, make distributions to our members and fund our operations.~~ Our primary sources of cash have generally consisted of:

•the net proceeds from ~~the offering;~~our public and private offerings;

•~~dividends, fees, and~~cash flows generated from our renewable energy projects, including interest earned ~~from our portfolio of investments, as a result of, among other things, cash flows from a project’s power sales;~~on secured loans;

•proceeds from sales of assets and capital repayments from investments;

•~~financing fees, retainers and structuring fees;~~

•tax equity capital contributions in partnerships where the Company is the managing member; and

•borrowing capacity under current ~~and future~~ financing sources.

~~Operating entities~~As of March 31, 2023 and December 31, 2022, the Company ~~which are accounted for as investments using fair value in the Company’s consolidated financial statements under ASC 820,~~ had ~~approximately $404,829,085~~$1.1 billion and ~~$338,902,052~~$987.1 million, respectively, in outstanding notes payable collateralized by certain assets and membership interests in limited liability companies included in the Eagle Valley Biomass, Greenbacker Wind HoldCo, GEH, Greenbacker Wind Holdings II, Other Commercial Solar, Trillium and Other Portfolios as of March 31, 2022 and December 31, 2021, respectively.payable.

Since the Company maintains operating control over all entities with project-level debt outstanding, we have included the total amount of the debt outstanding in the below table, summarizing notes payable associated with the Company’s operating subsidiaries as well as GREC and the LLC.

On January 5, 2018, the Company, through GREC HoldCo, entered into a Credit Agreement by and among the Company, the Company’s wholly owned subsidiary, GREC, the lenders party thereto and Fifth Third Bank, as administrative agent, as sole lead arranger, sole lead bookrunner, and as swap counterparty. The credit facility (the “Credit Facility”) consisted of a loan of up to the lesser of $60,000,000 or a borrowing base amount based on various solar projects that act as collateral for the Credit Facility, of which approximately $25.7 million was drawn down at closing. The Credit Facility allowed for additional drawdowns through December 31, 2018 and converted to a term loan with a maturity on January 5, 2024.


	Outstanding as of March 31, 2023		Outstanding as of December 31, 2022		Interest rate	Maturity date
GREC Entity HoldCo	$	72,909,987	$	74,196,983	1 mo. LIBOR + 1.75%	June 20, 2025
Midway III Manager LLC	14,548,521		14,609,867		3 mo. SOFR + 1.63%(1)	October 31, 2025
Trillium Manager LLC	72,084,031		72,736,786		3 mo. LIBOR + 1.88%	June 9, 2027
GB Wind Holdco LLC	118,289,873		122,684,036		3 mo. LIBOR + 1.38%	November 22, 2027
Greenbacker Wind Holdings II LLC	71,597,700		72,476,839		3 mo. SOFR + 1.88%(1)	December 31, 2026
Conic Manager LLC	24,317,432		24,356,358		3 mo. LIBOR + 1.75%	April 1, 2028
Turquoise Manager LLC	31,675,903		31,687,423		3 mo. SOFR+ 1.25%(1)	December 23, 2027
Eagle Valley Clean Energy LLC	35,173,857		35,112,342		1.91%	January 2, 2057
Eagle Valley Clean Energy LLC (Premium financing agreement)	744,784		1,063,438		6.99%	November 30, 2023
Greenbacker Equipment Acquisition Company LLC	6,500,000		6,500,000		Prime + 1.00%	June 30, 2023(2)
ECA Finco I, LLC	19,659,643		19,756,803		3 mo. SOFR + 2.25%(1)	February 25, 2028
GB Solar TE 2020 Manager LLC	19,182,430		19,182,430		3 mo. LIBOR + 1.88%	October 30, 2026
Sego Lily Solar Manager LLC	136,908,725		137,445,285		1 mo. SOFR + 1.38%	August 17, 2028
Celadon Manager LLC	67,996,749		61,925,120		1 mo. SOFR + 1.50%	February 18, 2029
GRP II Borealis Solar LLC	41,787,517		41,787,517		3 mo. LIBOR + 2.50%	June 30, 2027
Ponderosa Manager LLC	159,792,771		147,080,167		1 mo. SOFR + 1.10%	Various
PRC Nemasket LLC	43,867,181		44,487,662		Daily SOFR + 1.25%	November 1, 2029
GREC Holdings 1 LLC	108,289,449		60,000,000		1 mo. SOFR + 1.75%	November 29, 2027
Dogwood GB Manager LLC	15,221,768		—		1 mo. SOFR +1.63%	March 29, 2030
Total debt	$	1,060,548,321	$	987,089,056
Less: Current portion of long-term debt	(106,897,064)		(95,869,554)
Less: Discount on long-term debt	(28,254,407)		(28,628,520)
Less: Deferred financing fees	(13,403,798)		(11,830,541)
Total long-term debt, net	$	911,993,052	$	850,760,441

6985

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corresponding fixed payment. The fixed swap rate is 2.65%. The third swap, with a trade date of February 7, 2018, an effective date of December 31, 2018 and an initial notional amount of $4,180,063, was used(1)Due to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.97%. The fourth swap, with a trade date of January 2, 2019, an effective date of September 30, 2019 and an initial notional amount of $38,203,507, was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.69%. The fifth swap, with a trade date of February 19, 2021, an effective date of February 26, 2021 and an initial notional amount of $7,068,965, was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 1.64%.

~~On December 6, 2019,~~ the Company ~~entered into a $15,000,000 revolving letter of credit facility (“LC Facility”) agreement~~adopting the Reference Rate Reform accounting standard, these agreements were amended during the three months ended March 31, 2023, to replace amendments were made these contracts that reference to LIBOR and replaced the reference with ~~Fifth Third Bank. On January 30, 2020, the LC Facility~~SOFR.

(2)The maturity date was amended to ~~include an equipment~~June 30, 2023 pursuant to the second amendment to the loan agreement.

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 ~~$5.6 million was drawn down under~~borrowings we may employ either at the ~~equipment facility loan. On March 18, 2020,~~corporate level or the project level. Our current policy is to generally target a ~~repayment~~leverage ratio of ~~$1.9 million was made, reducing~~up to $2 of debt for every $1 of equity on our overall portfolio, with individual allocations of leverage based on the ~~outstanding balance~~mix of the equipment facility loan. On June 9, 2020, a repayment of the remaining outstanding balance occurred. In October 2020, the LC Facility agreement was amended to increase the aggregate principal amount to $22,500,000. On April 1, 2021, the LC Facility agreement was amended to maintain cash collateral in an amount equal to 100% of the outstanding obligationasset types and the letter of credit fee was reduced from 2.25% to 0.75%. On June 3, 2021, the LC Facility agreement was amended to extend the maturity date to September 4, 2021. On September 3, 2021, the LC Facility agreement was amended to extend the maturity date to September 4, 2022. On September 28, 2021, the LC Facility agreement was amended to increase the aggregate principal amount to $32,500,000. On February 2, 2022, the LC Facility agreement was amended to increase the aggregate principal amount to $40,000,000.obligors.

The weighted average interest rate including associated swap agreements and deferred financing costs on ~~all notes payable~~total debt outstanding ~~at the Company’s operating entities~~ was ~~4.40%~~3.51% as of March 31, ~~2022.~~2023.

The following table ~~summarizes the notes payable balances of the Company and its investment entities as of March 31, 2022, in addition to committed but undrawn funds on notes payable:~~sets forth certain information about our debt outstanding:

Interest Rates
Range Weighted
Average Maturity Dates March 31, 2022
Fixed rate notes payable 1.905% - 9.088% 1.91 % 4/3/2023 - 9/29/2049 $ 35,495,954
Floating rate notes payable 1.745% - 8.309% 4.61 % 6/30/2022 - 1/27/2042 450,217,773
$ 485,713,727

The principal payments due on the notes payable for the Company and its investment entities for each of the next five years ending December 31, and thereafter, including amounts expected to be drawn down on existing commitments, are as follows:


Year ending December 31		Principal Payments
2022		28,710,822
Period ending December 31				Period ending December 31	Principal Payments
2023	2023	28,107,846		2023	$	104,138,101
2024	2024	27,922,761		2024	37,923,232
2025	2025	92,925,017		2025	103,960,886
2026	2026	81,105,209		2026	109,187,977
2027				2027	332,375,457
Thereafter	Thereafter	226,942,072		Thereafter	372,962,668
		$	485,713,727		$	1,060,548,321

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

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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.

~~Tax equity investors are passive investors, usually large tax-paying financial entities such as banks, insurance companies~~

Changes in Cash Flows - Non-Investment Basis

The following table shows cash flows from operating activities, investing activities and ~~utility affiliates that use these~~financing activities for the stated period for the Company:


	For the three months ended March 31, 2023
Net cash provided by (used in) operating activities	$	5,360,034
Net cash provided by (used in) investing activities	(93,769,854)
Net cash provided by (used in) financing activities	14,804,135
Increase (decrease) in cash, cash equivalents and restricted cash	(73,605,685)

Operating Activities

Net cash provided by operating activities was $5.4 million for the three months ended March 31, 2023. The net loss for the three months ended March 31, 2023, excluding the impact of non-cash items, resulted in a source of cash outflow of $1.2 million which is attributable to operating losses from the Company’s IPP and IM segment and cash expenses for the Company’s corporate functions. The Company’s operating activities included an increase in net working capital of $6.6 million, primarily driven by the dedesignation of an interest rate swap offset by increased accounts payable and accrued expenses.

Investing Activities

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Net cash used in investing activities was $93.8 million for the three months ended March 31, 2023. Cash outflows were driven by $99.5 million of purchases of property, plant and equipment and relate primarily to payments made on ongoing construction projects within our solar and wind fleet, for remaining purchase price liabilities on existing projects and new acquisitions within the IPP segment. An additional cash outflow of $2.3 million was driven by the purchase of new investments related to ~~reduce future tax liabilities. Depending on~~Aurora Solar. This was offset by $8.5 million received in principal repayments from OYA.

Financing Activities

Net cash provided by financing activities was $14.8 million for the ~~arrangement, until~~three months ended March 31, 2023. The Company's financing activities were driven by proceeds from borrowings of $92.4 million related to the GREC Holdings 1 LLC, Dogwood GB Manager LLC, Ponderosa Manager LLC and Celadon Manager LLC debt facilities. In addition, contributions from tax equity investors ~~achieve their agreed-upon rate~~totaled $10.0 million primarily driven by contributions to Dogwood Holdco, LLC. This was offset by distributions to shareholders of $29.2 million, and payments on borrowings of $18.9 million, primarily related to the GREC Holdings 1 LLC, GB Wind Holdco LLC and GREC Entity Holdco debt. Results were further offset by $32.2 million for repurchases of shares pursuant to the SRP and distributions of $3.8 million to tax equity investors.

Changes in Cash Flows - Investment Basis

The following table shows cash flows from operating activities, investing activities and financing activities for the three months ended March 31, 2022 for the LLC:


	For the three months ended March 31, 2022
Net cash (used in) operating activities	$	(146,168,719)
Net cash provided by financing activities	77,020,844
(Decrease) increase in cash, cash equivalents and restricted cash	(69,147,875)

Operating Activities

Net cash used in operating activities was $146.2 million for the three months ended March 31, 2022. Cash flows used in operating activities before net working capital changes was $139.7 million, which largely consisted of gross funding of new or existing investments, offset by return ~~they are entitled to a portion~~ of ~~the applicable project’s operating~~capital and sales of money market funds. The cash ~~flow,~~used in gross funding of new or existing investments of $183.9 million was driven primarily by commercial solar assets, as well as ~~substantially all~~the procurement of the project’s ITCs, 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.

~~As a result, a tax equity financing may reduce the cash distributions from the applicable project,~~equipment, and the period during which the tax equity investors receive most of their cash distributions may last longer than expected if the portfolio company’s energy projects perform below our expectations. While the termsacquisition of a ~~tax equity~~55.4 MW operating wind project located in New York.

Financing Activities

Net cash provided by financing ~~may cause some cash to be diverted away~~activities was $77.0 million for the three months ended March 31, 2022. The LLC’s financing activities were primarily driven by proceeds from ~~the Company to the tax equity investor~~issuance of common shares, net for ~~certain periods specified in the financing arrangement (often five to 10 years, measured from commencement~~$104.9 million, which consisted of ~~the tax equity financing), we expect to couple investments where cash is so restrained with other cash-flowing investments so as to provide cash~~new capital raised. This was offset by $18.1 million of payments for distributions to ~~investors.~~shareholders and $7.5 million of repurchases of shares pursuant to the SRP.

Hedging Activities

~~Regarding~~The Company manages interest rate risk, primarily through the ~~Credit Facility,~~use of derivative financial instruments.

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 values 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.

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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. 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 subsequently, reclassified to earnings when the hedged transaction affects earnings. The ~~first swap, with~~Company assesses the effectiveness of each hedging relationship by utilizing a ~~trade date of June 15, 2017, an effective date of June 30, 2018 and an initial notional amount of $20,900,650, was used~~third-party statistical regression analysis. Amounts reported in accumulated other comprehensive income related to ~~swap the floating-rate~~designated derivatives will be reclassified to interest expense as interest payments on an additional principal amount of the Credit Facility, for a corresponding fixed payment. The fixed swap rate is 2.26%. The second swap, with a trade date of January 11, 2018, an effective date of December 31, 2018 and an initial notional amount of $29,624,945, was used to swap the floating-rate interest paymentsare made on the ~~remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap~~Company’s variable rate ~~is 2.65%. The third swap, with a trade date of February 7, 2018, an effective date of December 31, 2018 and an initial notional amount of $4,180,063, was used~~liabilities.

Refer to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.97%. The fourth swap, with a trade date of January 2, 2019, an effective date of September 30, 2019 and an initial notional amount of $38,203,507, was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.69%. The fifth swap, with a trade date of February 19, 2021, an effective date of February 26, 2021 and an initial notional amount of $7,068,965, was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 1.64%.

During December 2021, the Company entered into an agreement with Canadian Imperial Bank of Commerce for the purpose of hedging our investment in a pre-operating solar facility that the Company has contracted to acquire. The derivative instrument has a trade date of December 15, 2021, an effective date of March 31, 2024 and an initial notional amount of $284,692,696. The fixed rate is 1.60%. Per the terms of the agreement, the swap is contingent on the transaction closing. While the transaction has not yet closed, in order to lockNote 12. Derivative Instruments in the ~~terms, the Company made a payment for the amount of $5,000,000~~Notes to ~~be maintained as cash collateral. As of March 31, 2022, and December 31, 2021 this cash collateral is recorded in Other assets in~~ the Consolidated Financial Statements ~~of Assets and Liabilities.~~

~~The~~(Non-Investment Basis) for further information with respect to the Company's investment in the Canadian Northern Lights asset included in Other Commercial Solar Portfolios, is located in and around Toronto, Ontario, Canada. As a result, we have foreign currency risk related to our revenue and operating expenses, which are denominated in Canadian Dollars as opposed to U.S. Dollars. While we are currently of the opinion that the currency fluctuation between the Canadian and U.S. Dollar will not have a material impact on our operating results, we may in the future hedge this risk through the use of currency swap transactions or other financial instruments if the impact on our results of operations becomes material.derivative instruments.

Contractual Obligations

~~While the~~The Company ~~does not include~~has a variety of contractual obligations ~~table herein, as all obligations of the Company are~~and commitments, both short term weand 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.

Advisory and Administration Agreements

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~~Advisory Agreement~~

Prior to the Acquisition, GCM ~~a private firm that is registered as an investment adviser under the Advisers Act, serves as our Advisor. Under the direction of our Board of Directors, GCM manages~~managed our day-to-day operations and ~~provides~~provided advisory and management services to us. The advisory agreement was previously approved by our Board of Directors and became effective on April 25, 2014. Unless earlier terminated, the advisory agreement will remain in effect for successive one-year periods if approved annually by a majority of our independent directors. The advisory agreement was amended and restated and approved by the Board of Directors in May 2021 with an effective date of July 1, 2021 through April 30, 2022. The advisory agreement was re-approved by the Board of Directors effective May 1, 2022 though April 30, 2023.

~~Pursuant~~us pursuant to the ~~advisory agreement,~~Advisory Agreement. The Advisory Agreement was terminated in connection with the Acquisition and GCM is authorized to retain one or more sub-advisors with expertise in our target assets to assist GCM in fulfilling its responsibilities under the advisory agreement. However, GCM will be required to monitor any sub-advisor to ensure that material information discussed by management of any sub-advisor is communicated to our Board of Directors, as appropriate. If GCM retains any sub-advisor, our Advisor will pay such sub-advisornow a ~~portion~~wholly-owned subsidiary of the ~~fees that it receives from us. We will not pay any additional fees~~Company.

Prior to ~~a sub-advisor. While~~the Acquisition, Greenbacker Administration served as our ~~Advisor will oversee~~Administrator pursuant to the performance of any sub-advisor, our Advisor will remain primarily liable to us to perform all of its duties under the advisory agreement, including those delegated to any sub-advisor. As of March 31, 2022, no sub-advisors have been retained by GCM to assist itAdministration Agreement. The Administration Agreement was terminated in ~~performing its responsibilities under the advisory agreement.~~

We pay GCM a base management fee for advisory and management services. Through June 30, 2021, the base management fee was calculated at a monthly rate of 0.167% (2.00% annually) of our gross assets up to $800,000,000 (including amounts borrowed). The base management fee monthly rate is 0.14583% (1.75% annually) for gross assets from $800,000,001 to $1,500,000,000 and 0.125% (1.50% annually) for gross assets greater than $1,500,000,000. The Special Unitholder, an entity affiliated with our Advisor, will hold the special unit in our Company, entitling it to a performance participation fee, as well as a liquidation performance participation fee, payable upon a listing or a liquidation.

~~On July 1, 2021, the Company entered into the Fourth Amended and Restated Advisory Agreement~~connection with the Advisor. Effective July 1, 2021, the base management fee payable to GCM is calculated at a monthly rate of 0.167% (2.00% annually) of the net assets until the net asset value exceeds $800,000,000. The base management fee monthly rate will decrease to 0.14583% (1.75% annually) for net assets between $800,000,001 to $1,500,000,000 and to 0.125% (1.50% annually) for net assets greater than $1,500,000,000.

~~Administration Agreement~~

Acquisition. Greenbacker Administration ~~serves as our Administrator. Since commencement of operations, Greenbacker Administration delegated certain of its accounting-related administrative functions~~continues to U.S. Bancorp Fund Services, LLC (doing business as “U.S. Bank Global Fund Services”). Greenbacker Administration may enter into similar arrangements with other third-party administrators, including with respect to fund accounting and administrative services. Greenbacker Administration performsperform certain asset management, construction management, compliance and oversight services, as well as asset accounting and administrative services, for many of the Company’s ~~investments. The fee for these services is billed at cost~~assets.

Refer to Note 4. Related Party Agreements and Transaction Agreements in the Notes to the ~~Company’s individual investments. During the three months ended March 31, 2022, the Company incurred $3,709,862 of fees~~Consolidated Financial Statements (Investment Basis) for these services. During the three months ended March 31, 2021, the Company incurred $2,244,196 of fees for these services. Such fees are recorded as a reduction to Dividend income in the Consolidated Statements of Operations.further details.

Pledge of Collateral and Unsecured Guarantee of Loans to Subsidiaries

Borrowings under the GREC EH Credit Facilities are secured by the assets, cash, agreements and equity interests in GREC HoldCo and its subsidiaries. The LLC and GREC are guarantors of GREC HoldCo’s obligations under the GREC EH Credit Facilities. Pursuant to various project loan agreements between the ~~operating entities of the Company~~Company's subsidiaries and various lenders, the ~~operating entities have~~Company has pledged ~~all~~solar and wind operating assets as well as the membership interests in various ~~operating~~ subsidiaries as collateral for the term loans with maturity dates ranging from June ~~2022~~2023 through ~~September 2049. The amount of the unsecured guaranty on the outstanding principal of the GREC EH Credit Facility is approximately $80.9 million as of March 31, 2022.~~January 2057.

Investment in To-Be-Constructed Assets

Pursuant to various engineering, procurement and construction contracts and membership interest purchase agreements to which ~~47 entities~~certain of the ~~Company~~Company's subsidiaries are individually a party, the ~~entities,~~subsidiaries, and indirectly the Company, have committed an outstanding balance of approximately ~~$515.2 million~~$1.1 billion to complete construction of the ~~facilities.~~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 in ~~2022~~2023 into ~~2024. In addition, pursuant to various membership interest purchase agreements to~~

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which the Company's operating entities are individually a party, the operating entities, and indirectly the Company, have committed an outstanding balance of approximately $976.9 million to complete the closing pursuant to all conditions being met under the membership interest purchase agreements as of March 31, 2022.2025. The Company plans to use debt and tax equity financing as well as cash on hand to fund such commitments.

Renewable Energy ~~Credit~~Credits

For certain solar and wind power systems, ~~in the GEH, Other Commercial Solar, Greenbacker Wind Holdings II, Greenbacker Wind - HoldCo and Trillium Portfolios (the “Portfolios”),~~ the Company has received incentives in the form of RECs. In certain cases, the ~~Portfolios~~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. If RECs earned by the ~~Portfolios~~entities are not sold on a forward basis, they are sold in the spot market, with revenue recorded in the accounts of the underlying investment when received.

Recording of a sale of RECs under U.S. GAAP is accounted for under ~~Accounting Standards Codification~~ASC Topic 606, Revenue ~~Recognition.~~from Contracts with Customers. There are no differences in the process and related revenue recognition between REC sales to utilities and non-utility customers. Revenue is recorded ~~in our wholly owned, single-member LLCs~~ 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 ~~by our wholly owned, single-member LLC related to RECs~~ is that the revenue recognition criteria are met when the energy is produced, and a REC is created and transferred to a third party.

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If any of our REC counterparties fail to satisfy their contractual obligations, our ~~costs~~revenues may ~~increase~~decrease under replacement agreements ~~that~~and we may ~~be required. We would also likely~~ incur expenses in locating ~~alternative parties to provide the services we expect to receive under our advisory agreement.~~and executing such replacement agreements. For the majority of the forward REC contracts currently effective as of March 31, ~~2022,~~2023, 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 March 31, ~~2022.~~2023.

Pledge of Parent Company Guarantees

Pursuant to various ~~contracts in~~tax equity structures which are governed by various agreements to which certain of the Company's subsidiaries are individually a party, the Company has provided ~~a parent company guarantee, excluding those discussed above, the operating entities, and indirectly the Company, has committed $114.4 million in~~ unsecured guarantees to support the commitments and obligations of these underlying tax equity agreements in ~~the event~~an amount of ~~a default at the underlying entity~~$463.2 million as of March 31, ~~2022.~~

~~We currently have no off-balance-sheet arrangements, including~~2023. As of March 31, 2023, the Company is not aware of any ~~risk management of commodity pricing or other hedging practices.~~events that could trigger the Company’s obligations under these guarantees.

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. We will calculate each ~~member’s~~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.

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Cash distributions ~~paid during~~for the ~~periods presented~~three months endedMarch 31, 2023 were funded from ~~the following sources noted below:~~

~~Inflation~~Off-Balance Sheet Arrangements

~~We do~~In the ordinary course of business, the Company engages in financial transactions that are not ~~anticipate that inflation will have a significant effect~~presented on our ~~results of operations. However, in the event of a significant increase in inflation, interest rates and other costs to operate our business could rise, and our projects and investments~~Consolidated Balance Sheets or may be ~~materially adversely affected.~~

~~Seasonality~~

~~Certain types~~recorded on our Consolidated Balance Sheets in amounts that are different from the full contract or notional amount 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~~transaction. The Company’s off-balance sheet arrangements consist primarily ~~due~~of unfunded commitments and guarantees to the ~~brighter sunshine, longer days~~Tax Equity Investors, which may affect our liquidity 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 investment in these target assets. Therefore, the impact that seasonality may have on our business, including the cash flows from our investments in our target assets, will depend on the diversity of our investments in renewable energy, energy efficiency and other sustainability-related projects in our overall portfolio at such time as we have fully invested the proceeds from this offering. However, in the early stages of our operations, or to the extent our initial investments are concentrated in either solar or wind power, we expect our business to be seasonalfunding requirements based on the ~~type~~likelihood that borrowers will advance funds under the loan commitments or we will be required to perform under the guarantee obligations. Refer to Note 5. Variable Interest Entities in the Notes to the Consolidated Financial Statements (Non-Investment Basis) for further details.

Critical Accounting Policies and Use of ~~investment, as discussed above.~~Estimates

There have been no material changes from the critical accounting policies and use of estimates disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Recently Issued Accounting Pronouncements

Refer to Note 2. Significant Accounting Policies in the Notes to the Consolidated Financial Statements (Non-Investment Basis) for a discussion of recent accounting pronouncements and recently issued accounting pronouncements not yet adopted under the Non-Investment Basis.

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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 ~~along with our Advisor,~~ 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 ~~the Advisor~~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, ~~and~~changes in market interest ~~rates.~~rates and changes in government incentives. We will seek to manage these risks while, at the same time, seeking to provide an opportunity for ~~members~~shareholders to realize attractive returns through ownership of our shares.

Commodity Price Risk

~~Investments in~~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 ~~investments~~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. ~~GCM~~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 ~~expect our projects~~ 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 ~~proposed~~ 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 ~~debt investments~~secured

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loans to increase. As discussed above, we attempt use of interest rate derivatives to add stability to interest expense and to manage its 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.

Changes in Government Incentives

Retrospective changes in the levels of government incentives may have a negative impact on our current ~~investments.~~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 ~~investments~~acquisitions in various renewable energy projects, which could make it difficult for ~~GCM~~the Company to find suitable ~~investments~~acquisitions in the sector.

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Item 4. Controls and Procedures

Disclosure Controls

In accordance with Rules 13a-15(b) and 15d-15(b) of the ~~Securities~~ Exchange Act, ~~of 1934, as amended (the “Exchange Act”),~~ we, under the supervision and with the participation of our Chief Executive Officer and Chief ~~Financial~~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, ~~on Form 10-Q,~~ 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 ~~period~~quarter ended March 31, ~~2022~~2023 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.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed under the heading ~~“Risk Factors”~~Part I — Item 1A. Risk Factors in the ~~LLC’s annual report~~Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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

Unregistered Sales of Equity Securities

During the three months ended March 31, ~~2022,~~2023, the Company ~~sold nil~~issued 8,270 Class P-A shares ~~11,168,668~~for net proceeds of $0.1 million, 297,870 Class P-I shares ~~nil~~for net proceeds of $2.6 million, 320 Class P-D shares for net proceeds of $2.8 thousand, 167,310 Class P-S shares for net proceeds of $1.5 million and 1,470 Class P-T shares ~~nil~~for net proceeds of $13.0 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

Effective September 1, 2020, the Company, through approval by its Board of Directors, adopted an amended SRP, pursuant to which the Company will conduct quarterly share repurchases to allow members to sell all or a portion of their shares (of any class) back to the Company.

For the three months ended March 31, 2023, the Company repurchased 167,700 Class ~~P-D~~A shares, 40,960 Class C shares, 41,780 Class I shares, 951,730 Class P-I shares, and ~~713,196~~635,190 Class P-S shares ~~under~~at a ~~private placement memorandum. During~~total purchase price of $1.4 million, $0.3 million, $0.3 million, $8.4 million, and $5.6 million, respectively, pursuant to the ~~year~~Company’s SRP.

The table below provides information concerning the Company’s repurchase of shares during the three months ended ~~December~~March 31, 2023 pursuant to the Company’s SRP.


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
January 1 to March 31, 2023	1,837,360	$	8.76	1,837,360	9,790,245



Total	1,837,360	$	8.76	1,837,360	9,790,245

Commencing with the quarter ended September 30, 2021, we limit repurchases (i) during any 12-month period, to 20% of our weighted average number of outstanding shares; and (ii) during any fiscal quarter, to 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters. For the fiscal quarters prior to the quarter ended September 30, 2021, the ~~Company sold 711,897 Class P-A~~share repurchase limits were lower, ranging from 1.25% of the weighted average number of shares ~~56,416,202 Class P-I~~outstanding in the prior four fiscal quarters to 3.75% of the weighted average number of shares ~~197,405 Class P-D shares, 237,124 Class P-T shares and 46,075,796 Class P-S shares under a private placement memorandum.~~outstanding in the prior four fiscal quarters.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other ~~information~~Information

Not applicable.

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Item 6. Exhibits


Exhibit Number						Description of Document

3.1*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)

3.2*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~~)000-55610) filed on November 17, 2020)

10.1*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)



10.1						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. ~~000-55610~~)333-178786-01) filed on July 1, 2021)

10.2*10.2						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)

10.3						Form of Administration Agreement by and among Registrant, Greenbacker Renewable Energy Corporation and Greenbacker Administration, LLC (Incorporated by reference from Exhibit 10 .2 3.1 of the Registrant’s Form 10-Q (File No. ~~000-55610~~)333-178786-01) filed on November 17, 2020)

10.3*10.4						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)

10.5						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)

10.4*10.6						Credit Agreement among GREC Entity ~~Holdco~~HoldCo LLC, as Borrower, Greenbacker Renewable Energy Corporation, as Intermediate Holdco, Greenbacker Renewable Energy Company LL C ,LLC, as Parent, and the lenders named therein, ~~and Fifth Third Bank~~, ~~as Administrative Agent,~~ 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)

10.5*10.7						Credit Agreement among GREC Entity ~~Holdco~~HoldCo LLC, as Borrower, Greenbacker Renewable Energy Corporation, as Intermediate Holdco, Greenbacker Renewable Energy Company LLC, as Parent, and the lenders named therein, ~~and Fifth Third Bank, as Administrative Agent,~~ 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)

10.6*10.8						Credit Agreement among GREC Entity ~~Holdco~~HoldCo LLC, as Borrower, Greenbacker Renewable Energy Corporation, as Intermediate Holdco, Greenbacker Renewable Energy Company LLC, as Parent, and the lenders named therein, ~~and Fifth Third Bank, as Administrative Agent,~~ 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)

24.1*						~~Power of Attorney (included on the signature page hereto)~~

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

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

32.1**						Certification of ~~Chief Executive Officer~~principal executive officer pursuant to ~~section~~Section 906 of the ~~Sarbanes-~~Sarbanes-Oxley Act of 2002

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Exhibit Number						Description of Document
32.2**						~~Oxley~~Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**						~~Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002~~

~~101~~101*						The following materials from Greenbacker Renewable Energy Company LLC’s Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2022,~~2023, filed on May ~~16, 2022~~12, 2023, formatted in XBRL (eXtensible Business Reporting Language): Non-Investment Basis: (i) Consolidated ~~Statements of Assets and Liabilities;~~Balance Sheets; (ii) Consolidated ~~Statements~~Statement of Operations; (iii) Consolidated ~~Statements~~Statement of ~~Changes in Net Assets;~~Comprehensive Income (Loss); (iv) Consolidated ~~Statements~~Statement of Redeemable Noncontrolling Interests and Equity; (v) Consolidated Statement of Cash Flows; ~~(v) Consolidated Schedules of Investments;~~ and (vi) Notes to the Consolidated Financial ~~Statements.~~Statements Investment Basis: (i) Consolidated Statement of Operations; (ii) Consolidated Statement of Changes in Net Assets; (iii) Consolidated Statement of Cash Flows; and (iv) Notes to the Consolidated Financial Statements
104						Cover page interactive data file, formatted in Inline XBRL and contained in Exhibit 101

*Filed ~~previously.~~herewith.

** ~~Filed~~Furnished herewith.

~~Item 1. Legal Proceedings~~

None of us, GCM, or the Administrator, is currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us, or against GCM or the Administrator.

7894

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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: May ~~16, 2022~~12, 2023	By	/s/ Charles Wheeler
		Charles Wheeler Chairman, Chief Executive Officer and Director ~~(Principal Executive Officer)~~ ~~Greenbacker Renewable Energy Company LLC~~principal executive officer

Date: May ~~16, 2022~~12, 2023	By	/s/ ~~Richard C. Butt~~Michael Landenberger
		~~Richard C. Butt~~Michael Landenberger Chief ~~Financial Officer and~~ ~~Principal~~ Accounting Officer ~~(Principal Financial~~principal financial and ~~Accounting Officer)~~ ~~Greenbacker Renewable Energy Company LLC~~principal accounting officer

7995


	March 31, 2022		December 31, 2021
	(unaudited)
ASSETS
Investments in controlled/affiliated portfolios, at fair value (cost of $1,323,422,287 and $1,191,393,635, respectively)	$	1,477,703,701	$	1,335,063,419
Investments in non-controlled/non-affiliated portfolios, at fair value (cost of $40,786,951 and $33,286,139, respectively)	40,786,951		33,286,139
Investments in money market funds, at fair value (cost of $67,444,619 and $67,392,443, respectively)	67,444,619		67,392,443
Cash and cash equivalents	16,747,819		92,179,779
Restricted cash	35,967,698		29,683,613
Swap contracts, at fair value	9,713,065		—
Shareholder contribution receivable	1,982,209		2,052,750
Dividend receivable	15,670,582		10,481,202
Investment sales receivable	—		69,994
Return of capital receivable	4,038,614		654,622
Other assets**	11,552,284		11,695,159
Total assets	$	1,681,607,542	$	1,582,559,120

LIABILITIES
Swap contracts, at fair value	$	872,397	$	7,501,983
Deferred tax liabilities, net of allowance	32,465,176		26,707,096
Payable for investments purchased	873,970		420,594
Term note payable, net of financing costs	78,359,094		79,413,622
Management fee payable	2,406,254		2,271,687
Performance participation fee payable	384,065		3,359,269
Accounts payable and accrued expenses	7,224,772		2,915,210
Due to Advisor	347,104		607,610
Shareholder distributions payable	8,472,221		7,930,813
Payable for repurchases of common stock	6,269,499		7,493,978
Deferred sales commission payable	4,319,552		4,626,626
Total liabilities	$	141,994,104	$	143,248,488

Commitments and contingencies (Note 9. Commitments and Contingencies)	0		0

MEMBERS’ EQUITY (NET ASSETS)
Preferred stock, par value, $.001 per share, 50,000,000 authorized; none issued and outstanding	$	—	$	—
Common stock, par value, $.001 per share, 350,000,000 authorized; 177,189,669 and 165,387,519 shares issued and outstanding, respectively	177,190		165,388
Paid-in capital in excess of par value	1,571,628,036		1,468,107,899
Accumulated (losses)*	(32,191,788)		(28,962,655)
Total members’ equity	1,539,613,438		1,439,310,632
Total liabilities and equity	$	1,681,607,542	$	1,582,559,120

Net assets, Class A (shares outstanding of 16,592,648 and 16,580,558, respectively)	$	137,649,990	$	137,994,947
Net assets, Class C (shares outstanding of 2,758,982 and 2,741,963, respectively)	22,403,376		22,290,310
Net assets, Class I (shares outstanding of 6,425,950 and 6,449,493, respectively)	53,290,330		53,665,823
Net assets, Class P-A (shares outstanding of 791,521 and 783,593 respectively)	6,772,151		6,721,670
Net assets, Class P-D (shares outstanding of 198,847 and 198,548, respectively)	1,745,128		1,747,603
Net assets, Class P-I (shares outstanding of 103,192,600 and 92,069,013, respectively)	906,370,831		810,046,418
Net assets, Class P-S (shares outstanding of 46,988,141 and 46,324,757, respectively)	409,331,577		404,803,246
Net assets, Class P-T (shares outstanding of 240,980 and 239,594, respectively)	2,050,055		2,040,615
Total members’ equity	$	1,539,613,438	$	1,439,310,632


Investments in controlled/affiliated Portfolios	Interest	Maturity	Shares or Principal Amount	Cost		Fair Value		Percentage of Net Assets (a)
Limited Liability Company Member Interests in the United States- Not readily marketable

Battery Storage
Pacifica Portfolio (e)			100% Ownership	$	11,603,047	$	10,709,612	0.7	%
Other Battery Storage Portfolios (e)			100% Ownership	4,855,679		4,855,679		0.3	%
Total Battery Storage - 1.0%				$	16,458,726	$	15,565,291	1.0	%

Biomass
Eagle Valley Biomass Portfolio			100% Ownership	$	24,479,299	$	12,690,189	0.8	%
Total Biomass - 0.8%				$	24,479,299	$	12,690,189	0.8	%

Commercial Solar
Celadon Portfolio (e)			100% Ownership or Managing Member, Equity Owner	$	187,909,496	$	212,221,346	13.8	%
GEH Portfolio (e)			100% Ownership or Managing Member, Equity Owner	151,057,169		155,312,690		10.1	%
Ponderosa Portfolio (e)			100% Ownership	72,929,785		92,647,595		6.0	%
Sego Lily - Solar Portfolio (e)			100% Ownership or Managing Member, Equity Owner	110,636,061		132,246,034		8.6	%
Trillium Portfolio			Managing Member, Equity Owner	75,943,161		104,947,032		6.8	%
Other Commercial Solar Portfolios (d)(e)			100% Ownership or Managing Member, Equity Owner	313,677,497		358,335,735		23.3	%
Total Commercial Solar - 68.6%				$	912,153,169	$	1,055,710,432	68.6	%

Wind
Sego Lily - Wind Portfolio			Managing Member, Equity Owner	$	117,376,719	$	144,554,048	9.4	%
Greenbacker Wind Holdings II Portfolio			100% Ownership or Managing Member, Equity Owner	63,171,752		59,490,435		3.9	%
Greenbacker Wind - HoldCo Portfolio			100% Ownership	87,619,177		83,711,600		5.4	%
Other Wind Investments Portfolios			100% Ownership	56,747,122		59,299,109		3.9	%


Counterparty	Pay / Receive Floating Rate	Floating Rate Index	Fixed Pay Rate		Payment Frequency	Maturity Date	Notional Amount		Value
Fifth Third Financial Risk Solutions	Receive	1-MO-USD-LIBOR	2.261	%	Monthly	2/29/2032	$	15,035,939	$	21,666
Fifth Third Financial Risk Solutions	Receive	1-MO-USD-LIBOR	2.648	%	Monthly	12/31/2038	25,582,317		(451,095)
Fifth Third Financial Risk Solutions	Receive	1-MO-USD-LIBOR	2.965	%	Monthly	12/31/2038	3,545,881		(143,994)
Fifth Third Financial Risk Solutions	Receive	1-MO-USD-LIBOR	2.688	%	Monthly	12/31/2034	30,855,021		(576,388)
Fifth Third Financial Risk Solutions	Receive	1-MO-USD-LIBOR	1.642	%	Monthly	6/30/2040	5,865,485		277,414
Canadian Imperial Bank of Commerce	Receive	USD-SOFR-COMPOUND	1.604	%	Quarterly	6/30/2044	284,692,696		9,713,065
									$	8,840,668


	Asset Derivatives			Liability Derivatives
Risk Exposure	Consolidated Statement of Assets and Liabilities Location	Fair Value		Consolidated Statement of Assets and Liabilities Location	Fair Value*
Swaps
Interest Rate Risk	Swap contracts, at fair value	$	9,713,065	Swap contracts, at fair value	$	872,397
		$	9,713,065		$	872,397


	Investments at Cost		Investments at Fair Value		Fair Value Percentage of Total Portfolio
United States:
East Region	$	421,079,862	$	472,394,045	29.8	%
Mid-West Region	282,830,015		303,625,552		19.1
Mountain Region	291,594,393		318,062,970		20.1
South Region	108,304,041		114,636,189		7.2
West Region	258,797,791		307,996,886		19.4
Total United States	$	1,362,606,102	$	1,516,715,642	95.6	%
Canada:	1,603,136		1,775,010		0.1
Money Markets:	67,444,619		67,444,619		4.3
Total	$	1,431,653,857	$	1,585,935,271	100.0	%


	Investments at Cost		Investments at Fair Value		Fair Value Percentage of Total Portfolio
Battery Storage (2)	$	16,458,726	$	15,565,291	1.0	%
Biomass	24,479,299		12,690,189		0.8
Commercial Solar (1)(2)	952,940,120		1,096,497,383		69.1
Wind	324,914,770		347,055,192		21.9
Other Investments	44,802,587		46,054,008		2.9
Energy Efficiency	613,736		628,589		—
Money Market Funds	67,444,619		67,444,619		4.3
Total	$	1,431,653,857	$	1,585,935,271	100.0	%


	Valuation Inputs
	Level 1		Level 2		Level 3		Fair Value
Limited Liability Company Member Interests	$	—	$	—	$	1,475,603,051	$	1,475,603,051
Capital Stock	—		—		1,775,010		1,775,010
Energy Efficiency Secured Loans	—		—		325,640		325,640
Secured Loans - Other	—		—		40,786,951		40,786,951
Money Market Funds	67,444,619		—		—		67,444,619
Total	$	67,444,619	$	—	$	1,518,490,652	$	1,585,935,271
Other Financial Instruments*
Open swap contracts - assets	$	—	$	9,713,065	$	—	$	9,713,065
Open swap contracts - liabilities	$	—	$	(872,397)	$	—	$	(872,397)
Total	$	—	$	8,840,668	$	—	$	8,840,668


	Balance as of December 31, 2020		Net Change in unrealized appreciation on investments		Translation of assets and liabilities denominated in foreign currencies		Purchases		Cost adjustments (1)		Sales and repayments of investments (2)		Net realized loss on investments		Balance as of March 31, 2021
Limited Liability Company Member Interests	$	609,394,039	$	2,152,738	$	—	$	159,657,286	$	(35,051,394)	$	(21,457)	$	(72,149)	$	736,059,063
Capital Stock	1,689,628		18,710		20,142		—		—		—		—		1,728,480
Energy Efficiency - Secured Loans	398,640		—		—		—		—		(9,000)		—		389,640
Secured Loans - Other	37,327,690		—		—		10,156,146		—		(1,308,918)		—		46,174,918
Total	$	648,809,997	$	2,171,448	$	20,142	$	169,813,432	$	(35,051,394)	$	(1,339,375)	$	(72,149)	$	784,352,101


	March 31, 2022										December 31, 2021
	Aggregate Principal Amount Available		Principal Amount Outstanding		Carrying Value		Deferred Financing Costs		Term Note Payable, Net of Financing Costs		Aggregate Principal Amount Available		Principal Amount Outstanding		Carrying Value		Deferred Financing Costs		Term Note Payable, Net of Financing Costs
New Credit Facility	$	97,822,841	$	80,884,642	$	80,884,642	$	2,525,548	$	78,359,094	$	97,822,841	$	82,151,509	$	82,151,509	$	2,737,887	$	79,413,622
LC Facility	$	40,000,000	$	—	$	—	$	—	$	—	$	32,500,000	$	—	$	—	$	—	$	—
Total	$	137,822,841	$	80,884,642	$	80,884,642	$	2,525,548	$	78,359,094	$	130,322,841	$	82,151,509	$	82,151,509	$	2,737,887	$	79,413,622


	Shares Outstanding as of December 31, 2021	Shares Sold During the Period	Shares Issued through Reinvestment of Distributions During the Period	Shares Repurchased During the Period	Shares Transferred During the Period	Shares Outstanding as of March 31, 2022
Class A shares	16,580,558	—	103,559	(91,469)	—	16,592,648
Class C shares	2,741,963	—	23,229	(6,210)	—	2,758,982
Class I shares	6,449,493	—	58,506	(82,049)	—	6,425,950
Class P-A shares	783,593	—	7,928	—	—	791,521
Class P-I shares	92,069,013	11,168,668	272,128	(317,209)	—	103,192,600
Class P-D shares	198,548	—	299	—	—	198,847
Class P-S shares	46,324,757	713,196	173,397	(223,209)	—	46,988,141
Class P-T shares	239,594	—	1,386	—	—	240,980
Total	165,387,519	11,881,864	640,432	(720,146)	—	177,189,669


	For the three months ended March 31, 2022		For the year ended December 31, 2021
Investment grade
Utility	69.4	%	64.7	%
Municipality	7.9	%	8.8	%
Corporation	5.6	%	6.5	%
Subtotal investment grade	82.9	%	80.0	%

Non-investment grade or no rating
Utility	9.6	%	11.2	%
Municipality	3.9	%	5.2	%
Residential	0.1	%	0.1	%
Corporation	3.5	%	3.5	%
Subtotal non-investment grade or no rating	17.1	%	20.0	%
Total	100.0	%	100.0	%


Balance	March 31, 2022			December 31, 2021			December 31, 2020
Investments in controlled/affiliated and non-controlled/non-affiliated portfolios, at fair value	$	1,518,490,652		$	1,368,349,558		$	648,809,997
Investments in money markets, at fair value	$	67,444,619		$	67,392,443		$	11,172,727
Total investments, at fair value	$	1,585,935,271		$	1,435,742,001		$	659,982,724
Notes payable balances of the Company and its operating entities	$	485,713,727		$	421,053,561		$	507,108,553
Cash, cash equivalents and restricted cash	$	52,715,517		$	121,863,392		$	4,675,836
Less: Note payable balance of the Company	$	(80,884,642)		$	(82,151,509)		$	(90,145,500)

Gross Investment Amount	$	2,043,479,873		$	1,896,507,445		$	1,081,621,613

Additional Metrics
Pre-operational and non-earning assets	$	450,488,772		$	383,562,821		$	144,404,286
Pre-operational and non-earning assets as a % of gross investment amount	22.0		%	20.2		%	13.4		%
Pre-operational and non-earning assets as a % of net assets	29.3		%	26.6		%	26.0		%


Description	3/31/2022			2021			2020			2019			2018			2017
Net investment income before taxes	$	(359,527)		$	(6,233,623)		$	1,645,856		$	4,213,803		$	9,681,310		$	7,459,040
Shareholder distributions (total including DRP)	$	23,977,142		$	71,114,670		$	31,038,522		$	25,884,100		$	17,738,130		$	11,403,610
Dividend coverage ratio (net investment income/total distributions)	(1.5)		%	(8.8)		%	5.3		%	16.3		%	54.6		%	65.4		%
Realized (losses) gains	$	(1,688)		$	(29,182)		$	7,830,550		$	12,915,740		$	—		$	694,000
Gross dividend coverage ratio (net investment income and realized gains/total shareholder distributions)	(1.5)		%	(8.8)		%	30.5		%	66.2		%	54.6		%	71.5		%


	Investments at Cost		Investments at Fair Value		Fair Value Percentage of Total Portfolio
Battery Storage
Pacifica Portfolio	$	11,603,047	$	10,709,612	0.7	%
Other Battery Storage Portfolios	4,855,679		4,855,679		0.3	%
Subtotal	$	16,458,726	$	15,565,291	1.0	%
Biomass
Eagle Valley Biomass Portfolio	$	24,479,299	$	12,690,189	0.8	%
Subtotal	$	24,479,299	$	12,690,189	0.8	%
Commercial Solar
Celadon Portfolio	$	187,909,496	$	212,221,346	13.4	%
GEH Portfolio	151,057,169		155,312,690		9.8	%
Ponderosa Portfolio	72,929,785		92,647,595		5.8	%
Sego Lily - Solar Portfolio	110,636,061		132,246,034		8.3	%
Trillium Portfolio	75,943,161		104,947,032		6.6	%
Other Commercial Solar Portfolios	313,677,497		358,335,735		22.6	%
Subtotal	$	912,153,169	$	1,055,710,432	66.5	%
Wind
Sego Lily - Wind Portfolio	$	117,376,719	$	144,554,048	9.1	%
Greenbacker Wind Holdings II Portfolio	63,171,752		59,490,435		3.8	%
Greenbacker Wind - HoldCo Portfolio	87,619,177		83,711,600		5.3	%
Other Wind Investments Portfolios	56,747,122		59,299,109		3.7	%
Subtotal	$	324,914,770	$	347,055,192	21.9	%
Other Investments
Other Portfolios	$	44,802,587	$	46,054,008	2.9	%
Subtotal	$	44,802,587	$	46,054,008	2.9	%
Energy Efficiency
Other Energy Efficiency Portfolios	$	613,736	$	628,589	—	%
Subtotal	$	613,736	$	628,589	—	%
Secured Loans
Chaberton Loan	$	5,032,122	$	5,032,122	0.3	%
Cider Loan	13,928,400		13,928,400		0.9	%
Encore Loan	3,058,527		3,058,527		0.2	%
New Market Loan	5,008,070		5,008,070		0.3	%
Shepherd's Run Loan	8,751,528		8,751,528		0.6	%
SE Solar Loan	5,008,304		5,008,304		0.3	%
Subtotal	$	40,786,951	$	40,786,951	2.6	%
Investment in Money Market Funds
Allspring Treasury Plus Money Market Fund - Institutional Class	$	14,362,448	$	14,362,448	0.9	%
Fidelity Government Portfolio - Class I	19,359,861		19,359,861		1.3	%
First American Government Obligations Fund - Class X	19,309,861		19,309,861		1.2	%
First American Government Obligations Fund - Class Z	50,000		50,000		—	%
JPMorgan US Government Money Market Fund - Class L	14,362,449		14,362,449		0.9	%
Subtotal	$	67,444,619	$	67,444,619	4.3	%
Total	$	1,431,653,857	$	1,585,935,271	100.0	%


MWh by Segment	Three months ended March 31, 2022	Three months ended March 31, 2021
Commercial Solar	179,164	112,373
Wind	302,238	188,717
Biomass	24,265	23,380
Total	505,667	324,470


	Interest Rates
	Range	Weighted Average		Maturity Dates	March 31, 2022
Fixed rate notes payable	1.905% - 9.088%	1.91	%	4/3/2023 - 9/29/2049	$	35,495,954
Floating rate notes payable	1.745% - 8.309%	4.61	%	6/30/2022 - 1/27/2042	450,217,773
					$	485,713,727