Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Nov. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 000-55610 | |
Entity Registrant Name | GREENBACKER RENEWABLE ENERGY COMPANY LLC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 80-0872648 | |
Entity Address, Address Line One | 230 Park Avenue | |
Entity Address, Address Line Two | Suite 1560 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10169 | |
City Area Code | 646 | |
Local Phone Number | 720-9463 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 201,254,059 | |
Entity Central Index Key | 0001563922 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheet (una
Consolidated Balance Sheet (unaudited) | Jun. 30, 2022 USD ($) |
Current assets: | |
Cash and cash equivalents | $ 139,365,761 |
Restricted cash | 71,433,446 |
Accounts receivable | 22,964,012 |
Derivative assets, current | 12,387,684 |
Notes receivable, current | 39,547,171 |
Other current assets | 37,137,670 |
Total current assets | 322,835,744 |
Noncurrent assets: | |
Property, plant and equipment, net | 1,568,163,583 |
Intangible assets, net | 560,381,182 |
Goodwill | 220,940,043 |
Investments, at fair value | 131,505,446 |
Derivative assets | 121,499,256 |
Other noncurrent assets | 21,061,143 |
Total noncurrent assets | 2,623,550,653 |
Total assets | 2,946,386,397 |
Current liabilities: | |
Accounts payable and accrued expenses | 51,709,305 |
Shareholder distributions payable | 9,233,764 |
Contingent consideration, current | 16,545,516 |
Current portion of long-term debt | 36,897,511 |
Other current liabilities | 11,331,448 |
Total current liabilities | 125,717,544 |
Noncurrent liabilities: | |
Long-term debt, net of current portion | 549,879,823 |
Contingent consideration | 73,600,000 |
Deferred tax liabilities, net | 66,191,142 |
Out-of-market contracts, net | 228,828,459 |
Other noncurrent liabilities | 32,537,026 |
Total noncurrent liabilities | 951,036,450 |
Total liabilities | 1,076,753,994 |
Commitments and contingencies (Note 12. Commitments and Contingencies) | |
Redeemable noncontrolling interests | 2,034,000 |
Equity: | |
Preferred shares, par value, $0.001 per share, 50,000,000 authorized; none issued and outstanding | 0 |
Common shares, par value, $0.001 per share, 350,000,000 authorized, 201,683,000 outstanding | 201,683 |
Additional paid-in capital | 1,789,544,442 |
Accumulated deficit | (46,763,382) |
Accumulated other comprehensive income | 7,455,838 |
Noncontrolling interests | 117,159,821 |
Total equity | 1,867,598,402 |
Total liabilities and equity | $ 2,946,386,397 |
Consolidated Balance Sheet (u_2
Consolidated Balance Sheet (unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | May 19, 2022 | May 18, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||||
Preferred shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | |
Preferred shares, shares issued (in shares) | 0 | 0 | ||
Preferred shares, shares outstanding (in shares) | 0 | 0 | ||
Common shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Common shares, shares authorized (in shares) | 350,000,000 | 350,000,000 | 350,000,000 | |
Common shares, shares outstanding (in shares) | 201,683,000 | 177,455,448 | 165,387,519 |
Consolidated Statement of Opera
Consolidated Statement of Operations (unaudited) | 1 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Revenue | |
Total revenue | $ 19,614,868 |
Operating expenses | |
Direct operating costs | 8,746,225 |
General and administrative | 7,798,687 |
Depreciation, amortization and accretion | 6,181,893 |
Total operating expenses | 22,726,805 |
Operating loss | (3,111,937) |
Interest expense, net | (2,753,708) |
Net unrealized gain on investments | 512,058 |
Other expense | (360,551) |
Net loss before income taxes | (5,714,138) |
Provision for income taxes | (582,544) |
Net loss | (6,296,682) |
Net loss attributable to noncontrolling interests | (8,232,238) |
Net income attributable to Greenbacker Renewable Energy Company LLC | $ 1,935,556 |
Earnings per share | |
Basic (in dollars per share) | $ / shares | $ 0.01 |
Weighted average shares outstanding | |
Basic (in shares) | shares | 201,992,520 |
Energy revenue | |
Revenue | |
Total revenue | $ 19,744,070 |
Investment Management revenue | |
Revenue | |
Total revenue | 209,040 |
Other revenue | |
Revenue | |
Total revenue | 1,499,477 |
Contract amortization, net | |
Revenue | |
Total revenue | $ (1,837,719) |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income (unaudited) | 1 Months Ended |
Jun. 30, 2022 USD ($) | |
Statement of Comprehensive Income [Abstract] | |
Net loss | $ (6,296,682) |
Other comprehensive income, net of tax: | |
Unrealized gain on derivatives designated as cash flow hedges, net of tax | 7,455,838 |
Total other comprehensive income, net of tax | 7,455,838 |
Comprehensive income | 1,159,156 |
Less: Comprehensive loss attributable to noncontrolling interests | (8,232,238) |
Comprehensive income attributable to Greenbacker Renewable Energy Company LLC | $ 9,391,394 |
Consolidated Statement of Redee
Consolidated Statement of Redeemable Noncontrolling Interests and Equity - USD ($) | Total | GDEV | GDEV GP | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income | Noncontrolling interests | Noncontrolling interests GDEV | Noncontrolling interests GDEV GP |
Redeemable noncontrolling interests, ending balance at May. 18, 2022 | $ 2,034,000 | |||||||||
Shares Outstanding, beginning balance (in shares) at Dec. 31, 2021 | 165,387,519 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common shares under distribution reinvestment plan (in shares) | 863,276 | |||||||||
Issuance of common shares under distribution reinvestment plan | $ 7,486,732 | |||||||||
Repurchases of common shares (in shares) | (720,146) | |||||||||
Net income (loss) | $ 30,778,458 | |||||||||
Shares Outstanding, ending balance (in shares) at May. 18, 2022 | 177,455,448 | 177,455,448 | ||||||||
Total equity, ending balance at May. 18, 2022 | $ 1,616,519,622 | $ 177,455 | $ 1,574,042,087 | $ (30,479,634) | $ 0 | $ 72,779,714 | ||||
Redeemable noncontrolling interests, ending balance at Jun. 30, 2022 | $ 2,034,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Consolidation | $ 45,445,898 | $ 533,315 | $ 45,445,898 | $ 533,315 | ||||||
Issuance of common shares as consideration transferred for Acquisition (in shares) | 24,365,133 | 24,365,133 | ||||||||
Issuance of common shares as consideration transferred for Acquisition | $ 214,681,187 | $ 24,365 | 214,656,822 | |||||||
Issuance of common shares under distribution reinvestment plan (in shares) | 450,810 | 450,810 | ||||||||
Issuance of common shares under distribution reinvestment plan | $ 3,909,704 | $ 451 | 3,909,253 | |||||||
Repurchases of common shares (in shares) | (576,790) | (576,790) | ||||||||
Repurchases of common shares | $ (5,154,225) | $ (577) | (5,153,648) | |||||||
Other capital activity (shares) | (11,601) | |||||||||
Other capital activity | 755,443 | $ (11) | 755,454 | |||||||
Deferred sales commissions | (10,678) | (10,678) | ||||||||
Shareholder distributions | (18,208,626) | (18,208,626) | ||||||||
Other comprehensive income | 7,455,838 | 7,455,838 | ||||||||
Contributions from noncontrolling interests, net | 12,634,073 | $ 4,100,000 | 12,634,073 | |||||||
Distributions to noncontrolling interests | (6,000,941) | (6,000,941) | ||||||||
Share-based compensation expense | 1,334,474 | 1,334,474 | ||||||||
Net income (loss) | $ (6,296,682) | 1,935,556 | (8,232,238) | |||||||
Shares Outstanding, ending balance (in shares) at Jun. 30, 2022 | 201,683,000 | 201,683,000 | ||||||||
Total equity, ending balance at Jun. 30, 2022 | $ 1,867,598,402 | $ 201,683 | $ 1,789,544,442 | $ (46,763,382) | $ 7,455,838 | $ 117,159,821 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (unaudited) | 1 Months Ended |
Jun. 30, 2022 USD ($) | |
Cash Flows from Operating Activities | |
Net loss | $ (6,296,682) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | |
Depreciation, amortization and accretion | 8,019,612 |
Share-based compensation expense | 1,334,474 |
Amortization of financing costs and debt discounts | 187,958 |
Amortization of interest rate swap contracts into net income | (347,593) |
Unrealized (gain) on investments | (512,058) |
Provision for income taxes | 582,544 |
Changes in operating assets and liabilities: | |
Accounts receivable | 5,298,950 |
Other current and noncurrent assets | 89,280 |
Accounts payable and accrued expenses | (9,944,980) |
Other current and noncurrent liabilities | 440,126 |
Net cash (used in) operating activities | (1,148,369) |
Cash Flows from Investing Activities | |
Purchases of property, plant and equipment | (45,429,923) |
Purchases of investments | (1,980,695) |
Loans made to other parties, net of principal repayments received | (845,495) |
Cash acquired from Acquisition and consolidation of GDEV, net | 1,714,463 |
Net cash used in investing activities | (46,541,650) |
Cash Flows from Financing Activities | |
Shareholder distributions | (6,954,111) |
Return of collateral paid for swap contract | 5,000,000 |
Other capital activity | 231,735 |
Contributions from noncontrolling interests | 9,137,788 |
Distributions to noncontrolling interests | (3,766,459) |
Proceeds from borrowings | 58,985,814 |
Payments on borrowings | (7,376,881) |
Payments for loan origination costs | (2,217,977) |
Net cash provided by financing activities | 53,039,909 |
Net increase in Cash, cash equivalents and Restricted cash | 5,349,890 |
Cash, cash equivalents and Restricted cash at beginning of Period | 108,062,479 |
Cash, cash equivalents and Restricted cash at end of period | 210,799,207 |
Supplemental Disclosures | |
Interest paid, net of amounts capitalized | 4,164,432 |
Non-cash investing and financing activities | |
Deferred sales commission payable | 4,043,358 |
Capital expenditures incurred but not paid | 31,563,919 |
Non-cash contributions from noncontrolling interests, net | 3,496,285 |
Non-cash distributions to noncontrolling interests | $ 2,234,482 |
Consolidated Statements of Asse
Consolidated Statements of Assets and Liabilities | Dec. 31, 2021 USD ($) | |
Assets | ||
Investments at Fair Value | $ 1,435,742,001 | |
Cash and cash equivalents | 92,179,779 | |
Restricted cash | 29,683,613 | |
Shareholder contribution receivable | 2,052,750 | |
Dividend receivable | 10,481,202 | |
Investment sales receivable | 69,994 | |
Return of capital receivable | 654,622 | |
Other current assets | 11,695,159 | [1] |
Total assets | 1,582,559,120 | |
Liabilities | ||
Swap contracts, at fair value | 7,501,983 | |
Deferred tax liabilities, net of allowance | 26,707,096 | |
Payable for investments purchased | 420,594 | |
Term note payable, net of financing costs | 79,413,622 | |
Management fee payable | 2,271,687 | |
Performance participation fee payable | 3,359,269 | |
Accounts payable and accrued expenses | 2,915,210 | |
Due to GCM | 607,610 | |
Shareholder distributions payable | 7,930,813 | |
Payable for repurchases of common shares | 7,493,978 | |
Deferred sales commission payable | 4,626,626 | |
Total liabilities | 143,248,488 | |
Commitments and contingencies (Note 9. Commitments and Contingencies) | ||
Members' Equity (Net Assets) | ||
Preferred shares, par value, $.001 per share, 50,000,000 authorized; none issued and outstanding | 0 | |
Common shares, par value, $.001 per share, 350,000,000 authorized; 165,387,519 shares issued and outstanding | 165,388 | |
Paid-in capital in excess of par value | 1,468,107,899 | |
Accumulated (losses) | (28,962,655) | [2] |
Total members’ equity | 1,439,310,632 | |
Total liabilities and equity | 1,582,559,120 | |
Net assets | 1,439,310,632 | |
Money Market Funds: | ||
Assets | ||
Investments at Fair Value | 67,392,443 | |
Class A shares | ||
Members' Equity (Net Assets) | ||
Net assets | 137,994,947 | |
Class C shares | ||
Members' Equity (Net Assets) | ||
Net assets | 22,290,310 | |
Class I shares | ||
Members' Equity (Net Assets) | ||
Net assets | 53,665,823 | |
Class P-A shares | ||
Members' Equity (Net Assets) | ||
Net assets | 6,721,670 | |
Class P-D shares | ||
Members' Equity (Net Assets) | ||
Net assets | 1,747,603 | |
Class P-I shares | ||
Members' Equity (Net Assets) | ||
Net assets | 810,046,418 | |
Class P-S shares | ||
Members' Equity (Net Assets) | ||
Net assets | 404,803,246 | |
Class P-T shares | ||
Members' Equity (Net Assets) | ||
Net assets | 2,040,615 | |
Affiliated Entity | ||
Assets | ||
Investments at Fair Value | 1,335,063,419 | |
Investments in non-controlled/non-affiliated portfolios | ||
Assets | ||
Investments at Fair Value | $ 33,286,139 | |
[1]As of December 31, 2021, Other assets includes $5.0 million of cash collateral associated with a derivative instrument.[2]Accumulated deficit, accumulated net realized gain on investments, and accumulated unrealized appreciation (depreciation) on investments, net of deferred taxes, foreign currency translation, and swap contracts are included in accumulated gains (losses). |
Consolidated Statements of As_2
Consolidated Statements of Assets and Liabilities (Parenthetical) | Dec. 31, 2021 USD ($) $ / shares shares |
Investments at Cost | $ | $ 1,292,072,217 |
Preferred shares, par value (in dollars per share) | $ / shares | $ 0.001 |
Preferred shares, shares authorized (in shares) | 50,000,000 |
Preferred shares, shares issued (in shares) | 0 |
Preferred shares, shares outstanding (in shares) | 0 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 |
Common shares, shares authorized (in shares) | 350,000,000 |
Common shares, share issued (in shares) | 165,387,519 |
Common shares, shares outstanding (in shares) | 165,387,519 |
Cash collateral associated with derivative instrument included in other assets | $ | $ 5,000,000 |
Money Market Funds: | |
Investments at Cost | $ | $ 67,392,443 |
Class A shares | |
Common shares, shares outstanding (in shares) | 16,580,558 |
Class C shares | |
Common shares, shares outstanding (in shares) | 2,741,963 |
Class I shares | |
Common shares, shares outstanding (in shares) | 6,449,493 |
Class P-A shares | |
Common shares, shares outstanding (in shares) | 783,593 |
Class P-D shares | |
Common shares, shares outstanding (in shares) | 198,548 |
Class P-I shares | |
Common shares, shares outstanding (in shares) | 92,069,013 |
Class P-S shares | |
Common shares, shares outstanding (in shares) | 46,324,757 |
Class P-T shares | |
Common shares, shares outstanding (in shares) | 239,594 |
Affiliated Entity | |
Investments at Cost | $ | $ 1,191,393,635 |
Investments in non-controlled/non-affiliated portfolios | |
Investments at Cost | $ | $ 33,286,139 |
Consolidated Statements of Oper
Consolidated Statements of Operations (unaudited) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
May 18, 2022 | Jun. 30, 2021 | May 18, 2022 | Jun. 30, 2021 | ||
Investment income from controlled, affiliated investments: | |||||
Dividend income | $ 0 | $ 9,737,275 | $ 12,547,447 | $ 14,989,938 | |
Total investment income from controlled, affiliated investments | 0 | 9,737,275 | 12,547,447 | 14,989,938 | |
Investment income from non-controlled, non-affiliated investments: | |||||
Interest income | 529,095 | 969,668 | 1,279,349 | 1,915,678 | |
Total investment income | 529,095 | 10,706,943 | 13,826,796 | 16,905,616 | |
Operating expenses: | |||||
Management fee expense | 3,774,840 | 5,429,242 | 10,661,560 | 9,504,745 | |
Audit and tax expense | 310,178 | 412,454 | 906,679 | 995,061 | |
Interest and financing expenses | 593,397 | 737,912 | 1,313,882 | 1,460,472 | |
General and administration expenses | 1,608 | 165,519 | 205,718 | 339,492 | |
Performance participation fee | 0 | 1,312,309 | 384,065 | 1,312,309 | |
Legal expenses | 2,184,173 | 134,405 | 3,040,571 | 220,706 | |
Directors fees and expenses | 99,368 | 116,710 | 568,489 | 226,190 | |
Transfer agent expense | 104,102 | 154,418 | 301,362 | 302,364 | |
Other professional fees expenses | 0 | 0 | 2,531,932 | 0 | |
Administrator expenses | 2,155,303 | 0 | 2,155,303 | 0 | |
Other expenses | [1] | 146,541 | 838,154 | 957,177 | 1,497,664 |
Total expenses | 9,369,510 | 9,301,123 | 23,026,738 | 15,859,003 | |
Net investment (loss) income before taxes | (8,840,415) | 1,405,820 | (9,199,942) | 1,046,613 | |
(Benefit from) income taxes | (1,151,099) | (2,123,117) | (4,315,392) | (3,492,411) | |
Franchise tax expense | 0 | 126,085 | 0 | 126,085 | |
Net investment (loss) income | (7,689,316) | 3,402,852 | (4,884,550) | 4,412,939 | |
Net change in realized and unrealized gain (loss) on investments, foreign currency translation and deferred tax assets: | |||||
Net realized loss on investments | 0 | (129,313) | (1,688) | (201,462) | |
Net change in unrealized appreciation (depreciation) on: | |||||
Investments | 3,051,960 | 19,953,676 | 13,647,821 | 22,125,124 | |
Foreign currency translation | (41,940) | 20,181 | (26,172) | 40,323 | |
Swap contracts | 18,923,682 | (1,078,794) | 35,266,332 | 2,660,233 | |
(Provision for) income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts | (4,300,912) | (7,240,450) | (13,223,285) | (10,383,323) | |
Net increase in net assets attributed to members' equity | $ 9,943,474 | $ 14,928,152 | $ 30,778,458 | $ 18,653,834 | |
Common share per share information —basic and diluted: | |||||
Net investment (loss) income, basic (in dollars per share) | $ (0.04) | $ 0.03 | $ (0.03) | $ 0.04 | |
Net investment (loss) income, diluted (in dollars per share) | (0.04) | 0.03 | (0.03) | 0.04 | |
Net increase in net assets attributed to members' equity (in dollars per share) | $ 0.06 | $ 0.13 | $ 0.18 | $ 0.18 | |
Weighted average common shares outstanding, basic (in shares) | 177,311,647 | 118,813,320 | 174,129,549 | 102,466,063 | |
Weighted average common shares outstanding, diluted (in shares) | 177,311,647 | 118,813,320 | 174,129,549 | 102,466,063 | |
[1]For the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through May 18, 2022, Other expenses includes $0.2 million and $0.7 million of net realized losses on swap contracts, respectively. For the three and six months ended June 30, 2021, Other expenses includes $0.6 million and $1.1 million of net realized losses on swap contracts, respectively. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (unaudited) (Parenthetical) - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
May 18, 2022 | Jun. 30, 2021 | May 18, 2022 | Jun. 30, 2021 | |
Swaps | ||||
Net realized losses on swap contracts | $ 0.2 | $ 0.6 | $ 0.7 | $ 1.1 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Net Assets - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | May 18, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | May 18, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance (in shares) | 177,455,448 | 165,387,519 | 62,870,347 | 165,387,519 | 62,870,347 | 62,870,347 | ||
Beginning balance | $ 1,543,739,908 | $ 1,539,613,438 | $ 1,439,310,632 | $ 994,861,155 | $ 555,551,859 | $ 1,439,310,632 | $ 555,551,859 | $ 555,551,859 |
Proceeds from issuance of common shares, net (in shares) | 11,924,799 | 103,638,424 | ||||||
Proceeds from issuance of common shares, net | 377,741 | 104,573,871 | 97,008,661 | 455,822,484 | $ 104,951,612 | 552,831,145 | ||
Issuance of common shares under distribution reinvestment plan (in shares) | 450,810 | 863,276 | 1,418,253 | |||||
Issuance of common shares under distribution reinvestment plan | $ 3,909,704 | 1,934,690 | 5,552,042 | 2,411,707 | 1,550,005 | $ 7,486,732 | 3,961,712 | |
Repurchases of common shares (in shares) | (576,790) | (720,146) | (2,538,197) | |||||
Repurchases of common shares | $ (5,154,225) | (6,262,493) | (6,476,408) | (4,298,638) | ||||
Offering costs | 101,885 | (331,481) | (63,180) | (1,513,488) | ||||
Deferred sales commissions | (5,622) | (86,975) | (128,643) | (4,024,725) | ||||
Shareholder distributions | (8,225,698) | (23,977,142) | (16,616,550) | (11,952,024) | ||||
Net investment (loss) income | (7,689,316) | 2,804,766 | 3,402,852 | 1,010,087 | $ (4,884,550) | 4,412,939 | ||
Net realized loss on investments | 0 | (1,688) | (129,313) | (72,149) | (1,688) | (201,462) | ||
Net change in unrealized appreciation on investments | 3,051,960 | 10,595,861 | 19,953,676 | 2,171,448 | ||||
Net change in unrealized appreciation (depreciation) on foreign currency translation | (41,940) | 15,768 | 20,181 | 20,142 | $ (26,172) | 40,323 | ||
Net change in unrealized appreciation (depreciation) on swap contracts | 18,923,682 | 16,342,650 | (1,078,794) | 3,739,027 | ||||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts | $ (4,300,912) | (8,922,373) | (7,240,450) | (3,142,873) | ||||
Ending balance (in shares) | 177,455,448 | 177,455,448 | 165,387,519 | |||||
Ending balance | $ 1,543,739,908 | $ 1,539,613,438 | $ 1,085,924,894 | $ 994,861,155 | $ 1,543,739,908 | $ 1,085,924,894 | $ 1,439,310,632 | |
Common stock | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance (in shares) | 177,455,448 | 177,189,669 | 165,387,519 | 113,194,789 | 62,870,347 | 165,387,519 | 62,870,347 | 62,870,347 |
Beginning balance | $ 177,455 | $ 177,190 | $ 165,388 | $ 113,195 | $ 62,870 | $ 165,388 | $ 62,870 | $ 62,870 |
Proceeds from issuance of common shares, net (in shares) | 42,935 | 11,881,864 | 10,853,534 | 50,634,032 | ||||
Proceeds from issuance of common shares, net | $ 42 | $ 11,882 | $ 10,853 | $ 50,635 | ||||
Issuance of common shares under distribution reinvestment plan (in shares) | 450,810 | 222,844 | 640,432 | 278,757 | 181,245 | |||
Issuance of common shares under distribution reinvestment plan | $ 451 | $ 223 | $ 640 | $ 279 | $ 181 | |||
Repurchases of common shares (in shares) | (576,790) | (720,146) | (734,959) | (490,835) | ||||
Repurchases of common shares | $ (577) | $ (720) | $ (735) | $ (491) | ||||
Ending balance (in shares) | 177,455,448 | 177,189,669 | 123,592,121 | 113,194,789 | 177,455,448 | 123,592,121 | 165,387,519 | |
Ending balance | $ 177,455 | $ 177,190 | $ 123,592 | $ 113,195 | $ 177,455 | $ 123,592 | $ 165,388 | |
Paid-in capital in excess of par value | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | 1,574,042,087 | 1,571,628,036 | 1,468,107,899 | 1,002,406,149 | 550,896,111 | 1,468,107,899 | 550,896,111 | 550,896,111 |
Proceeds from issuance of common shares, net | 377,699 | 104,561,989 | 96,997,808 | 455,771,849 | ||||
Issuance of common shares under distribution reinvestment plan | 3,909,253 | 1,934,467 | 5,551,402 | 2,411,428 | 1,549,824 | |||
Repurchases of common shares | (5,153,648) | (6,261,773) | (6,475,673) | (4,298,147) | ||||
Offering costs | 101,885 | (331,481) | (63,180) | (1,513,488) | ||||
Ending balance | 1,574,042,087 | 1,571,628,036 | 1,095,276,532 | 1,002,406,149 | 1,574,042,087 | 1,095,276,532 | 1,468,107,899 | |
Accumulated deficit | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | (171,808,555) | (155,887,919) | (134,628,568) | (75,674,717) | (60,708,055) | (134,628,568) | (60,708,055) | (60,708,055) |
Deferred sales commissions | (5,622) | (86,975) | (128,643) | (4,024,725) | ||||
Shareholder distributions | (8,225,698) | (23,977,142) | (16,616,550) | (11,952,024) | ||||
Net investment (loss) income | (7,689,316) | 2,804,766 | 3,402,852 | 1,010,087 | ||||
Ending balance | (171,808,555) | (155,887,919) | (89,017,058) | (75,674,717) | (171,808,555) | (89,017,058) | (134,628,568) | |
Accumulated net realized gain on investments | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | 18,110,762 | 18,110,762 | 18,112,450 | 18,069,483 | 18,141,632 | 18,112,450 | 18,141,632 | 18,141,632 |
Net realized loss on investments | (1,688) | (129,313) | (72,149) | |||||
Ending balance | 18,110,762 | 18,110,762 | 17,940,170 | 18,069,483 | 18,110,762 | 17,940,170 | 18,112,450 | |
Accumulated unrealized appreciation (depreciation) on investments, net of deferred taxes | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | 94,318,420 | 95,567,372 | 93,893,884 | 54,787,950 | 55,759,375 | 93,893,884 | 55,759,375 | 55,759,375 |
Net change in unrealized appreciation on investments | 3,051,960 | 10,595,861 | 19,953,676 | 2,171,448 | ||||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts | (4,300,912) | (8,922,373) | (7,240,450) | (3,142,873) | ||||
Ending balance | 94,318,420 | 95,567,372 | 67,501,176 | 54,787,950 | 94,318,420 | 67,501,176 | 93,893,884 | |
Accumulated unrealized appreciation (depreciation) on foreign currency translation | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | (124,416) | (82,476) | (98,244) | (88,829) | (108,971) | (98,244) | (108,971) | (108,971) |
Net change in unrealized appreciation (depreciation) on foreign currency translation | (41,940) | 15,768 | 20,181 | 20,142 | ||||
Ending balance | (124,416) | (82,476) | (68,648) | (88,829) | (124,416) | (68,648) | (98,244) | |
Accumulated unrealized appreciation (depreciation) on swap contracts | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | $ 29,024,155 | 10,100,473 | (6,242,177) | (4,752,076) | (8,491,103) | (6,242,177) | (8,491,103) | (8,491,103) |
Net change in unrealized appreciation (depreciation) on swap contracts | 18,923,682 | 16,342,650 | (1,078,794) | 3,739,027 | ||||
Ending balance | $ 29,024,155 | $ 10,100,473 | $ (5,830,870) | $ (4,752,076) | $ 29,024,155 | $ (5,830,870) | $ (6,242,177) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) | 5 Months Ended | 6 Months Ended |
May 18, 2022 | Jun. 30, 2021 | |
Operating activities: | ||
Net loss | $ 30,778,458 | $ 18,653,834 |
Adjustments to reconcile net increase in net assets from operations to net cash provided by (used in) operating activities: | ||
Amortization of deferred financing costs | 520,183 | 468,591 |
Gross funding of new or existing investments | (339,424,218) | (485,026,711) |
Return of capital | 210,519,840 | 107,726,383 |
Proceeds from principal payments and sales of investments | 12,325,274 | 3,956,869 |
Sales (purchases) of money market funds, net | 52,101,113 | (87,582,865) |
Net realized loss on investments | 1,688 | 201,462 |
Net change in unrealized (appreciation) on investments | (13,647,821) | (22,125,124) |
Net change in unrealized depreciation (appreciation) on foreign currency translation | 26,172 | (40,323) |
Net change in unrealized (appreciation) on swap contracts | (35,266,332) | (2,660,233) |
Deferred tax expense | 8,907,893 | 6,890,913 |
(Increase) decrease in other assets: | ||
Receivable for investments sold | 69,994 | 4,759,184 |
Receivable for return of capital | (498,282) | 1,011,844 |
Dividend receivable | (1,319,990) | (1,359,497) |
Other assets | 821,032 | (2,302,982) |
Increase (decrease) in other liabilities: | ||
Payable for investments purchased | 324,115 | (2,381,385) |
Management fee payable | (861,491) | 760,130 |
Performance participation fee payable | (2,974,704) | (2,227,743) |
Accounts payable and accrued expenses | 5,931,893 | 1,153,519 |
Net cash (used in) operating activities | (71,665,183) | (460,124,134) |
Financing activities: | ||
Paydowns on credit facility and term note | (1,266,578) | (4,093,966) |
Proceeds from issuance of common shares, net | 105,248,439 | 558,481,049 |
Distributions paid | (30,891,000) | (22,344,699) |
Offering costs | (809,401) | (333,780) |
Deferred sales commission | (660,719) | (307,848) |
Repurchases of common shares | (13,756,471) | (10,343,014) |
Net cash provided by financing activities | 57,864,270 | 521,057,742 |
Net increase in Cash, cash equivalents and Restricted cash | (13,800,913) | 60,933,608 |
Cash, cash equivalents and Restricted cash at beginning of Period | 121,863,392 | 4,675,836 |
Cash, cash equivalents and Restricted cash at end of period | 108,062,479 | 65,609,444 |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | 72,110,606 | 35,807,508 |
Restricted cash | 35,951,873 | 29,801,936 |
Total cash, cash equivalents and restricted cash | 108,062,479 | 65,609,444 |
Supplemental disclosure of cash flow information: | ||
Cash interest paid during the period | 532,081 | 863,837 |
Shareholder contribution receivable from sale of common shares | 0 | 1,191,310 |
Due to GCM for offering costs | 27,805 | 1,244,639 |
Deferred sales commission payable | $ 4,058,504 | $ 3,977,395 |
Consolidated Schedules of Inves
Consolidated Schedules of Investments | Dec. 31, 2021 USD ($) | |
Cost | $ 1,292,072,217 | |
Fair Value | 1,435,742,001 | |
Liabilities in excess of other assets other than investments | $ 3,568,631 | |
Liabilities in excess of other assets other than investments (in percentage) | 0.50% | [1] |
Net assets | $ 1,439,310,632 | |
Fair Value Percentage of Total Portfolio | 100% | [1] |
Total members' equity (net assets) | $ 1,439,310,632 | |
TOTAL INVESTMENTS | ||
Cost | 1,292,072,217 | |
Fair Value | $ 1,435,742,001 | |
Fair Value Percentage of Total Portfolio | 99.50% | [1] |
Affiliated Entity | ||
Cost | $ 1,191,393,635 | |
Fair Value | 1,335,063,419 | |
Investments in non-controlled/non-affiliated portfolios | ||
Cost | 33,286,139 | |
Fair Value | 33,286,139 | |
Battery storage systems | ||
Cost | 11,288,841 | |
Fair Value | $ 10,747,811 | |
Fair Value Percentage of Total Portfolio | 0.70% | |
Biomass | ||
Cost | $ 24,533,222 | |
Fair Value | $ 17,184,912 | |
Fair Value Percentage of Total Portfolio | 1.20% | |
Wind | ||
Cost | $ 321,509,864 | |
Fair Value | $ 340,034,522 | |
Fair Value Percentage of Total Portfolio | 23.70% | |
Other Investments | ||
Cost | $ 35,034,396 | |
Fair Value | $ 35,243,259 | |
Fair Value Percentage of Total Portfolio | 2.50% | |
Limited Liability Company Member Interests in the United States- Not readily marketable | Affiliated Entity | ||
Cost | $ 1,191,393,635 | |
Fair Value | $ 1,335,063,419 | |
Fair Value Percentage of Total Portfolio | 92.50% | [1] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Battery storage systems | Affiliated Entity | ||
Cost | $ 11,288,841 | |
Fair Value | $ 10,747,811 | |
Fair Value Percentage of Total Portfolio | 0.70% | [1] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Battery storage systems | Pacifica Portfolio | Affiliated Entity | ||
Shares or Principal Amount (in percentage) | 100% | [2] |
Cost | $ 11,288,841 | [2] |
Fair Value | $ 10,747,811 | [2] |
Fair Value Percentage of Total Portfolio | 0.70% | [1],[2] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Biomass | Affiliated Entity | ||
Cost | $ 24,533,222 | |
Fair Value | $ 17,184,912 | |
Fair Value Percentage of Total Portfolio | 1.20% | [1] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Biomass | Eagle Valley Biomass Portfolio | Affiliated Entity | ||
Shares or Principal Amount (in percentage) | 100% | |
Cost | $ 24,533,222 | |
Fair Value | $ 17,184,912 | |
Fair Value Percentage of Total Portfolio | 1.20% | [1] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Commercial Solar | Affiliated Entity | ||
Cost | $ 798,358,576 | |
Fair Value | $ 931,167,131 | |
Fair Value Percentage of Total Portfolio | 64.60% | [1] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Commercial Solar | Celadon Portfolio | Affiliated Entity | ||
Shares or Principal Amount (in percentage) | 100% | [2] |
Cost | $ 165,129,450 | [2] |
Fair Value | $ 187,410,880 | [2] |
Fair Value Percentage of Total Portfolio | 13% | [1],[2] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Commercial Solar | GEH Portfolio | Affiliated Entity | ||
Shares or Principal Amount (in percentage) | 100% | [2] |
Cost | $ 150,463,205 | [2] |
Fair Value | $ 157,925,117 | [2] |
Fair Value Percentage of Total Portfolio | 11% | [1],[2] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Commercial Solar | Ponderosa Portfolio | Affiliated Entity | ||
Shares or Principal Amount (in percentage) | 100% | [2] |
Cost | $ 49,514,975 | [2] |
Fair Value | $ 59,577,751 | [2] |
Fair Value Percentage of Total Portfolio | 4.10% | [1],[2] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Commercial Solar | Sego Lily - Solar Portfolio | Affiliated Entity | ||
Shares or Principal Amount (in percentage) | 100% | [2] |
Cost | $ 107,621,275 | [2] |
Fair Value | $ 122,272,431 | [2] |
Fair Value Percentage of Total Portfolio | 8.50% | [1],[2] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Commercial Solar | Trillium Portfolio | Affiliated Entity | ||
Cost | $ 74,764,309 | |
Fair Value | $ 101,432,185 | |
Fair Value Percentage of Total Portfolio | 7% | [1] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Commercial Solar | Other Commercial Solar Portfolios | Affiliated Entity | ||
Shares or Principal Amount (in percentage) | 100% | [2],[3] |
Cost | $ 250,865,362 | [2],[3] |
Fair Value | $ 302,548,767 | [2],[3] |
Fair Value Percentage of Total Portfolio | 21% | [1],[2],[3] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Wind | Affiliated Entity | ||
Cost | $ 321,509,864 | |
Fair Value | $ 340,034,522 | |
Fair Value Percentage of Total Portfolio | 23.60% | [1] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Wind | Sego Lily - Wind Portfolio | Affiliated Entity | ||
Cost | $ 117,410,390 | |
Fair Value | $ 140,965,616 | |
Fair Value Percentage of Total Portfolio | 9.80% | [1] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Wind | Greenbacker Wind Holdings II Portfolio | Affiliated Entity | ||
Shares or Principal Amount (in percentage) | 100% | |
Cost | $ 62,787,210 | |
Fair Value | $ 62,272,198 | |
Fair Value Percentage of Total Portfolio | 4.30% | [1] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Wind | Greenbacker Wind - HoldCo Portfolio | Affiliated Entity | ||
Shares or Principal Amount (in percentage) | 100% | |
Cost | $ 84,674,188 | |
Fair Value | $ 78,025,844 | |
Fair Value Percentage of Total Portfolio | 5.40% | [1] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Wind | Other Wind Investments Portfolios | Affiliated Entity | ||
Shares or Principal Amount (in percentage) | 100% | |
Cost | $ 56,638,076 | |
Fair Value | $ 58,770,864 | |
Fair Value Percentage of Total Portfolio | 4.10% | [1] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Other Investments | Affiliated Entity | ||
Cost | $ 35,034,396 | |
Fair Value | $ 35,243,259 | |
Fair Value Percentage of Total Portfolio | 2.40% | [1] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Other Investments | Other Portfolios | Affiliated Entity | ||
Cost | $ 35,034,396 | [4] |
Fair Value | $ 35,243,259 | [4] |
Fair Value Percentage of Total Portfolio | 2.40% | [1],[4] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Energy Efficiency | Affiliated Entity | ||
Cost | $ 668,736 | |
Fair Value | $ 685,784 | |
Fair Value Percentage of Total Portfolio | 0% | [1] |
Limited Liability Company Member Interests in the United States- Not readily marketable | Energy Efficiency | Other Energy Efficiency Portfolios | Affiliated Entity | ||
Cost | $ 668,736 | [5] |
Fair Value | $ 685,784 | [5] |
Fair Value Percentage of Total Portfolio | 0% | [1],[5] |
Secured Loans - Not readily marketable | Investments in non-controlled/non-affiliated portfolios | ||
Cost | $ 33,286,139 | |
Fair Value | $ 33,286,139 | |
Fair Value Percentage of Total Portfolio | 2.20% | [1] |
Secured Loans - Not readily marketable | Chaberton | Investments in non-controlled/non-affiliated portfolios | ||
Interest | 8% | |
Shares or Principal Amount | $ 2,247,962 | |
Cost | 2,247,962 | |
Fair Value | $ 2,247,962 | |
Fair Value Percentage of Total Portfolio | 0.20% | [1] |
Secured Loans - Not readily marketable | Encore Loan | Investments in non-controlled/non-affiliated portfolios | ||
Interest | 10% | |
Shares or Principal Amount | $ 3,058,527 | |
Cost | 3,058,527 | |
Fair Value | $ 3,058,527 | |
Fair Value Percentage of Total Portfolio | 0.20% | [1] |
Secured Loans - Not readily marketable | Hudson Loan | Investments in non-controlled/non-affiliated portfolios | ||
Interest | 8% | |
Shares or Principal Amount | $ 4,984,650 | |
Cost | 4,984,650 | |
Fair Value | $ 4,984,650 | |
Fair Value Percentage of Total Portfolio | 0.30% | [1] |
Secured Loans - Not readily marketable | Hudson II Loan | Investments in non-controlled/non-affiliated portfolios | ||
Interest | 8% | |
Shares or Principal Amount | $ 4,227,098 | |
Cost | 4,227,098 | |
Fair Value | $ 4,227,098 | |
Fair Value Percentage of Total Portfolio | 0.30% | [1] |
Secured Loans - Not readily marketable | New Market | Investments in non-controlled/non-affiliated portfolios | ||
Interest | 9% | |
Shares or Principal Amount | $ 5,008,070 | |
Cost | 5,008,070 | |
Fair Value | $ 5,008,070 | |
Fair Value Percentage of Total Portfolio | 0.30% | [1] |
Secured Loans - Not readily marketable | Shepherds Run | Investments in non-controlled/non-affiliated portfolios | ||
Interest | 8% | |
Shares or Principal Amount | $ 8,751,528 | |
Cost | 8,751,528 | |
Fair Value | $ 8,751,528 | |
Fair Value Percentage of Total Portfolio | 0.60% | [1] |
Secured Loans - Not readily marketable | SE Solar Loan | Investments in non-controlled/non-affiliated portfolios | ||
Interest | 9% | |
Shares or Principal Amount | $ 5,008,304 | |
Cost | 5,008,304 | |
Fair Value | $ 5,008,304 | |
Fair Value Percentage of Total Portfolio | 0.30% | [1] |
Money Market Funds: | ||
Cost | $ 67,392,443 | |
Fair Value | $ 67,392,443 | |
Fair Value Percentage of Total Portfolio | 4.80% | [1] |
Money Market Funds: | Allspring Treasury Plus Money Market Fund - Institutional Class | ||
Shares or Principal Amount | $ 16,823,110 | |
Cost | 16,823,110 | |
Fair Value | $ 16,823,110 | |
Fair Value Percentage of Total Portfolio | 1.20% | [1] |
Money Market Funds: | Fidelity Government Portfolio - Class I | ||
Shares or Principal Amount | $ 16,873,111 | |
Cost | 16,873,111 | |
Fair Value | $ 16,873,111 | |
Fair Value Percentage of Total Portfolio | 1.20% | [1] |
Money Market Funds: | First American Government Obligations Fund - Class X | ||
Shares or Principal Amount | $ 16,823,111 | |
Cost | 16,823,111 | |
Fair Value | $ 16,823,111 | |
Fair Value Percentage of Total Portfolio | 1.20% | [1] |
Money Market Funds: | First American Government Obligations Fund - Class Z | ||
Shares or Principal Amount | $ 50,000 | |
Cost | 50,000 | |
Fair Value | $ 50,000 | |
Fair Value Percentage of Total Portfolio | 0% | [1] |
Money Market Funds: | JP Morgan US Government Money Market Fund - Class L | ||
Shares or Principal Amount | $ 16,823,111 | |
Cost | 16,823,111 | |
Fair Value | $ 16,823,111 | |
Fair Value Percentage of Total Portfolio | 1.20% | [1] |
[1]Percentages are based on net assets of $1,439,310,632 as of December 31, 2021.[2]Includes assets that have not reached COD.[3]Includes the Canadian Northern Lights assets, which are located outside of the United States of America and are a Capital Stock investment.[4]Includes pre-acquisition and due diligence expenses[5]Includes capital leases and secured loans. |
Consolidated Schedules of Inv_2
Consolidated Schedules of Investments - Interest Rate Swaps (Parenthetical) | Dec. 31, 2021 USD ($) |
Fixed Pay Rate | 1.60% |
Notional Amount | $ 284,700,000 |
Interest rate swap contracts | |
Value | $ (7,501,983) |
Interest rate swap contracts | Fifth Third Financial Risk Solutions Due 02/29/2032 | |
Fixed Pay Rate | 2.261% |
Notional Amount | $ 15,406,096 |
Value | $ (767,195) |
Interest rate swap contracts | Fifth Third Financial Risk Solutions Due 12/31/2038 | |
Fixed Pay Rate | 2.648% |
Notional Amount | $ 26,207,255 |
Value | $ (1,899,786) |
Interest rate swap contracts | Fifth Third Financial Risk Solutions (Second Categorization) Due 12/31/2038 | |
Fixed Pay Rate | 2.965% |
Notional Amount | $ 3,607,242 |
Value | $ (378,543) |
Interest rate swap contracts | Fifth Third Financial Risk Solutions Due 12/31/2034 | |
Fixed Pay Rate | 2.688% |
Notional Amount | $ 31,616,866 |
Value | $ (2,294,124) |
Interest rate swap contracts | Fifth Third Financial Risk Solutions Due 6/30/2040 | |
Fixed Pay Rate | 1.642% |
Notional Amount | $ 5,314,050 |
Value | $ (106,475) |
Interest rate swap contracts | Canadian Imperial Bank Of Commerce Due 6/30/2044 | |
Fixed Pay Rate | 1.604% |
Notional Amount | $ 284,692,696 |
Value | $ (2,055,860) |
Organization and Operations of
Organization and Operations of the Company | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations of the Company | Note 1. Organization and Operations of the Company Organization Greenbacker Renewable Energy Company LLC (the “Company”) is a Delaware limited liability company formed in December 2012. The Company is a renewable energy and investment management company that acquires, constructs and operates renewable energy and energy efficiency projects, as well as finances the construction and/or operation of these and other sustainable development projects and businesses and provides investment management services to funds within the sustainable infrastructure and renewable energy industry. The Company conducts substantially all its operations through its wholly owned subsidiary, Greenbacker Renewable Energy Corporation (“GREC”). Until May 19, 2022, the Company was externally managed by Greenbacker Capital Management LLC (“GCM”). As of and 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. The Company’s fiscal year-end is December 31. The Company previously conducted continuous public offerings of Class A, C, and I shares of limited liability company interests, along with Class A, C, and I shares pursuant to the Company’s distribution reinvestment plan (“DRP”). Pursuant to the DRP, a shareholder owning publicly offered share classes may elect to have the full amount of cash distributions reinvested in additional shares. 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. As of February 1, 2021, the DRP was amended to include all of the Company's privately offered share classes, and thus is available to all of its existing public and private shareholders. As of November 30, 2020, pursuant to the Company's Registration Statement on Form S-3D (File No. 333-251021), it is offering up to $20.0 million in Class A, C and I shares to its existing shareholders pursuant to the DRP. The Company also offers a share repurchase program (the "SRP") pursuant to which quarterly share repurchases are conducted to allow shareholders to sell shares back to the Company. As of March 17, 2022, the Company is closed to new equity capital and is no longer offering shares except pursuant to the DRP. Management Internalization On May 19, 2022, the Company completed a management internalization transaction (the “Acquisition”) pursuant to which it acquired substantially all of the business and assets, including intellectual property and personnel of its external advisor, GCM, an investment management and 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 of 1940, as amended (the “Advisers Act”), Greenbacker Administration LLC ("Greenbacker Administration") and certain other affiliated companies. All of the acquired businesses and assets were immediately thereafter contributed by the Company to GREC. As a result of the Acquisition, the Company operates as a fully integrated and internally managed company with its own dedicated executive management team and other employees to manage its business and operations. The Company now 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. Refer to Note 3. Business Combinations for additional discussion of the Acquisition. Our Portfolio As of June 30, 2022, the Company’s fleet of renewable energy projects includes 425 solar, wind, biomass, battery storage, and energy efficiency projects domiciled in the United States and in Canada, as well as eight loans to developers of renewable energy projects. As of June 30, 2022, GCM served as the registered investment adviser of four funds in the renewable energy industry. For a detailed description, refer to Note 1. Organization and Operations of the Company as included in the Notes to the Consolidated Financial Statements as included in the Non-Investment Basis section of Item 1 of this Quarterly Report on Form 10-Q. Prior to May 19, 2022, Greenbacker Renewable Energy Company LLC (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 Investment Advisers Act of 1940, as amended (“Advisers Act”). GCM was acquired by the LLC as part of the Acquisition on May 19, 2022. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies Basis of Presentation Since inception and prior to the Acquisition, the Company’s historical financial statements were 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. 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 no longer exhibits the fundamental characteristics of, and no longer qualifies as, an investment company. The Company discontinued applying the guidance in ASC 946 and began to account for the change in status prospectively in accordance with other U.S. generally accepted accounting principles ("U.S. GAAP") topics (“Non-Investment Basis”) as of the date of the change in status, or May 19, 2022 (the closing date of the Acquisition). In accordance with ASC 946, the fair value of an investment at the 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 cash flows of the 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 Consolidated Financial Statements as of and for the historical periods as presented in this quarterly report on Form 10-Q (this “Quarterly Report”). As such, this Quarterly Report includes the following: Non-Investment Basis • Consolidated Balance Sheet as of June 30, 2022 (unaudited) • Consolidated Statement of Operations for the period from May 19, 2022 through June 30, 2022 (unaudited) • Consolidated Statement of Comprehensive Income for the period from May 19, 2022 through June 30, 2022 (unaudited) • Consolidated Statement of Redeemable Noncontrolling Interests and Equity for the period from May 19, 2022 through June 30, 2022 (unaudited) • Consolidated Statement of Cash Flows for the period from May 19, 2022 through June 30, 2022 (unaudited) • Notes to the Consolidated Financial Statements (unaudited) Investment Basis • Consolidated Statement of Assets and Liabilities as of December 31, 2021 • Consolidated Statements of Operations for the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through May 18, 2022 (unaudited) • Consolidated Statements of Operations for the three and six months ended June 30, 2021 (unaudited) • Consolidated Statements of Changes in Net Assets for the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through March 31, 2022 (unaudited) • Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2021 (unaudited) • Consolidated Statements of Cash Flows from the period from January 1, 2022 through May 18, 2022 and the six months ended June 30, 2021 (unaudited) • Consolidated Schedule of Investments as of December 31, 2021 • Notes to the Consolidated Financial Statements (unaudited) Change in Presentation due to Change in Status Effective May 19, 2022, the date of the change in status, the Company prospectively discontinued its application of ASC 946 and, as a result, changed the presentation of the Company's Consolidated Financial Statements. The most significant changes are: • The Consolidated Statement of Assets and Liabilities has been changed to a Consolidated Balance Sheet; • The Consolidated Statement of Operations is no longer presented in the format required under ASC 946. The Company will present the Consolidated Statement of Operations as required under Non-Investment Basis U.S. GAAP. A Consolidated Statement of Other Comprehensive Income (Loss) will be presented, if and when applicable; • The Consolidated Schedule of Investments has been removed; • The Consolidated Statement of Cash Flows has been changed, including now containing a section for investing activities; • Certain footnotes have been changed or removed to reflect conformity with applicable U.S. GAAP under a Non-Investment Basis; and • The Company re-evaluated its interests in all entities to determine whether they are variable interests, and re-evaluated its investments, including its investments in partially owned entities, to determine if they are variable interest entities ("VIEs"), as required under ASC Topic 810, Consolidation ("ASC 810"). The Company also re-evaluated consolidation considerations for all of its investments in VIEs and partially owned entities, as required under ASC 810. Applicable disclosures related to VIEs and other partially owned entities have been included in these Notes to the Consolidated Financial Statements. Prior to the May 19, 2022 change in status, the Company recorded its investments in the renewable energy projects at fair value and recorded the changes in fair value as an unrealized gain or loss. In accordance with ASC 946, the fair value of an investment at the date of the change in status shall be the investment's initial carrying amount on a Non-Investment Basis. Upon the change in status, this fair value accounting is no longer applicable, and the Company now presents on a consolidated basis the underlying assets and liabilities of its subsidiaries in accordance with the applicable U.S. GAAP. The following is a summary of the allocation of the net assets of the Company as of the date of the change in status, May 19, 2022: May 19, 2022 Total members' equity (net assets) $ 1,543,739,908 Plus: Fair value of redeemable noncontrolling interests and noncontrolling interests 74,813,714 Total net assets of the Company $ 1,618,553,622 Assets Cash, cash equivalents and Restricted cash $ 205,449,317 Other current assets 103,875,227 Total current assets 309,324,544 Property, plant and equipment 1,522,994,919 Intangible assets 465,375,389 Investments, at fair value 90,425,067 Derivative assets 118,547,764 Other noncurrent assets 36,360,786 Total noncurrent assets 2,233,703,925 Total assets 2,543,028,469 Liabilities Accounts payable and accrued expenses $ 59,521,770 Other current liabilities 67,617,947 Total current liabilities 127,139,717 Long-term debt, net 501,200,081 Out-of-market contracts 229,576,646 Other noncurrent liabilities 66,558,403 Total noncurrent liabilities 797,335,130 Total liabilities 924,474,847 Total members' equity, redeemable noncontrolling interests and noncontrolling interests $ 1,618,553,622 The Company will continue to recognize and measure its redeemable noncontrolling interests (“RNCI”), Derivative assets (current and noncurrent) and Investments, at fair value. Refer to Note 16. Noncontrolling Interests and Redeemable Noncontrolling Interests, Note 10. Derivative Instruments and Note 5. Fair Value Measurements and Investments for further information surrounding fair value approach and inputs used. Basis of Consolidation The Consolidated Financial Statements and related notes have been prepared on the Non-Investment Basis of accounting in accordance with U.S. GAAP and in conformity with the rules and regulations of the Securities and Exchange Commission ("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. Management has determined that Greenbacker Development Opportunities Fund I, LP (“GDEV”), a consolidated subsidiary of the Company (refer to Note 13. Variable Interest Entities for additional discussion), is an investment company under ASC 946 for the purposes of financial reporting. In accordance with ASC 946, when an investment company’s results of operations are consolidated with and into the financial statements of a company that does not follow ASC 946, the results of operations and statement of financial position of the investment company shall continue to be presented in accordance with ASC 946. As such, in the preparation of the Consolidated Financial Statements, GDEV is presented in the Consolidated Financial Statements of the Company utilizing ASC 946 accounting requirements. ASC 946 requires investments of an investment company to be recorded at the estimated fair value in the Consolidated Balance Sheet and the unrealized gains and/or losses in an investment’s fair value to be recognized on a current basis in the Consolidated Statement of Operations. All of the investments held by GDEV are presented at their estimated fair values within Investments, at fair value in the Company’s Consolidated Balance Sheet as of June 30, 2022. Additionally, the revenue, expenses and income of GDEV are included in the appropriate captions within the Company’s Consolidated Statement of Operations. Variable Interest Entities The Company assesses entities for consolidation in accordance with ASC 810. The Company first considers whether an entity is considered a VIE and therefore whether to apply the VIE model. Entities that do not qualify as VIEs are evaluated for consolidation as voting interest entities (“VOE”) under the voting interest model. The Company consolidates all VIE’s in which it holds a controlling financial interest, and all VOE’s that it controls through a majority voting interest or through other means. The Company evaluates whether an entity is a VIE upon acquisition of ownership interest or when reconsideration events occur as outlined per ASC 810. The consolidation guidance requires an analysis to determine (a) whether an entity in which the Company holds a variable interest is a VIE and (b) whether the Company’s has a controlling financial interest. An entity is a VIE if any one of the following conditions exist: (i) the legal entity does not have sufficient equity investment at risk, (ii) the equity investors at risk, as a group, lack the characteristics of a controlling financial interest, or (iii) the legal entity is structured with disproportionate voting rights. A controlling financial interest is defined as (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Refer to Note 13. Variable Interest Entities for further details. Equity Method Investments When the Company does not have a controlling financial interest in an entity but exerts significant influence over the entity’s operating and financial decisions, the Company applies the equity method of accounting. The Company has elected the fair value option for each of its equity method investments. The Company reflects changes in the fair value of its equity method investments in Net unrealized gain on investments on the Consolidated Statement of Operations. Dividend income is recorded in Other revenue on the Consolidated Statement of Operations as of the date that dividends are declared by the investee. The value of the Company's equity method investments are recorded to Investments, at fair value on the Consolidated Balance Sheet. During September 2021, OYA Solar B1 Intermediate Holdco LLC ("OYA Solar") was formed. As of June 30, 2022, the Company’s investment represented approximately 50.00% of OYA Solar’s issued and outstanding equity shares. The Company determined that it does not have a controlling financial interest in OYA Solar but could exert significant influence over operating and financial policies because of our ownership interest in OYA Solar. Accordingly, the Company accounted for its investment in the preferred shares of OYA Solar as an equity method investment and elected the fair value option for this investment. As of June 30, 2022, the value of the Company's investment in OYA Solar was $13.5 million, which is recorded within Investments, at fair value on the Consolidated Balance Sheet. For the period ended June 30, 2022, the Company recorded no unrealized gain or loss and no dividend income with respect to this investment. During February 2016, Aurora Solar Holdings, LLC ("Aurora Solar") was formed. As of June 30, 2022, the Company’s investment represented approximately 49.00% of Aurora Solar’s issued and outstanding common shares. The Company determined that it does not have a controlling financial interest in Aurora Solar but could exert significant influence over operating and financial policies because of its ownership interest in Aurora Solar. Accordingly, the Company accounted for its investment in the common shares of Aurora Solar as an equity method investment and elected the fair value option. As of June 30, 2022, the value of the Company's investment in Aurora Solar was $71.7 million, which is recorded within Investments, at fair value on the Consolidated Balance Sheet. For the period ended June 30, 2022, the Company recorded an unrealized loss of $1.4 million and dividend income of $1.0 million, with respect to Aurora Solar, which is recorded in Net unrealized gain on investments and Other revenue, respectively, on the Consolidated Statement of Operations. Noncontrolling Interests, Redeemable Noncontrolling Interests and Hypothetical Liquidation at Book Value (“HLBV”) Noncontrolling interests (“NCI”) represent the portion of the Company’s net income (loss), net assets and comprehensive income (loss) that are not allocable to the Company as they represent third-party interests in the net assets of the respective entity and are based on the contractual allocations within the respective operating agreement or allocated to NCI attributable to the limited partner investors. For certain NCI when the preferences on profit sharing on liquidation rights and priorities differ from the ownership percentages, the Company considers ASC Topic 970, Real Estate - General ("ASC 970") and applies the HLBV method of reporting. Under the HLBV method, the amounts of income and loss attributed to the NCI reflect the changes in the amounts the third parties would hypothetically receive at each balance sheet date based on the liquidation provisions of the respective partnership agreements. HLBV assumes that the proceeds available for distribution are equivalent to the unadjusted, stand-alone net assets of each respective partnership, as determined under U.S. GAAP. The third party noncontrolling interests in the Consolidated Statement of Operations and Consolidated Statement of Comprehensive Income, if applicable, are determined based on the difference in the carrying amounts of NCI on the Consolidated Balance Sheet between reporting dates, adjusted for any capital transactions between the Company and third-party investors that occurred during the respective period. The Company accounts for the portion of net assets in the consolidated entities attributable to the noncontrolling investors as RNCI or NCI in its Consolidated Financial Statements using the HLBV method. NCI in subsidiaries that are redeemable at the option of the NCI holder are classified as RNCI on the Consolidated Balance Sheet. Refer to Note 16. Noncontrolling Interests and Redeemable Noncontrolling Interests for further details. Use of Estimates The preparation of the Company’s Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include investments in highly liquid money market instruments with an original maturity of three months or less. Restricted Cash Restricted cash consists of cash accounts used as collateral for letters of credit and financial institutional loan requirements that are restricted for use on certain of the Company's renewable energy projects. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts. Accounts receivable also include unbilled accounts receivable, which is comprised of the monthly power generated under power purchase agreements ("PPAs") not yet invoiced. The Company reviews its accounts receivable for collectability and records an allowance for doubtful accounts for estimated uncollectible accounts receivable as deemed necessary. Accounts receivable are written off when they are no longer deemed collectible. The allowance is based on the Company's assessment of known delinquent accounts, historical experience and other currently available evidence of the collectability and the aging of accounts receivable. The underlying assumptions, estimates and assessments the Company uses to provide for losses are updated to reflect the Company's view of current conditions. Changes in such estimates could significantly affect the allowance for losses. It is possible the Company will experience credit losses that are different from the Company's current estimates. Based on the Company's assessment performed as of June 30, 2022, no allowance for doubtful accounts was recorded. Fair Value Measurements ASC Topic 820, Fair Value Measurement ("ASC 820") 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. Refer to Note 5. Fair Value Measurements and Investments for further details. Property, Plant and Equipment, net Property, plant and equipment is stated at historical cost net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated remaining useful lives of individual assets or classes of assets noted in the table below. Additions and improvements extending asset lives beyond their remaining estimated useful lives are capitalized, while repairs and maintenance, including planned major maintenance, are charged to expense as incurred. Asset Class Useful Lives (Years) Solar energy systems 35 Wind energy systems 30 Battery storage systems 10 All costs directly related to the acquisition, development, and construction of long-lived assets are capitalized, including taxes and insurance incurred during the construction phase. A portion of interest costs, including amortization of debt issuance and financing costs associated with the generation facilities' financing arrangements, are capitalized during construction. Development costs includes the project development costs, which are expensed until it is probable that commercial success will be achieved. Once the assets are placed into service, all of t he capitalized costs are depreciated over the estimated useful lives of the assets. Refer to Note 6. Property, Plant and Equipment for further details. Goodwill Goodwill reflects the excess of the consideration transferred, including the fair value of any contingent consideration, over the assigned fair values of the identifiable net assets acquired. Goodwill is not amortized and is tested for impairment at least on an annual basis at the beginning of the fourth quarter or more frequently if facts or circumstances indicate that the goodwill might be impaired. In assessing goodwill for impairment, the Company may elect to use a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of goodwill is less than its carrying amount. If the Company determines it is not more likely than not that the fair value of goodwill is less than its carrying amount, the Company will not be required to perform any additional tests in assessing goodwill for impairment. If the Company concludes otherwise, or elects not to perform the qualitative assessment, then the Company will be required to perform the quantitative impairment test. If the estimated fair value of the reporting unit is less than its carrying value, the Company performs additional quantitative analysis to determine if the reporting unit’s goodwill has been impaired. Impairment is indicated if the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, and an impairment charge is recognized for the differential. During the period ended June 30, 2022, the Company recorded $220.9 million of goodwill related to the Acquisition, which is not deductible for tax purposes. Refer to Note 7. Goodwill, Other Intangible Assets and Out-of-market Contracts for further details. Amortizable and Other Intangible Assets and Out-of-market Contracts Contract-based intangible assets, including intangible assets and liabilities (out-of-market contracts) associated with PPAs and renewable energy credit ("REC") agreements, represent the value of rights that arise from contractual arrangements. When the Company acquires a project with an existing PPA or REC agreement in an asset acquisition or business combination and the terms of the contract are favorable or unfavorable relative to market terms, the Company recognizes intangible assets or liabilities in its accounting for the acquisition. In addition, in the Company’s accounting for the transition from the Investment Basis to the Non-Investment Basis, the Company identified and recorded contract-based intangible assets and liabilities associated with its existing PPAs and REC agreements, as applicable. The Company amortizes identifiable intangible assets consisting of channel partner relationships, out-of-market PPAs, out-of-market REC contracts and trademarks because these assets have finite lives. The Company’s amortizable intangible assets with finite lives are amortized on a straight-line basis over the estimated useful lives. The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful lives. The contract-based intangible assets and liabilities (out-of-market contracts) associated with PPA and REC agreements 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. Amortization expense related to the Company's finite lived intangible assets was $2.9 million for the period ended June 30, 2022. This includes $1.8 million of net contract amortization on PPA and REC contract intangible assets and out-of-market contracts recorded within Contract amortization, net and $1.1 million of amortization expense on channel partner relationships and trademark intangible assets recorded within Depreciation, amortization and accretion on the Consolidated Statement of Operations. Refer to Note 7. Goodwill, Other Intangible Assets and Out-of-market Contracts for further details. Impairment of Long-Lived Assets In accordance with ASC Topic 360, Property, Plant, and Equipment, long-lived assets and intangible assets with determinable useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used, is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets and would be charged to earnings. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the costs to sell. The Company did not recognize any impairment charges on long-lived assets for the period ended June 30, 2022. Notes Receivable The Company’s notes receivable consists of loans made by the Company, who serves as the debt holder, to different entities, serving as borrowers, as a way to finance the development and construction of renewable energy projects. The Company accounts for its notes receivable in accordance with ASC Topic 310, Receivables ("ASC 310"). In accordance with ASC 310, notes receivable held for investment are reported on the balance sheet at their amortized cost basis. The amortized cost basis is the amount at which a financing receivable or investment is originated or acquired, adjusted for applicable accrued interest, accretion, or amortization of premium, discount, and net deferred fees or costs, or other adjustments. The Company's notes receivable were all issued at their respective principal amounts. Interest income will be recognized based on the contractual rate in the loan agreement and any premium/discount will be amortized to interest income using the effective interest rate method. Further, for loans where paid in kind interest at the election of the borrower is present and for loans where the rate of interest changes over the life of the loan, such interest rate features will be considered and included in the effective interest rate calculation and recognition of interest income. The Company does not currently maintain a loan loss allowance as it has not experienced any such losses in historical periods and does not anticipate future losses. The Company evaluates any potential need for loan loss reserves on a periodic basis based on relevant internal and external factors that affect loan collectability, including the amount of outstanding loans owed to the Company, current collection patterns and current economic trends. As these conditions change, the Company may need to record allowances in future periods. The Company classifies its loans on a current (due within 12 months of reporting date) and long term (due in excess of 12 months from reporting date) basis in accordance with stated maturity dates. Interest income from the notes receivable represents ordinary business activities and are presented as Other revenue on the Consolidated Statement of Operations. The Company’s n otes receivables consists of the following: As of June 30, 2022 Interest rate Maturity date Notes receivable, current Chaberton $ 6,850,039 8.00% 10/14/2022 (1) New Market 5,008,070 9.00% 9/30/2022 (2) SE Solar 5,008,304 9.00% 9/30/2022 (3) Shepherds Run 8,751,528 8.00% 9/30/2022 (4) Cider 13,929,230 8.00% 6/30/2022 (5) Total notes receivable, current 39,547,171 Notes receivable, noncurrent Kane Warehouse 330,871 10.25% 2/28/2025 Total notes receivable, noncurrent 330,871 Total notes receivable 39,878,042 (1) The loan was paid in full on October 14, 2022. (2) Option for purchase agreement exercised on September 30, 2022. The parties involved are working in good faith to enter into a purchase agreement and close on the transaction by December 31, 2022. (3) The maturity date was amended to December 31, 2022. (4) Effective as of September 30, 2022, the maturity date was amended to December 31, 2023. (5) The maturity date was amended to March 31, 2023. The notes receivable current, are recorded within Notes receivable, current on the Consolidated Balance Sheet. The notes receivable, noncurrent are recorded within Other noncurrent assets on the Consolidated Balance Sheet. The Company's Consolidated Balance Sheet includes two additional loans as a result of the consolidation of GDEV. As all of the investments held by GDEV are presented at their estimated fair values, the Company has recorded $14.3 million within Investments, at fair value on the Consolidated Balance Sheet related to these loans. Debt Issuance, Deferred Financing Costs and Debt Discount Deferred financing costs are amortized over the term of the Company’s financing arrangements using the effective interest method as a component of interest expense. Unamortized deferred financing costs are reflected as an offset to the scheduled principal payments and are presented as a reduction of Long-term debt, net of current portion, on the Consolidated Balance Sheet. As a result of the change in status from the Investment Basis to the Non-Investment Basis, the Company recorded a debt discount given that the fair value of the majority of its debt facilities was lower than the outstanding principal balance. The total debt discount recorded on May 19, 2022, the date of the change in status, was $29.6 million. Unamortized debt discounts are reflected as an offset to the scheduled principal payments and are presented as a reduction to Long-term debt, net of current portion on the Consolidated Balance Sheet. Refer to Note 9. Debt for further details. Acquisitions For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The consideration transferred for the acquired business is allocated to the assets acquired and liabilities assumed based on the fair values at the date of acquisition, including identifiable intangible assets. Any excess of the amount paid over the estimated fair value of the identifiable net assets acquired is allocated to goodwill. These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, implied rate of return and weighted average cost of capital, asset lives and market multiples, among other items. Acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred. Asset acquisitions are measured based on the cost to the Company, including transaction costs. Asset acquisition costs, or the consideration transferred by the Company, are assumed to be equal to the fair value of the net assets acquired. If the consideration transferred is cash, measurement is based on the amount of cash paid to the seller, as well as transaction costs incurred. The cost of an asset acquisition is allocated to the assets acquired based on their relative estimated fair values. Goodwill is not recognized in an asset acquisition. 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 June 30, 2022, the Company has recorded a liability of $16.5 million within Contingent consideration, current on the Consolidated Balance Sheet related to these agreements. Segment Information ASC Topic 280, Segment Reporting (“ASC 280”) 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 chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company manages its business as two operating segments and two reportable segments. Segment information is consistent with how the CODM reviews the business, makes resource allocation decisions, and assesses performance. Refer to Note 19. Segment Reporting for further details. Distribution Policy D |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Note 3. Business Combinations Acquisition On May 19, 2022, the Company completed a management internalization transaction pursuant to which it acquired substantially all of the business and assets including intellectual property and personnel of its external advisor, GCM, Greenbacker Administration and Greenbacker Development Opportunities GP I, LLC ("GDEV GP") (collectively, the “Acquired Entities”). All of the acquired business and assets were immediately thereafter contributed by the Company to GREC. Additionally, as a result of the Acquisition, the Company acquired a controlling interest in GDEV and, as such, in connection with the Acquisition is required to consolidate the results of operations and financial position of GDEV. Refer to Note 13. Variable Interest Entities for additional discussion. The Acquisition was implemented under the terms of a contribution agreement (the “Contribution Agreement”), dated as of May 19, 2022, by and between the Company and GCM's former parent, Group LLC, a subsequent contribution agreement between the Company and GREC pursuant to which all the acquired businesses and assets were immediately contributed by the Company to GREC, and certain related agreements. In connection with the Acquisition, Group LLC received consideration of 24,365,133 Class P-I common shares, par value $0.001 per share (the “Class P-I shares”) and 13,071,153 of a newly created class of common shares of the Company designated as the Earnout Shares, par value $0.001 per share. The number of Class P-I shares issued in the transaction was based on $8.798 per Class P-I share, the last reported net asset value published by the Company on March 31, 2022 ( or an aggregate value of $214.4 million , net of seller related deal fees and expenses paid by the Company) . In accordance with ASC 805, the Company is required to determine the fair value of consideration transferred as of the Acquisition close date of May 19, 2022, which value was determined to be $8.81 per Class P-I share (or an aggregate value of $214.7 million, net of seller related deal fees and expenses paid by the Company). The Earnout Shares are divided into three separate series, designated as “Tranche 1 Earnout Shares,” “Tranche 2 Earnout Shares,” and “Tranche 3 Earnout Shares.” The Earnout Shares 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 (consisting of 378,874 Class A Tranche 3 Earnout Shares and 3,978,177 Class B Tranche 3 Earnout Shares). All of the Earnout Shares except for the Class B Tranche 3 Earnout Shares were considered purchase consideration in the Acquisition (see below under "Share-based compensation" for further discussion of the Class B Tranche 3 Earnout Shares). Each separate series of Earnout Shares initially do not have the right to participate in any distributions payable by the Company. However, upon the achievement of separate benchmark quarter-end run-rate revenue targets applicable to each series, or upon the occurrence of certain liquidity events, each series of Earnout Shares can become “Participating Earnout Shares.” The run-rate revenue of the Company or GREC (the “Run Rate Revenue”) upon which the benchmark targets are based is determined primarily by the calculation of third-party management fee revenue during each quarter and additional capital raised from the closing of the Acquisition through December 31, 2025 (as may be extended to December 31, 2026 upon the achievement of certain Run Rate Revenue targets). The Earnout Shares may become Participating Earnout Shares as follows: (i) if the Run Rate Revenue during any calendar quarter exceeds $8.3 million but is less than $12.5 million, 2,904,410 of the Tranche 1 Earnout Shares will automatically achieve the status of Participating Earnout Shares, with the balance of such Tranche 1 Earnout Shares becoming Participating Earnout Shares ratably up to $12.5 million of Run Rate Revenue, and if the Run Rate Revenue during any calendar quarter equals or exceeds $12.5 million, 100% of the Tranche 1 Earnout shares will automatically achieve the status of Participating Earnout Shares; (ii) if the Run Rate Revenue during any calendar quarter exceeds $16.7 million but is less than $25.0 million, 2,904,410 of the Tranche 2 Earnout Shares will automatically achieve the status of Participating Earnout Shares, with the balance of such Tranche 2 Earnout Shares becoming Participating Earnout Shares ratably up to $25.0 million of Run Rate Revenue, and if the Run Rate Revenue during any calendar quarter equals or exceeds $25.0 million, 100% of the Tranche 2 Earnout shares will automatically achieve the status of Participating Earnout Shares; and (iii) if the Run Rate Revenue during any calendar quarter exceeds $25.0 million but is less than $37.5 million, the Class A Tranche 3 Earnout Shares and 2,525,827 of the Class B Tranche 3 Earnout Shares will automatically achieve the status of Participating Earnout Shares, with the balance of such Class B Tranche 3 Earnout Shares becoming Participating Earnout Shares ratably up to $37.5 million of Run Rate Revenue, and if the Run Rate Revenue during any calendar quarter equals or exceeds $37.5 million, 100% of the Tranche 3 Earnout shares will automatically achieve the status of Participating Earnout Shares. Upon achieving Participating Earnout Share status, such Earnout Shares will become entitled to priority allocations of profits and increases in value from the Company, and will (i) have equivalent economic and other rights as the Class P-I shares of the Company, (ii) vote together as a single class with the Class P-I shares on all matters submitted to holders of Class P-I shares generally, (iii) not have separate voting rights on any matters (other than amendments to the terms of the Participating Earnout Shares that affect such Participating Earnout Shares adversely and in a manner that is different from the terms of the Class P-I shares), and (iv) have the right to participate in all distributions payable by the Company, as if they were, and on a pari passu basis with, the Class P-I shares, subject to, with respect to (i) and (iv), the allocation of sufficient amounts to the Earnout Shares. At its election, a holder may convert its Participating Earnout Shares into Class P-I shares after the holder’s Earnout Shares have been allocated sufficient profits or increases of value from the Company. The aggregate purchase consideration transferred from the Company to Group LLC in exchange for the equity interests in the Acquired Entities totaled $335.0 million assuming the then share price of $8.798 per share, the last reported net asset value published by the Company on March 31, 2022. In accordance with ASC 805, the Company is required to determine the fair value of consideration transferred as of the Acquisition close date of May 19, 2022. The aggregate purchase consideration is valued at $294.1 million, which was paid in the form of the Class P-I shares (“Equity consideration” in the table below) and all of the Earnout Shares except for the Class B Tranche 3 Earnout Shares (“Contingent consideration” in the table below) as described above. As of the Acquisition close date, the fair value of the Class P-I shares was determined to be $8.81 per Class P-I share. The preliminary fair value of the contingent consideration is estimated to be $73.6 million, which is included in Contingent consideration on the Consolidated Balance Sheet. The total number of shares initially issued was based on a “preliminary” consideration calculation and was subject to an adjustment to arrive at a “final” consideration amount. The Earnout Shares included in purchase consideration are classified as contingent consideration liabilities and are subject to recurring fair value measurements. The following is a summary of the purchase consideration, as well as the fair value of the noncontrolling interests in GDEV GP and GDEV at the acquisition date: Fair value of consideration transferred: Equity consideration $ 214,926,938 Contingent consideration 73,600,000 Assumed expenses of Group LLC 6,227,104 Assumed debt (paid at closing) 1,500,000 Extinguishment of liabilities (2,171,328) Total purchase consideration $ 294,082,714 Fair value of the Company’s investment in GDEV (held before the Acquisition) 3,768,406 Fair value of the noncontrolling interest in GDEV GP 533,315 Fair value of the noncontrolling interest in GDEV 45,445,898 Total amount to allocate to net assets acquired and consolidated $ 343,830,333 As a result of the Company obtaining control over GDEV, the Company’s previously held interest in GDEV was remeasured to fair value. The Company’s interest in GDEV had previously been measured at fair value under ASC 946 and therefore did not result in an adjustment or gain or loss recognized. The Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired, and liabilities assumed, based upon their estimated fair values as of the acquisition date. In conjunction with the application of the acquisition method of accounting, the Company recognized the noncontrolling interests in GDEV GP and GDEV at fair value as of the acquisition date. The fair value of the noncontrolling interests, a Level 3 fair value measurement, was determined based upon a discounted cash flow methodology. The excess of the purchase price over the tangible and intangible assets acquired, and liabilities assumed, has been recorded as Goodwill on the Consolidated Balance Sheet. The Acquisition resulted in recorded goodwill of $220.9 million as a result of a higher consideration multiple paid driven by quality of the operations, including the workforce, and how the Company expects to leverage and scale the business to create additional value for its shareholders. The Company will evaluate this goodwill for impairment on an annual basis and will not amortize the acquired goodwill balance for financial statement purposes. Goodwill is not expected to be deductible for income tax purposes. The goodwill was allocated $200.9 million to the Independent Power Producer segment and $20.0 million to the Investment Management segment. Refer to Note 7. Goodwill, Other Intangible Assets and Out-of-market Contracts for further discussion on the goodwill recorded as a result of the Acquisition. The following table summarizes the preliminary allocation of estimated fair value of the assets acquired and liabilities assumed, at the date of the Acquisition, and the resulting consolidation of GDEV GP and GDEV: Estimated fair value of assets and liabilities acquired: Net working capital (including cash) $ 8,819,403 Property, plant and equipment 75,594 Investments, at fair value and other noncurrent assets 42,355,783 Trademarks 2,800,000 Channel partner relationships 95,100,000 Carried interest 278,689 Other liabilities (759,902) Deferred tax liability (25,779,277) Goodwill 220,940,043 Sum of acquired and consolidated net assets $ 343,830,333 The fair values of the acquired trade accounts receivables, prepaid and other current assets, accounts payable and accrued expenses, and other current liabilities approximate their carrying values due to the short-term nature of the expected timeframe to collect the amounts due, realize the balances, or settle the amounts payable, accrued expenses, and the related cash inflows or outflows are not expected to materially vary from the contractual amounts. As part of the purchase price allocation, the Company also determined the identifiable intangible assets were: (i) channel partner relationships and (ii) trademarks. The fair values of the intangible assets were estimated using the income approach, specifically the multi-period excess earnings method. The discounted cash flows used in the fair value determination of these intangible assets were based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital. These non-recurring fair value measurements are primarily determined using these unobservable inputs. Accordingly, these fair value measurements are classified within Level 3 of the fair value hierarchy. The following table summarizes the acquired goodwill and identifiable intangible assets, acquisition date estimated fair value, and weighted average amortization period: Identified intangible asset Acquisition date fair value Weighted-average amortization period (years) Trademarks $ 2,800,000 12 Channel partner relationships 95,100,000 11 Goodwill 220,940,043 — In conjunction with the Acquisition, the Company incurred $3.4 million of buyer transaction costs during the six months ended June 30, 2022, of which $2.6 million was recognized in Operating expenses in the Consolidated Statements of Operations under the Investment Basis during the period from January 1, 2022 through May 18, 2022. The residual $0.8 million of buyer transaction costs were recognized in General and administrative expenses in the Consolidated Statement of Operations for the period ended June 30, 2022. The results of operations from the Acquired Entities are included in the Consolidated Financial Statements of the Company from the date of Acquisition. The revenue contributed by the Acquisition during the period from May 19, 2022 to June 30, 2022 was not material. No pro forma information has been included in these Consolidated Financial Statements for the period that the Acquired Entities were not part of the consolidated results as they are not material. Share-based compensation In connection with the Acquisition, the Earnout Shares were issued to Group LLC. Group LLC then distributed to its members the Class P-I shares and a majority of the Earnout Shares (including Tranche 1 Earnout Shares, Tranche 2 Earnout Shares and Class A of Tranche 3 Earnout Shares). Class B of the Tranche 3 Earnout Shares, however, were distributed by Group LLC to GB EO Holder LLC (“EO Holder”), an entity formed by Group LLC with the sole purpose of holding the Class B Tranche 3 Earnout Shares and distributing its equity to employees of the Company. As such, the Class B Tranche 3 Earnout Shares are classified as share-based compensation as a result of the issuance of the EO Holder equity to employees of the Company by Group LLC in exchange for their employment services post Acquisition as a vesting condition. Accordingly, the Class B Tranche 3 Earnout Shares are not part of the consideration transferred, and the Company will account for the issuance of these shares to employees in accordance with ASC 718. EO Holder had 3,978,177 equity awards authorized to be issued, and in connection with the above described issuances to employees of the Company, issued 3,198,135 awards in the period from May 19, 2022 through June 30, 2022, all to employees of the Company. The EO Holder equity awards issued (“EO Awards”) are equity classified, and compensation expense shall be based on the grant-date fair value of the GB EO Holder equity awards, $10.96 per share, which was based on the grant-date fair value of the Class B Tranche 3 Earnout Shares held by EO Holder. EO Awards shall vest in one, two or three tranches over a service period ranging from one two For the period ended June 30, 2022, the Company recognized share-based compensation expenses of $1.3 million which is included in General and administrative expenses in the Consolidated Statement of Operations. As of June 30, 2022, unrecognized share-based compensation expense associated with the EO Awards is $33.7 million, which is expected to be amortized over a weighted average period of 2.9 years. In addition, prior to the Acquisition, GDEV GP had issued carried interest to GREC as the initial investor in GDEV and to certain employees of GCM that provided services to GDEV GP. Holders of carried interest receive distributions based on carried interest received by GDEV GP from GDEV, once the management fee shortfall has been reduced to zero. Vesting among employees is based on either the continued service of the participant or on the achievement of performance goals set out in the applicable award agreement. There was no change to the carried interest holdings as a result of the Acquisition. The Company accounts for the carried interests issued to employees in accordance with ASC Topic 710, Compensation - General ("ASC 710"). The carried interests issued to employees are liability classified, and compensation expense for the carried interests is based on the change in the fair value of the carried interests. Compensation expense recognized on the carried interests and the associated unrecognized compensation expense were immaterial for the period ended June 30, 2022. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 4. Revenue Disaggregation of Revenue The following table provides information on the disaggregation of revenue as recorded in the Consolidated Statement of Operations: Period ended June 30, 2022 Energy sales $ 17,858,837 RECs and other incentives 1,885,233 Investment Management revenue 209,040 Other revenue 1,499,477 Contract amortization, net (1,837,719) Total revenue 19,614,868 Less: Contract amortization, net 1,837,719 Less: Lease revenue (1,406,912) Less: Investment, dividend and interest income (1,658,289) Total revenue from contracts with customers $ 18,387,386 Contract Amortization Intangible assets and out-of-market contracts recognized from PPAs and REC contracts assumed through acquisitions related to the sale of energy in future periods for which the fair value has been determined to be less (more) than market are amortized to revenue over the term of each underlying contract on a straight-line basis. Contract Balances Company billing practices are dictated by the contract terms and are typically done in arrears based upon the amount of power delivered in the prior period. The Company did not record any contract assets as of June 30, 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 Sheet, the Company had a receivable balance of $21.3 million related to contracts with customers as of June 30, 2022. The Company's receivable balance related to contracts with customers as of May 19, 2022 was $25.1 million. The Company did not record any contract liabilities as of June 30, 2022, as there were no amounts received in advance from contracts with customers. Costs to Obtain a Contract The Company’s incremental costs of obtaining a contract (i.e., commissions) are recognized as an asset if the entity expects to recover them. These costs are amortized over the expected period of benefit of the related contracts. The amounts capitalized as of June 30, 2022 are not material. Remaining Performance Obligations Remaining performance obligations represent fixed contracted revenue related to the Company's commitment to deliver a certain number of RECs in the future that has not been recognized, which includes amounts that will be billed and recognized as revenue in future periods. As of June 30, 2022, the Company had $16.1 million of remaining performance obligations. The following table includes the approximate amounts expected to be recognized related to remaining performance obligations as of December 31: Amount 2022 $ 3,123,608 2023 6,091,569 2024 4,165,616 2025 1,161,243 2026 1,028,875 Thereafter 563,586 Total $ 16,134,497 |
Fair Value Measurements and Inv
Fair Value Measurements and Investments | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Investments | Note 5. 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. Refer to Note 2. Significant Accounting Policies for the definitions of each of the three levels. The following table presents the fair values of the Company's financial assets and liabilities as of June 30, 2022 and the basis for determining their fair values: Fair value as of June 30, 2022 Level 1 Level 2 Level 3 Total Derivative assets $ — $ 133,886,940 $ — $ 133,886,940 Derivative liabilities — (82,355) (82,355) Other investments — — 46,286,141 46,286,141 Equity method investments — — 85,219,305 85,219,305 Contingent consideration — — (73,600,000) (73,600,000) Total $ — $ 133,804,585 $ 57,905,446 $ 191,710,031 The Company does not have any non-financial assets or liabilities measured at fair value as of June 30, 2022. The Company uses several different valuation techniques to measure the fair value of assets and liabilities. Certain financial instruments may be valued using multiple inputs, including discount rates, expected cash flows, and other inputs. The assessment of the significance of any particular input to the fair value measurement requires judgment and may affect the fair value measurement of assets and liabilities and the placement of those assets and liabilities within the fair value hierarchy levels. Non-performance risk, including the consideration of a credit valuation adjustment, is also considered in the determination of fair value for all assets and liabilities measured at fair value. There were no transfers between Levels 1, 2, or 3 for the period ended June 30, 2022. Derivative assets and liabilities—The Company estimates the fair value of its interest rate derivatives using a discounted cash flow valuation technique based on the net amount of estimated future cash flows related to the agreements. The primary inputs used in the fair value measurement include the contractual terms of the derivative agreements, current interest rates, and credit spreads. The significant inputs for the resulting fair value measurement are market-observable inputs, and thus the swaps are classified as Level 2 in the fair value hierarchy. Other investments and Equity method investments—In the table above, certain other investments and equity method investments may be valued at the purchase price for a period of time after an acquisition as the best indicator of fair value. In addition, certain valuations of investments may be entirely or partially derived by reference to observable valuation measures for a pending or consummated transaction. In the absence of quoted prices in active markets, the Company uses a variety of techniques to measure the fair value of its investments. The methodologies incorporate the Company’s assumptions about the factors that a market participant would use to value the investment. The various unobservable inputs used to determine the Level 3 valuations may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements. The Company's other investments are a result of consolidating the financial position and results of operations of GDEV. The following table presents a summary of investments held by GDEV: As of June 30, 2022 Investment Type Fair Value Percentage of Investments of GDEV Equity interests $ 31,983,291 69.1 % Secured loans 14,302,850 30.9 % Total $ 46,286,141 100.0 % The equity interests held by GDEV include preferred stock, common stock, and other types of equity interests of investments. As of June 30, 2022, the value of the Company's investments in OYA Solar and Aurora Solar, its equity method investments, were $13.5 million and $71.7 million, respectively. Other and equity method investments are recorded to Investments, at fair value on the Consolidated Balance Sheet as of June 30, 2022. The Company recognized an unrealized gain (loss) associated with the other and equity method investments of $1.9 million and $(1.4) million, respectively, for the period ended June 30, 2022. The net unrealized gain is reflected in Net unrealized gain on investments 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 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 contingent consideration is reflected in Contingent consideration included in noncurrent liabilities on the Consolidated Balance Sheet. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 6. Property, Plant and Equipment Property, plant and equipment, net consists of the following: June 30, 2022 Land $ 9,091,123 Plant and equipment 1,532,903,661 Asset retirement obligation 29,958,940 Other 1,211,056 Total property, plant and equipment $ 1,573,164,780 Accumulated depreciation (5,001,197) Property, plant and equipment, net $ 1,568,163,583 |
Goodwill, Other Intangible Asse
Goodwill, Other Intangible Assets and Out-of-market Contracts | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Other Intangible Assets and Out-of-market Contracts | Note 7. Goodwill, Other Intangible Assets and Out-of-market Contracts Goodwill As of May 19, 2022, the closing date of the Acquisition, and as of June 30, 2022, goodwill totaled $220.9 million. Other Intangible Assets and Out-of-market Contracts The Company has two categories of intangibles, those related to the Acquisition discussed in Note 3. Business Combinations, and those related to the Company's consolidated subsidiaries resulting from PPA and REC contracts. Other intangible assets consisted of the following: Gross carrying amount Accumulated amortization Net intangible assets as of June 30, 2022 Amortization period PPA contracts $ 403,207,826 $ (2,439,370) $ 400,768,456 8-35 years PPA contracts - signed MIPA assets (1) 16,907,757 — 16,907,757 N/A REC contracts 45,042,382 (146,536) 44,895,846 1-21 years Trademarks 2,800,000 (28,767) 2,771,233 12 years Channel partner relationships 95,100,000 (1,079,534) 94,020,466 4-12 years Other intangible assets 1,017,424 — 1,017,424 30 years Total amortizable intangibles, net $ 564,075,389 $ (3,694,207) $ 560,381,182 (1) Signed Membership Interest Purchase Agreement (“MIPA”) assets are defined as assets that have an executed contractual MIPA or Purchase and Sale Agreement but have not yet closed. Amortization expense related to intangible assets was $3.7 million for the period ended June 30, 2022, which includes $2.6 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. 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 June 30, 2022: Gross carrying amount Accumulated amortization Net out-of-market contracts as of June 30, 2022 Amortization period PPA contracts $ (182,156,562) $ 629,900 $ (181,526,662) 8-35 years PPA contracts - signed MIPA assets (24,059,833) — (24,059,833) N/A REC contracts (23,360,251) 118,287 (23,241,964) 1-18 years Total unfavorable amortizable intangibles, net $ (229,576,646) $ 748,187 $ (228,828,459) The amounts recorded to out-of-market contracts are amortized to Contract amortization, net similar to favorable PPA and REC contracts. The Company recorded $0.7 million of contract amortization contra-expense related to out-of-market contracts during the period ended June 30, 2022. The net impact of PPA and REC contracts and out-of-market contracts was a net $1.8 million of amortization expense during the period ended June 30, 2022, which is recorded as Contract amortization, net in 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 June 30, 2022 as follows: Amortization Expense 2022 $ 8,514,140 2023 16,863,789 2024 16,863,789 2025 16,767,223 2026 16,574,092 Thereafter 255,969,690 Total $ 331,552,723 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Note 8. 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 leases relate to real estate leases that have initial contract lease terms ranging from one As of June 30, 2022, $0.2 million of straight-line lease expense was incurred in excess of the contractual payments made, which is deferred and included in Other noncurrent liabilities on the Consolidated Balance Sheet. As of June 30, 2022, the Company has $2.7 million of prepaid lease expense which is included in Other current assets on the Consolidated Balance Sheet. Future minimum lease commitments under operating leases as of December 31: 2022 $ 3,776,102 2023 9,002,960 2024 8,660,118 2025 8,394,649 2026 8,399,134 2027 8,461,348 Thereafter 165,734,641 Total $ 212,428,952 Lessor Arrangements A significant 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. The Company has determined that its revenue agreements that contain leases are classified as operating leases. For these PPAs, revenue is recognized when electricity is delivered and is accounted for as rental income under the lease standard. 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 Sheet 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 contingent rental income related to these agreements for the period ended June 30, 2022 was $1.4 million and is included in Energy revenue on the Consolidated Statement of Operations. 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 for the period ended June 30, 2022 was not material and is not expected to be material for the ensuing five years. As of June 30, 2022, property whereby the Company is the lessor that is included in Property, plant and equipment, net on the Consolidated Balance Sheet is as follows: Total property, plant and equipment subject to leases $ 66,270,568 Accumulated depreciation (341,078) Total property, plant and equipment subject to leases, net $ 65,929,490 |
Leases | Note 8. 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 leases relate to real estate leases that have initial contract lease terms ranging from one As of June 30, 2022, $0.2 million of straight-line lease expense was incurred in excess of the contractual payments made, which is deferred and included in Other noncurrent liabilities on the Consolidated Balance Sheet. As of June 30, 2022, the Company has $2.7 million of prepaid lease expense which is included in Other current assets on the Consolidated Balance Sheet. Future minimum lease commitments under operating leases as of December 31: 2022 $ 3,776,102 2023 9,002,960 2024 8,660,118 2025 8,394,649 2026 8,399,134 2027 8,461,348 Thereafter 165,734,641 Total $ 212,428,952 Lessor Arrangements A significant 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. The Company has determined that its revenue agreements that contain leases are classified as operating leases. For these PPAs, revenue is recognized when electricity is delivered and is accounted for as rental income under the lease standard. 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 Sheet 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 contingent rental income related to these agreements for the period ended June 30, 2022 was $1.4 million and is included in Energy revenue on the Consolidated Statement of Operations. 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 for the period ended June 30, 2022 was not material and is not expected to be material for the ensuing five years. As of June 30, 2022, property whereby the Company is the lessor that is included in Property, plant and equipment, net on the Consolidated Balance Sheet is as follows: Total property, plant and equipment subject to leases $ 66,270,568 Accumulated depreciation (341,078) Total property, plant and equipment subject to leases, net $ 65,929,490 |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 10. 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 0.61% and 3.21%. On May 19, 2022, the designation date, the Company’s cash flow hedges were a $123.3 million net asset. The initial fair value of the cash flow hedges on the designation date at May 19, 2022 is recognized in Derivative assets, current and Derivative assets, included in noncurrent assets, in the Consolidated Balance Sheet. The fair value 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 income. During the period ended June 30, 2022, the Company recorded $0.3 million as a decrease in interest expense with income recorded in Unrealized gain on derivatives designated as cash flow hedges, net of tax in the Consolidated Statement of Comprehensive Income in association with the recognition of the initial fair value of the interest rate hedges on the designation date. As of June 30, 2022, the fair value of the Company's interest rate swaps was a $133.9 million asset and derivative liability value of $0.1 million with an outstanding notional amount of $1.3 billion. The notional amount includes $620.8 million associated with currently effective swaps, $432.8 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 table reflects the location and estimated fair value positions of derivative contracts at: June 30, 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) $1,338,364,978 $133,886,940 $(82,355) 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 period ended June 30, 2022, the Company recognized a gain of $7.5 million, net of taxes of $2.7 million, in Unrealized gain on derivatives designated as cash flow hedges, net of tax in the Consolidated Statement of Comprehensive Income, 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 period ended June 30, 2022, the amount reclassified from accumulated other comprehensive income to income as an increase in interest expense was not material. During the next twelve months, the Company estimates that a gain of $12.0 million will be reclassified to income as a decrease in interest expense as interest payments are made. In addition, a loss of $8.6 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. 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 made payments for the amount of $8.3 million to be maintained as cash collateral. As of June 30, 2022, this cash collateral is recorded in Other current assets in the Consolidated Balance Sheet. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 9. Debt The Company has entered into credit facilities and loan agreements through its subsidiaries, as described below. Outstanding Interest rate Maturity date Letter of Credit Facility $ — Fed Funds Rate + 0.75% September 4, 2022* GREC Entity HoldCo 78,073,040 1 mo. LIBOR + 1.75% June 20, 2025 Midway III Manager LLC 15,212,996 3 mo. LIBOR + 1.50% October 31, 2025 Trillium Manager LLC 74,744,882 3 mo. LIBOR + 1.88% June 9, 2027 GB Wind Holdco LLC 125,308,451 3 mo. LIBOR + 1.38% December 31, 2027 Greenbacker Wind Holdings II LLC 73,309,813 3 mo. LIBOR + 1.88% December 31, 2026 Conic Manager LLC 24,356,358 3 mo. LIBOR + 1.75% April 1, 2028 Turquoise Manager LLC 32,097,723 3 mo. LIBOR + 1.25% December 23, 2027 Eagle Valley Clean Energy LLC 34,969,323 1.91% January 2, 2057 Eagle Valley Clean Energy LLC (Premium loan) 302,206 2.00% November 30, 2022 Greenbacker Equipment Acquisition Company LLC 6,500,000 Prime + 1.00% March 31, 2023 ECA Finco I, LLC 20,606,149 3 mo. LIBOR + 2.25% February 25, 2028 GB Solar TE 2020 Manager LLC 19,551,522 3 mo. LIBOR + 1.88% October 30, 2026 Sego Lily Solar Manager LLC 54,408,705 1 mo. SOFR + 1.38% August 17, 2028 Celadon Manager LLC 19,080,864 1 mo. SOFR + 1.50% February 18, 2029 GRP II Borealis Solar LLC 42,238,210 3 mo. LIBOR + 2.50% June 30, 2027 Total debt $ 620,760,242 Less: Current portion of long-term debt (36,897,511) Less: Discount on long-term debt (29,428,882) Less: Deferred financing fees (4,554,026) Total long-term debt, net $ 549,879,823 * On August 9, 2022, the maturity date was amended to September 4, 2023 in the Tenth Amendment to the Letter of Credit Facility Agreement. On December 6, 2019 the Company entered into a $15.0 million revolving letter of credit facility (“LC Facility”) agreement with Fifth Third Bank. The LC Facility agreement was subsequently amended to include an equipment loan, increase the aggregate principal amount to $40.0 million, require maintenance of cash collateral in an amount equal to 100% of the outstanding obligation and reduce the letter of credit fee from 2.25% to 0.75%. GREC Entity HoldCo On November 25, 2021, GREC Entity HoldCo's loan with Fifth Third Bank converted to a term loan with a maturity on June 20, 2025. The loan bears interest at a rate equal to the one-month LIBOR rate plus 1.75%. The loan is secured by all of the assets of GREC Entity HoldCo and the equity interests of each direct and indirect subsidiary of the Company. The Company, GREC and each direct and indirect subsidiary of the Company are guarantors of the Company’s obligations under the loan. GREC has pledged all of the equity interests of GREC Entity HoldCo as collateral for this credit facility. Refer to Note 6. Borrowings under the Investment Basis for further detail. Midway III Manager LLC On October 31, 2018, Midway III Manager LLC converted its construction loan with KeyBank National Association (“KeyBank”) to a term loan. The term loan bears annual interest at three-month LIBOR plus 1.50% until the fourth anniversary of the term conversion, and 1.63% from and including the fourth anniversary to the seventh anniversary. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of October 31, 2025. The loan is secured by a first-priority security interest in all assets of Midway III Manager LLC, including a pledge of (a) Midway Manager LLC's interest in Midway III Holdings LLC and (b) GREC's ownership interests in Midway III Manager LLC. Trillium Manager LLC On June 9, 2020, Trillium Manager LLC entered into a loan agreement with Fifth Third Bank as administrative agent for various lenders which provided for certain construction, revolving and term loans in an amount not to exceed $100.0 million. The revolving loans were available until the Borrowing Base availability End Date, defined as two years after the June 9, 2020 closing date after which all outstanding revolving loans converted into the term loan. The term loan bears interest at a rate of three-month LIBOR plus an applicable margin, which is 1.88% per annum through the fourth anniversary of the closing date, and 2.00% per annum after the fourth anniversary of the closing date and increasing by 0.13% for each fourth anniversary thereafter. The loan is secured by a first-priority security interest in all assets of Trillium Manager LLC, including a pledge of (a) Trillium Manager LLC's interest in Trillium Holdings LLC and, (b) GREC's ownership interests in Trillium Manager LLC. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of June 9, 2027. In addition, Trillium Manager LLC is party to several letter of credit facility agreements, not to exceed $5.0 million. GB Wind Holdco LLC On November 22, 2019, GB Wind Holdco LLC entered into a loan agreement with Bayerische Landesbank that was subsequently amended and restated on January 13, 2020, to provided financing in connection with the operation and maintenance of certain wind facilities. The loan bears interest at the three-month LIBOR rate plus an applicable margin, which is 1.38% per annum through the fourth anniversary of the closing date and 1.50% per annum after the fourth anniversary of the closing date and increasing by 0.13% for each fourth anniversary thereafter. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of December 31, 2027. The loan is secured by wind energy facilities owned through wholly owned subsidiaries. Greenbacker Wind Holdings II LLC On November 20, 2020, Greenbacker Wind Holdings II LLC entered into a financing agreement with KeyBank as administrative agent for various lenders who agreed to provide long-term financing. On February 19, 2021, Greenbacker Wind Holdings II LLC entered into a second loan agreement with KeyBank National Association pursuant to an amended and restated financing agreement. The loan bears interest at the three-month LIBOR rate plus an applicable margin, which is 1.88% per annum until the fourth anniversary of the term conversion date and 2.00% per annum after the fourth anniversary of the term conversion date. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of December 31, 2026. The loan is secured by wind energy facilities owned and operated by Greenbacker Wind Holdings II LLC and a pledge of Holiday Hill Manager LLC's interest in Holiday Hill Holdings LLC. Conic Manager LLC On August 8, 2019, Conic Manager LLC entered into a loan agreement with Fifth Third Bank. On April 1, 2021, Conic Manager LLC converted its term loan with Fifth Third Bank to a revolving line of credit facility in the aggregate principal amount of up to $24.4 million. There is a commitment fee equal to 0.30% per annum on any unused amount. The revolving line of credit facility is available to be drawn until October 31, 2022, at which point any outstanding balance will convert to a term loan. Principal and interest payments are made on the last day of each three-month period with principal payments commencing on January 21, 2023 and continuing through the scheduled maturity date of April 1, 2028. The loan bears interest at a rate per annum equal to the LIBOR rate plus 1.75%. The loan is secured by a first-priority security interest in all assets of Conic Manager LLC, including a pledge of (a) Conic Manager LLC's interest in Conic Holdings LLC and, (b) GREC's ownership interests in Conic Manager LLC. Turquoise Manager LLC On February 12, 2020, Turquoise Manager LLC entered into a financing agreement with KeyBank as administrative agent for various lenders who agreed to provide a construction loan facility, an ITC bridge loan facility, and a term loan facility in connection with the construction and development of a solar energy facility. On December 23, 2020, the term loan conversion date occurred, and the construction loan and ITC bridge loan were repaid in full. The term loan is secured by a first-priority security interest in all assets of Turquoise Manager LLC, including a pledge of (a) Turquoise Manager LLC's interest in Turquoise Holdings LLC and, (b) GREC's ownership interests in Turquoise Manager LLC. The term loan bears interest at the three-month LIBOR rate plus an applicable margin, which is 1.25% per annum through the fifth anniversary of the term conversion, and 1.38% per annum thereafter through the maturity date, December 23, 2027. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date. Eagle Valley Clean Energy LLC On April 24, 2019, Eagle Valley Clean Energy LLC ("EVCE"), as a term of the Company’s acquisition of EVCE, entered into a debt settlement agreement and amended its loan with the United States of America through the Administrator of the Rural Utilities Service (“RUS”) and its wholly owned corporation, the Federal Financing Bank (“FFB”). Pursuant to the debt settlement agreement, the amendment deferred interest payments through March 31, 2024 (the “Interest Forbearance Period”), deferred principal payments through March 31, 2029 (the “Principal Forbearance Period”), provided for certain waivers, and waived any existing events of default. During the Interest Forbearance Period, EVCE is required to make quarterly interest payments of not less than $85,000. Interest will continue to accrue at the then available 30-year fixed interest rate, 1.91%, and will be added to the principal balance, both of which will be payable every three months following the expiration of the Principal Forbearance Period. The loan matures on January 2, 2057. On November 30, 2021, EVCE entered into a premium financing agreement ("Premium loan") for $1.0 million with an insurance company to provide financing for insurance policies. The Premium loan bears interest at a fixed interest rate of 2.00% per annum through the maturity date, November 30, 2022. Greenbacker Equipment Acquisition Company LLC On January 29, 2021, Greenbacker Equipment Acquisition Company LLC entered into a loan and security agreement with Cathay Bank to provide an equipment financing line up to $6.5 million. which was advanced on February 1, 2021. The loan bears interest at a rate equal to 1.00% above the Prime rate, as it appears in the Wall Street Journal from time to time, payable monthly and the principal is payable on the maturity date, March 31, 2023. ECA Finco I, LLC On February 25, 2021, ECA Finco I, LLC's loan with KeyBank converted to a term. The loan bears interest at the three-month LIBOR rate plus an applicable margin, which is 2.25% per annum until February 25, 2025, and 2.50% per annum thereafter through the maturity date. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of February 25, 2028. The term loan is secured by a first-priority security interest in all assets of ECA Finco I, LLC, including a pledge of (a) ECA Finco I, LLC’s interest in ECA Holdco I and, (b) GREC's ownership interests in ECA Holdco I. GB Solar TE 2020 Manager LLC On October 30, 2020, GB Solar TE 2020 Manager LLC entered into a loan agreement with Fifth Third Bank as administrative agent for various lenders in an amount not to exceed $19.6 million. The loan bears interest at the three-month LIBOR rate plus an applicable margin, which is 1.88% through the fourth anniversary of the closing date, 2.00% per annum after the fourth anniversary of the closing date and increasing by 0.13% for each fourth anniversary thereafter. The loan is secured by a first-priority security interest in all assets of GB Solar TE 2020 Manager LLC, including a pledge of (a) GB Solar TE 2020 Manager LLC 's interest in GB Solar TE 2020 Holdings LLC and, (b) GREC's ownership interests in GB Solar TE 2020 Manager LLC. The loan requires quarterly payments of interest only through September 30, 2022, after which it requires quarterly payments of principal and interest through the maturity date, October 30, 2026. Sego Lily Solar Manager LLC On January 28, 2022, Utility Solar AcquisitionCo 2021 LLC, as a co-borrower with Sego Lily Solar Manager LLC, entered into a financing agreement with KeyBank as administrative agent for various lenders who agreed to provide a construction loan facility, an ITC bridge loan facility, and a term loan facility in connection with the construction and operations of renewable energy facilities. The financing agreement was subsequently amended on June 9, 2022 to add commitments to provide term loans for two wind energy projects. The loan is secured by a first-priority security interest in all assets of Sego Lily Solar Manager LLC, including a pledge of (a) Sego Lily Solar Manager LLC 's interest in Sego Lily Solar Holdings LLC and Graphite Solar Holdings LLC and, (b) GREC's ownership interests in Sego Lily Solar Manager LLC. On August 17, 2022, the loan converted to a term loan. The term loans bear interest at the one-month Secured Overnight Financing Rate (“SOFR”) plus an applicable margin, which is 1.38% per annum until the fourth anniversary of the term conversion and 1.50% from and including the fourth anniversary and increasing by 0.13% for each fourth anniversary thereafter. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of August 17, 2028. Celadon Manager LLC On February 18, 2022, Celadon Manager LLC entered into a loan agreement with Fifth Third Bank as administrative agent for various lenders in an amount not to exceed $71.0 million. The loan is secured by a first-priority security interest in all assets of Celadon Manager LLC, including a pledge of (a) Celadon Manager LLC's interest in Celadon Holdings LLC and, (b) GREC's ownership interests in Celadon Manager LLC. The loan bears interest at the one-month SOFR plus an applicable margin, which is 1.50% through the fifth anniversary of the closing date, 1.63% per annum after the fifth anniversary of the closing date and increasing by 0.13% for each fifth anniversary thereafter. The loan requires quarterly payments of interest only through the fifth anniversary of the closing date, after which it requires quarterly payments of principal and interest through the maturity date, February 18, 2029. GRP II Borealis Solar LLC On February 28, 2017, GRP II Borealis Solar LLC entered into an amended and restated financing agreement with Norddeutsche Landesbank Gironzentrale (“Nord Bank”) as the mandated lead arranger and administrative agent for various lenders who agreed to provide a term loan in an amount not to exceed $60.0 million. The term loan bears interest at the three-month LIBOR rate plus an applicable margin, which is 2.50% through the maturity date, June 30, 2027. The Company has entered into interest rate swap contracts to manage the interest rate risk associated with its outstanding borrowings. Refer to Note 10. Derivative Instruments for further discussion. The following table shows the components of interest expense related to the Company's borrowings for the period ended June 30, 2022: Period ended June 30, 2022 Loan interest $ 2,333,140 Commitment / letter of credit fees 400,463 Amortization of deferred financing costs 44,764 Amortization of discount on notes payable 143,194 Interest capitalized (167,853) Total $ 2,753,708 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 2022 $ 17,555,024 2023 44,017,096 2024 37,606,596 2025 103,105,131 2026 107,532,680 Thereafter 310,943,715 $ 620,760,242 On January 5, 2018, the LLC, through GREC HoldCo, entered into a credit facility agreement (the "Credit Facility") by and among GREC HoldCo, the LLC, 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 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") 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 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 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%. 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 LLC entered into a $15.0 million 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 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 LLC’s borrowings as of December 31, 2021 was as follows: December 31, 2021 Aggregate Principal Principal Amount Carrying Value Deferred Financing Term Note Payable, New Credit Facility $ 97,822,841 $ 82,151,509 $ 82,151,509 $ 2,737,887 $ 79,413,622 LC Facility 32,500,000 — — — — Total $ 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 LLC's borrowings for the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through May 18, 2022 and the three and six months ended June 30, 2021: For the period from April 1, 2022 through May 18, 2022 For the three months ended June 30, For the period from January 1, 2022 through May 18, 2022 For the six months ended June 30, Credit Facility commitment fee $ 16,276 $ 97,927 $ 136,171 $ 228,408 Credit Facility loan interest 269,277 326,728 657,528 763,473 Amortization of deferred financing costs 307,844 313,257 520,183 468,591 Total $ 593,397 $ 737,912 $ 1,313,882 $ 1,460,472 Weighted average interest rate on Credit Facility 2.3 % 1.9 % 2.0 % 1.9 % Weighted average outstanding balance of Credit Facility $ 80,884,642 $ 88,867,905 $ 81,707,643 $ 89,496,288 |
Asset Retirement Obligations
Asset Retirement Obligations | 6 Months Ended |
Jun. 30, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 11. Asset Retirement Obligations The following table represents the balance of AROs as of June 30, 2022, as well as the additions, settlements and accretion related to the Company's AROs for the period ended June 30, 2022: Balance as of May 19, 2022 $ 29,383,847 Revisions in estimates for current obligations — Asset retirement obligation settled during current period — Asset retirement obligation incurred during current period 887,891 Accretion expense 64,509 Balance as of June 30, 2022 $ 30,336,247 As of June 30, 2022, the AROs are recorded in Other noncurrent liabilities in the Consolidated Balance Sheet. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and 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 issuance of a permit for a renewable energy project or seek to enjoin construction of a wind energy project. In addition, the Company may be subject to legal proceedings or claims contesting the construction or operation of its renewable energy projects. In defending itself in these proceedings, the Company may incur significant expenses in legal fees and other related expenses, regardless of the outcome of such proceedings. Unfavorable outcomes or developments relating to these proceedings, such as judgments for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on the Company's business, financial condition and results of operations. In addition, settlement of claims could adversely affect the Company's financial condition and results of operations. As of June 30, 2022, 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 June 30, 2022, the Company has provided the requisite security for these agreements in the form of a standby letter of credit of $93.6 million. As of June 30, 2022, 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 March 2023 through January 2057. Investment in To-Be-Constructed Assets and Membership Interest Purchase Commitments Pursuant to various engineering, procurement and construction contracts 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 $297.1 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 via its subsidiaries are a party, the Company has committed an outstanding balance of approximately $1.0 billion to complete the closing pursuant to all conditions being met under the membership interest purchase agreements as of June 30, 2022. 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 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 2022 through 2035. As of June 30, 2022, the Company's commitments with third parties under REC sales contracts are as follows: Number of RECs 2022 85,825 2023 172,726 2024 166,946 2025 50,389 2026 46,292 Thereafter 149,432 Total 671,610 Leases Agreements to lease assets are evaluated at inception to determine whether they represent capital 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. Refer to Note 8. Leases for further discussion of the Company’s operating lease obligations. Pledge of Parent Company Guarantees Pursuant to various tax equity structures which are governed by 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 $370.8 million as of June 30, 2022. As of June 30, 2022, the Company is not aware of any events that could trigger the Company’s obligations under these guarantees. Refer to Note 1. Organization and Operations of the Company, Note 8. Leases and Note 14. Related Parties for an additional discussion of the Company’s commitments and contingencies. Refer to Note 12. Commitments and Contingencies in the Notes to the Consolidated Financial Statements as prepared on the Non-Investment Basis for disclosures regarding the LLC's commitments and contingencies as of June 30, 2022. The information as included herein reflects such matters as of December 31, 2021. Legal Proceedings The LLC 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 issuance of a permit for a renewable energy project or seek to enjoin construction of a wind energy project. In addition, the LLC may be subject to legal proceedings or claims contesting the construction or operation of our renewable energy projects. In defending itself in these proceedings, the LLC may incur significant expenses in legal fees and other related expenses, regardless of the outcome of such proceedings. Unfavorable outcomes or developments relating to these proceedings, such as judgments for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on the LLC's business, financial condition and results of operations. In addition, settlement of claims could adversely affect the LLC's financial condition and results of operations. As of December 31, 2021, the LLC was not aware of any legal proceedings that might have a significant adverse impact on the LLC. Pledge of Collateral and Unsecured Guarantee of Loans to Subsidiaries Pursuant to various project loan agreements between the operating entities of the LLC, 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 42 entities of the LLC are individually a party, the entities, and indirectly the LLC, have committed an outstanding balance of approximately $540.2 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 LLC’s operating entities are individually a party, the operating entities, and indirectly the LLC, have committed an outstanding balance of approximately $1.0 billion to complete the closing pursuant to all conditions being met under the membership interest purchase agreements as of December 31, 2021. The LLC 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 December 31, 2021 where a subsidiary of the LLC is the principal, the LLC 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 December 31, 2021. Pledge of Parent Company Guarantees Pursuant to various contracts in which the LLC has provided a parent company guarantee, excluding those discussed above, the operating entities, and indirectly the LLC, have committed an additional $114.4 million in unsecured guarantees in the event of a default at the underlying entity, as of December 31, 2021. See Note 2. Significant Accounting Policies and Note 5. Related Party Agreements and Transaction Agreements for an additional discussion of the LLC’s commitments and contingencies. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Variable Interest Entities | Note 13. Variable Interest Entities As described in Note 2. Significant Accounting Policies, the Company assesses entities for consolidation in accordance with ASC 810 and consolidates entities that are VIEs for which the Company has been designated as the primary beneficiary. The Company through various wholly-owned subsidiaries, is the managing member in 13 tax equity partnerships, where the other members are third-party investors ("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 16. 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 June 30, 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 consolidated tax equity partnerships totaled approximately $1.0 billion and $122.7 million, respectively, at June 30, 2022. The assets largely consisted of property, plant and equipment, and the liabilities primarily consisted of the out-of-market contracts. In October 2020, GDEV was launched to make private equity and development capital investments in the sustainable infrastructure industry. Prior to the Acquisition, GREC made a direct equity investment in GDEV. As the initial investor, GREC was awarded a 10.00% carried interest participation in GDEV GP, GDEV and Greenbacker Development Opportunities Fund I (B), LP’s (“GDEV B”) general partner. The amended and restated limited partnership agreements of GDEV and GDEV B provide for a 20.00% carried interest over an 8.00% hurdle, subject to side letter agreements. On May 19, 2022, in conjunction with the Acquisition and specifically the acquisition of a 75.00% equity interest in GDEV GP, the Company assumed GDEV GP's additional commitment to GDEV and gained control over GDEV GP. Additionally, the Company through GDEV GP’s role as general partner of GDEV, assumed operational control over GDEV. As a result, the Company has determined that GDEV is a VIE. Prior to the transaction, GREC had an equity interest of approximately 7.37% in GDEV (fair value of approximately $3.8 million as of May 19, 2022). As a result of the acquisition of 75.00% of the equity interests in GDEV GP, the Company acquired an additional 2.80% equity interest in GDEV (fair value of approximately $1.4 million as of May 19, 2022). As of June 30, 2022, GDEV GP held 2.76% of the interests in GDEV, and GREC held 7.35% of the interests in GDEV. Additionally, certain officers and other members of management of the Company had prior to the Acquisition and still have an aggregate equity interest of less than 1.00% in GDEV, and an employee of the Company holds the remaining 25.00% of the equity interest in GDEV GP. As a result of GDEV GP’s control over GDEV, in combination with the resulting equity interest the Company and its officers and management now has in GDEV, the Company has determined that it is the primary beneficiary of GDEV. As a result, the results of operations of GDEV are consolidated. Refer to Note 16. Noncontrolling Interests and Redeemable Noncontrolling Interests for further discussion. As previously discussed in Note 2. Significant Accounting Policies, GDEV presents its stand-alone financial statements in accordance with ASC 946. In accordance with ASC 946, when a company that follows ASC 946 is consolidated into financial statements of a company that does not follow ASC 946, the results of operations and statement of position of the investment company shall continue to be presented in accordance with ASC 946. As such, the results of operations and statement of position of GDEV are consolidated but are presented in accordance with ASC 946. On March 3, 2022, GDEV GP and other limited partners entered into an amended and restated limited partnership agreement to form GDEV B, which is a parallel fund to GDEV. In accordance with the partnership agreement, GDEV and GDEV B operate in the same manner as if GDEV and GDEV B were a single partnership and all the equity holders of both entities fund the respective entities in the same manner as if the entities were a single partnership. GDEV GP is also the general partner of GDEV B and, as such, has control over the operations of GDEV B, which mirror the activities of GDEV. Neither the Company nor the GDEV GP have a direct financial interest in or are required to provide direct financial interest in GDEV B. As a result, the Company has determined that GDEV B is not a VIE, and therefore, it is not consolidated. The assets and liabilities of GDEV totaled approximately $54.4 million and $0.2 million, respectively, as of June 30, 2022. The assets primarily consisted of GDEV's investments, as discussed above in Note 5. Fair Value Measurements and Investments. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 14. 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 Transaction Agreements as included in the Notes to the Consolidated Financial Statements as prepared under the Investment Basis. Immediately prior to the closing of the Acquisition on May 19, 2022, 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 is reflected in Other capital activity on the Consolidated Statement of Redeemable Noncontrolling Interests and Equity. Modified Special Unit In accordance with the terms of the Fourth Amended and Restated Limited Liability Company Operating Agreement of the Company (the “Fourth Operating Agreement”), GREC Advisors, LLC, a wholly owned subsidiary of GCM (the “Special Unitholder”), was the holder of a special unit of membership interest in the Company (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 net asset value (“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 Amended and Restated Limited Liability Company Operating Agreement of the Company (the "Fifth Operating Agreement"), the “Liquidation Performance Participation Distribution” is payable to GB Liquidation Performance Holder LLC (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 17. 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 period ended June 30, 2022 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 (the “Registration Rights Agreement”), pursuant to which GREC has agreed to use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission 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 five investment entities - the Company, GDEV, Greenbacker Renewable Opportunity Zone Fund LLC ("GROZ"), GDEV B, and Greenbacker Renewable Energy Company II, LLC ("GREC II"). The Advisory Agreement between GCM and the Company was terminated in connection with the Acquisition. However, the Company continues to provide investment management services to GROZ, GDEV, GDEV B, 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 a result of the Company consolidating GDEV, $0.2 million of management fee revenue earned under the advisory agreement with GDEV is considered intercompany revenue and is therefore eliminated in consolidation. Management fee revenue earned under the advisory agreement with GDEV B is not considered intercompany revenue, is not eliminated in consolidation, and is more fully described below. 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 period ended June 30, 2022, the Company earned $34.3 thousand 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 June 30, 2022, the Company was owed $0.1 million in management fees from GROZ, which is included in Accounts receivable on the Consolidated Balance Sheet. 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 during the period ended June 30, 2022. Base management fees under GCM's advisory agreement with GDEV B 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 B 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 B. 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 B. The management fees earned are payable quarterly, in advance. During the period ended June 30, 2022, the Company earned $58.3 thousand in management fees from GDEV B, which is included in Investment Management revenue on the Consolidated Statement of Operations. As of June 30, 2022, the Company was owed $0.2 million in management fees from GDEV B, which is included in Accounts receivable on the Consolidated Balance Sheet. Base management fees under GCM's advisory fee agreement with GREC II are to be calculated at a monthly rate of 1.25% annually of the aggregate net asset value ("NAV") of the net assets attributable to Class F shares of GREC II plus an annual percentage of the aggregate NAV of the net assets attributable to Class I, Class D, Class T, and Class S shares in accordance with the following schedule: Aggregate NAV 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) Due to GREC II's early stage of development, the Company did not earn any management fees under the advisory agreement during the period ended June 30, 2022. The Company is also eligible to receive certain performance-based incentive fee distributions 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. The Company did not recognize any revenue related to GREC II incentive fee distributions during the period ended June 30, 2022. 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”). Certain of the loans with LED Funding LLC, an AEC Company, converted to a lease on the day the energy efficiency upgrades became operational. AEC Companies are considered related parties, as the members of these entities own a direct, noncontrolling ownership interest in the Company. The loans between the AEC Companies and the Company, and the subsequent leases, were negotiated at an arm’s length and contain standard terms and conditions that would be included in third-party lending agreements, including required security and collateral, interest rates based upon risk of the specific loan, and term of the loan. As of June 30, 2022, the Company was owed $0.1 million in lease payments from AEC Companies, which is included in Accounts receivable on the Consolidated Balance Sheet. As of June 30, 2022, the principal balance of the loan receivable was $0.3 million, which is included in Other noncurrent assets on the Consolidated Balance Sheet, and interest receivable was not material. Payments received on the operating leases and the loan receivable during the period ended June 30, 2022 were not material. 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 14. Related Parties as included in the Notes to the Consolidated Financial Statements as prepared under the Non-Investment Basis. 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 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 10.0% 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 liability is included in Deferred sales commission payable on the Consolidated Statement of Assets and Liabilities and fees recorded in Accumulated (losses) (specific to the Class C Shares) on the Consolidated Statement of Assets and Liabilities. The LLC continues to assess the value of the liability on a regular basis. The LLC also reimbursed GCM for the 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 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 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 LLC. This entitled the Special Unitholder to 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 $50,000,000) 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. 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. Type of Compensation and Recipient Determination of Amount 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. For the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through May 18, 2022, GCM earned $3.8 million and $10.7 million, respectively, in management fees. For the three and six months ended June 30, 2021, GCM earned $5.4 million and $9.5 million, respectively, in management fees. As of December 31, 2021, the LLC owed $2.3 million, to GCM in management fees, which amounts are included in Management fee payable on the Consolidated Statement of Assets and Liabilities. The Performance participation fee recorded on the Consolidated Statements of Operations for the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through May 18, 2022 is nil and $0.4 million, respectively. GCM earned $1.3 million in Performance Participation Fees for the three and six months ended June 30, 2021. The expenses are recorded in Performance Participation Fees in the Consolidated Statements of Operations. The Performance Participation Fee payable and due for the year ended December 31, 2021 was $3.4 million. As of December 31, 2021, $0.6 million were due to GCM for O&O costs related to the private continuous offering and shown as Due to GCM on the Consolidated Statement of Assets and Liabilities. As of May 18, 2022, GCM owned 23,601 Class A shares and 2,776 Class P-D shares. As of December 31, 2021, 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 Renew AEC One LLC (“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, non-controlling 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 May 18, 2022, all loans and leases are considered current per their terms. On October 9, 2020, GREC made a $5.0 million limited partner (“LP”) commitment to Greenbacker Development Opportunities Fund I, LP (“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 Greenbacker Development Opportunities GP I, LLC, GDEV's general partner. GDEV is an affiliate of GREC as GDEV shares the same investment advisor as the LLC. As of May 18, 2022, $2.9 million of the commitment was funded. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15. Income Taxes The Company conducts most of its operations through GREC, its taxable wholly owned subsidiary. The Company’s consolidated income tax provision consists of the following: Period ended June 30, 2022 Federal $ 155,241 State 416,673 Foreign 10,630 Deferred provision for income taxes $ 582,544 The principal differences between the Company's effective tax rate on operations and the U.S. federal statutory income tax rate as of June 30, 2022 are as follows: 2022 Percentage Tax (benefit) at statutory U.S. federal income tax rate $ (1,199,969) 21.0 % State income taxes, net of federal benefit 329,798 (5.8) % Noncontrolling interest 1,728,770 (30.3) % Share-based compensation 280,240 (4.9) % Transaction costs 287,348 (5.0) % Federal tax credits (856,280) 15.0 % Permanent differences (GREC LLC and other - net) 12,637 (0.2) % Actual provision (benefit) for income taxes $ 582,544 (10.2) % Deferred tax assets (liabilities) have been classified on the accompanying Consolidated Balance Sheet as of June 30, 2022 as follows: 2022 Net operating losses $ 80,206,958 Federal tax credits 14,739,802 Asset retirement obligations 3,690,054 Disallowed interest 2,506,805 Other 208,888 Total deferred tax assets 101,352,507 Less: Valuation allowance (1,512,356) Deferred tax assets, net of valuation allowance $ 99,840,151 Investments in flow-through entities taxed as partnerships $ (47,939,783) Derivative assets (35,232,063) Property, plant and equipment (18,185,831) Intangibles (59,282,670) Long-term debt (3,716,983) Total deferred tax liabilities $ (164,357,330) Deferred tax liabilities, net $ (64,517,179) The Company’s net deferred tax liability of $64.5 million consists of a deferred tax liability of $66.2 million offset by a deferred tax asset of $1.7 million, which are recorded to Deferred tax liabilities, net and Other noncurrent assets, respectively, on the Consolidated Balance Sheet. As of June 30, 2022, the Company has federal net operating loss carry-forwards of approximately $301.4 million. Approximately $251.9 million of the carry-forward is indefinite lived with the remaining $49.5 million expiring in 2034 through 2037. Federal tax credit carryforwards are approximately $14.7 million and expire in 2035 through 2042. State net operating loss carryforwards total approximately $306.4 million. Approximately $43.6 million of the net operating loss carry-forward is indefinite lived with the remaining $262.8 million expiring in 2022 through 2042 with earlier years expirations reserved by a valuation allowance. 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. As of June 30, 2022, management has applied a partial valuation allowance of $1.5 million against the deferred tax assets resulting from certain state net operating loss carryforwards where it is more likely than not that they will not be utilized during their carryforward period. Federal and state statutes of limitations are generally open for all years in which the Company has generated net operating losses, the earliest of which is the year ended December 31, 2014. |
Noncontrolling Interests and Re
Noncontrolling Interests and Redeemable Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests and Redeemable Noncontrolling Interests | Note 16. 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, which is held by an employee of the Company, and GDEV, which NCI is held by other limited partners of the partnership. 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 June 30, 2022, RNCI attributable to Tax Equity Investors after adjusting the carrying amount to the redemption value was $2.0 million, and nonredeemable NCI attributable to Tax Equity Investors was $68.3 million. Net income (loss) attributable to noncontrolling interests for Tax Equity Investors was $(9.5) million for the period from May 19, 2022 through June 30, 2022. For the period from May 19, 2022 through June 30, 2022, contributions from Tax Equity Investors net of syndication costs totaled $8.5 million, all of which was received in the period, and distributions to Tax Equity Investors totaled $3.4 million, of which $1.2 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 June 30, 2022, the NCI attributable to the GDEV GP was $0.6 million. Net income (loss) attributable to noncontrolling interests at GDEV GP for the period from May 19, 2022 through June 30, 2022 was not material. The noncontrolling interests in GDEV represents the component of equity held by limited partners, excluding the equity held by the Company. The portion of the net investment gains (losses) of GDEV attributable to the limited partner investors is allocated to noncontrolling interests. As of June 30, 2022, the NCI attributable to GDEV's limited partners was $48.1 million. Net income (loss) attributable to noncontrolling interests at GDEV was $1.2 million for the period from May 19, 2022 through June 30, 2022. For the period from May 19, 2022 through June 30, 2022, contributions from the GDEV limited partners totaled $4.1 million, of which $0.6 million was received in the period, and distributions to the limited partners totaled $2.6 million, all of which were paid in the period. As of June 30, 2022, NCI attributable to other noncontrolling interest was $0.2 million. |
Members' Equity
Members' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Members' Equity | Note 17. Members' Equity General Pursuant to the terms of the Fifth Operating Agreement, the Company may issue up to 400,000,000 shares, 350,000,000 of which shares are currently designated as Class A, C, I, P-A, P-D, P-S, P-T, P-I shares and Earnout Shares (collectively, common shares), and 50,000,000 are designated as preferred shares. Except as described below, each class of common shares will have the same voting rights and rights to participate in distributions payable by the Company. In connection with the Acquisition, the Company issued 13,071,153 newly designated Earnout Shares to Group LLC pursuant to a certificate of share designation of Class EO common shares of the Company (the “Certificate of Designation”). Earnout Shares are divided into three separate series, designated as “Tranche 1 Earnout Shares,” “Tranche 2 Earnout Shares,” and “Tranche 3 Earnout Shares,” and are comprised of 4,357,051 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 Class P-I shares of the Company, (ii) vote together as a single class with the Class P-I shares on all matters submitted to holders of Class P-I shares generally, (iii) not have separate voting rights on any matters (other than amendments to the terms of the Participating Earnout Shares that affect such Participating Earnout Shares adversely and in a manner that is different from the terms of the Class P-I shares), and (iv) have the right to participate in all distributions payable by the Company, as if they were, and on a pari passu basis with, the Class P-I shares for all purposes set forth in the Fifth Operating Agreement. Prior to the satisfaction of these targets, 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 24,365,133 Class P-I shares and 13,071,153 Earnout Shares. Holders of the Class P-I shares or Earnout Shares issued pursuant to the Contribution Agreement will not be permitted to sell or transfer the Class P-I shares or Earnout Shares for twelve months after the closing date of the Acquisition. As of March 17, 2022, the Company is closed to new equity capital and is no longer offering shares except pursuant to the DRP. The Company also 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 June 30, 2022: Shares Outstanding as of May 19, 2022 Shares Issued to Complete the Acquisition Other Capital Activity Shares Shares Shares Outstanding as of June 30, 2022 Class A 16,626,973 — (23,601) 70,280 (120,655) 16,552,997 Class C 2,766,760 — — 15,592 (115,608) 2,666,744 Class I 6,445,062 — — 39,522 (57,113) 6,427,471 Class P-A 794,193 — — 5,477 — 799,670 Class P-I 103,334,227 24,365,133 14,776 201,477 (143,409) 127,772,204 Class P-D 198,948 — (2,776) 207 (5,436) 190,943 Class P-S 47,047,838 — 117,298 (134,569) 47,030,567 Class P-T 241,447 — — 957 — 242,404 Total 177,455,448 24,365,133 (11,601) 450,810 (576,790) 201,683,000 As of June 30, 2022, none of the Company’s preferred shares were issued and outstanding. The Fifth Operating Agreement authorizes the Company's Board of Directors, without approval of any of the members, to increase the number of shares the Company is authorized to issue and to classify and reclassify any authorized but unissued class or series of shares into any other class or series of shares having such designations, preferences, right, power and duties as may be specified by the Company's Board of Directors. The Fifth Operating Agreement also authorizes the Company's Board of Directors, without approval of any of the members, to issue additional shares of any class or series for the consideration and on the terms and conditions established by the Company's Board of Directors. In addition, the Company may also issue additional limited liability company interests that have designations, preferences, right, powers and duties that are different from, and may be senior to, those applicable to the common shares. Distribution Reinvestment Plan The Company adopted a DRP through which the Company’s Class A, C and I shareholders could elect to purchase additional shares with distributions from the Company rather than receiving the cash distributions. The DRP was amended as of February 1, 2021 to include all share classes. Shares issued pursuant to the DRP will have the same voting rights as shares offered pursuant to the Company's prior public and private offerings. As of November 30, 2020, pursuant to the Company's Registration Statement on Form S-3D (File No. 333-251021), it is offering up to $20.0 million in Class A, C and I shares to its 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 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 June 30, 2022, the Company issued 2,646,318 Class A shares, 456,256 Class C shares, 1,269,925 Class I shares, 32,509 Class P-A shares, 983,666 Class P-I shares, 1,750 Class P-D shares, 599,353 Class P-S shares, and 5,280 Class P-T shares for a total of 5,995,057 aggregate shares issued under the DRP. Share Repurchase Program The Company offers an SRP pursuant to which quarterly share repurchases are conducted to allow members to sell shares back to the Company at a price equal to the then current monthly share value for that class of shares. The SRP includes numerous restrictions that will limit a shareholder’s ability to sell shares. At the sole discretion of the Board of Directors, the Company may also use cash on hand (including the proceeds from the issuance of new shares), cash available from borrowings or other external financing sources and cash from liquidation of investments to repurchase shares. A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a 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. Effective September 1, 2020, the Company, through approval by its Board of Directors, adopted an amended share repurchase program, 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 repurchases limits for the Company’s new share repurchase program are set forth below. Quarter Ending Share Repurchase Limit(s) September 30, 2021, and each quarter thereafter During any 12-month period, 20.00% of the weighted average number of outstanding shares During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters The Company has received an order for the SRP from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, the SRP is substantially similar to repurchase programs for which the SEC has stated it will not recommend enforcement action under Rule 13e-4 and Regulation 14E under the Exchange Act. Liquidation Performance Unit In connection with the Acquisition, the Company issued a new Liquidation Performance Unit (the “LPU”) to the LPU Holder to replace the Special Unit previously issued to GCM. The Special Unit was contributed in connection with and immediately prior to the Acquisition from Group LLC, and therefore, was cancelled and terminated. The LPU Holder was formed on May 19, 2022 with the sole purpose of holding the LPU and is a wholly owned subsidiary of Group LLC. 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 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 June 30, 2022. 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 710. Since none of the events that would trigger the distribution was considered probable to occur, no liability was recognized as of June 30, 2022, and no compensation expenses was recognized for the period ended June 30, 2022. Distributions On the last business day of each month, with the authorization of the board of 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 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 30-Jun-22 $ 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 period ended June 30, 2022: Pay Date Paid in Value of Total June 1, 2022 $ 6,954,111 $ 2,020,049 $ 8,974,160 July 1, 2022 7,344,811 1,889,655 9,234,466 Total $ 14,298,922 $ 3,909,704 $ 18,208,626 All distributions paid for the period ended June 30, 2022 are expected to be reported as a return of capital to members for tax reporting purposes. Cash distributions for the period ended June 30, 2022 were funded from 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 acquisition strategy to include a greater 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. 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. As of March 17, 2022, the LLC is closed to new equity capital and is no longer offering shares except pursuant to the DRP. The following table is a summary of the shares issued and repurchased during the period and outstanding as of May 18, 2022: Shares Outstanding as of December 31, Shares Sold Shares Shares Shares Outstanding as of May 18, Class A shares 16,580,558 — 137,884 (91,469) 16,626,973 Class C shares 2,741,963 — 31,007 (6,210) 2,766,760 Class I shares 6,449,493 — 77,618 (82,049) 6,445,062 Class P-A shares 783,593 — 10,600 — 794,193 Class P-I shares 92,069,013 11,211,603 370,820 (317,209) 103,334,227 Class P-D shares 198,548 — 400 — 198,948 Class P-S shares 46,324,757 713,196 233,094 (223,209) 47,047,838 Class P-T shares 239,594 — 1,853 — 241,447 Total 165,387,519 11,924,799 863,276 (720,146) 177,455,448 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, Shares Sold Shares Shares Shares Transferred During Shares Outstanding as of December 31, 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 for the period from January 1, 2022 through May 18, 2022 and for the six months ended June 30, 2021 were as follows: Class A Class C Class I Class P-A Class P-I Class P-D Class P-S Class P-T Total For the period from January 1, 2022 through May 18, 2022: Proceeds from Shares Sold $ — $ — $ — $ — $ 98,650,613 $ — $ 6,300,999 $ — $ 104,951,612 Proceeds from Shares Issued through Reinvestment of Distributions $ 1,148,176 $ 252,049 $ 646,222 $ 91,397 $ 3,262,904 $ 3,540 $ 2,065,980 $ 16,464 $ 7,486,732 For the six months ended June 30, 2021: Proceeds from Shares Sold $ — $ — $ — $ 4,532,328 $ 238,264,611 $ 1,355,391 $ 307,710,190 $ 968,625 $ 552,831,145 Proceeds from Shares Issued through Reinvestment of Distributions $ 1,747,318 $ 385,936 $ 972,579 $ 20,467 $ 493,636 $ 5,359 $ 335,065 $ 1,352 $ 3,961,712 As of December 31, 2021, 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 May 18, 2022, the LLC issued 2,576,038 Class A shares, 440,664 Class C shares, 1,230,403 Class I shares, 27,032 Class P-A shares, 782,189 Class P-I shares, 1,543 Class P-D shares, 482,055 Class P-S shares and 4,323 Class P-T shares for a total of 5,544,247 aggregate shares issued under the DRP. As of December 31, 2021, the LLC issued 2,438,154 Class A shares, 409,657 Class C shares, 1,152,785 Class I shares, 16,432 Class P-A shares, 411,369 Class P-I shares, 1,143 Class P-D shares, 248,961 Class P-S shares and 2,470 Class P-T shares for a total of 4,680,971 aggregate shares issued under the DRP. Share Repurchase Program The LLC offers a share repurchase program ("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. 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 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 18. Earnings Per Share Basic earnings per share is calculated by dividing net income 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: Period ended June 30, 2022 Numerator Net income attributable to Greenbacker Renewable Energy Company LLC $ 1,935,556 Denominator Weighted average shares, basic 201,992,520 Net income attributable to Greenbacker Renewable Energy Company LLC Basic $ 0.01 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 19. Segment Reporting The Company determines its operating segments and reports segment information in accordance with how the Company’s CODM allocates resources and assesses performance. The Company’s CODM is its Chief Executive Officer. The Company’s operating segments are aggregated into two reportable segments described below. • Independent Power Producer (“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. • Investment Management (“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 will also include 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: Period ended June 30, 2022 Energy revenue $ 19,744,070 Other revenue 1,499,477 Contract amortization, net (1,837,719) Total IPP revenue $ 19,405,828 Investment Management revenue $ 209,040 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 “ Non-GAAP Financial Measures ” Item 2 for additional discussion on Segment Adjusted EBITDA. The following table reconciles total Segment Adjusted EBITDA to Net income attributable to Greenbacker Renewable Energy Company LLC: Period ended June 30, 2022 Segment Adjusted EBITDA: IPP Adjusted EBITDA $ 11,797,960 IM Adjusted EBITDA (740,391) Total Segment Adjusted EBITDA $ 11,057,569 Reconciliation: Total Segment Adjusted EBITDA $ 11,057,569 Unallocated corporate expenses (3,058,258) Total Adjusted EBITDA 7,999,311 Less: Share-based compensation expense 1,334,474 Non-recurring professional fees associated with the Acquisition and change in status 1,757,162 Depreciation, amortization and accretion (1) 8,019,612 Operating loss (3,111,937) Interest expense, net (2,753,708) Net unrealized gain on investments 512,058 Other expense (360,551) Net loss before income taxes (5,714,138) Provision for income taxes (582,544) Net loss (6,296,682) Less: Net loss attributable to noncontrolling interests (8,232,238) Net income attributable to Greenbacker Renewable Energy Company LLC $ 1,935,556 (1) Includes contract amortization, net in the amount of $1.8 million 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20. Subsequent Events The Company has evaluated events that have occurred after the balance sheet date but before the financial statements are issued and has determined that there were no subsequent events requiring adjustment or disclosure in the Consolidated Financial Statements, except as described below. Changes in Key Personnel On July 18, 2022, Richard C. Butt resigned from his role as Chief Financial Officer, Secretary and Treasurer of Company, effective July 31, 2022. Mr. Butt’s resignation was not the result of any disagreement with the Company. On July 18, 2022, the Board of Directors appointed Spencer Mash as Chief Financial Officer, Secretary and Treasurer of the Company, effective August 1, 2022. On July 18, 2022, the Board of Directors appointed Michael Landenberger as Chief Accounting Officer of the Company, effective August 1, 2022. Mr. Landenberger will also serve as the Company’s principal financial officer with primary responsibility for the Company’s financial reporting, oversight of internal controls, and for purposes of the required certifications under Section 302 and Section 906 of Sarbanes-Oxley Act of 2002. Tax equity fundings On July 29, 2022, the Company entered into a new tax equity partnership where the Tax Equity Investors provided contributions of $2.2 million. During the period from July 1, 2022 through November 18, 2022, Tax Equity Investors provided contributions totaling $44.1 million related to existing tax equity partnerships during the period. Debt facilities On July 26, 2022, the Company entered into a new debt facility that included construction and ITC bridge loans with total available borrowing capacity of $93.7 million, and $79.7 million, respectively. On the closing date, the Company drew $65.5 million and $14.2 million under the construction and ITC bridge loans, respectively. The Company elected a SOFR of 1.1% (construction loan margin of 1.0% and SOFR index adjustment of 0.1%). On July 20, 2022 and August 17, 2022, the Company made additional draws on existing debt of $56.9 million and $28.1 million, respectively, which were the final draws for those respective loans. On November 1, 2022, the Company entered into a new debt facility with a total available borrowing capacity of $50.5 million and took its first draw against the loan in the amount of $19.8 million. The debt is a term loan whereby the Company pays interest at a rate equal to the SOFR plus 1.3%. On November 4, 2022, the Company made an additional draw on an existing debt facility of $32.5 million. Notes receivable In July 2022, the Company entered into an equipment supply loan financing agreement with a total available borrowing base of $18.0 million with OYA Renewables Construction Holdings 2 LLC. The loan bears an interest rate of 9% and matures on December 30, 2022. In July 2022, the Company advanced $7.9 million. In November 2022, the Company advanced a second installment of $9.9 million. On October 14, 2022, all remaining obligations under the financing agreement between Chaberton Acquisition Holdings, LLC and the Company were received in full. The final payoff amount totaled $8.3 million. GDEV On August 22, 2022, GDEV had a capital call of $19.4 million. During the period from July 1, 2022 through November 18, 2022, GDEV made additional investments of $26.8 million. |
Organization and Operations o_2
Organization and Operations of the LLC | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations of the LLC | Note 1. Organization and Operations of the Company Organization Greenbacker Renewable Energy Company LLC (the “Company”) is a Delaware limited liability company formed in December 2012. The Company is a renewable energy and investment management company that acquires, constructs and operates renewable energy and energy efficiency projects, as well as finances the construction and/or operation of these and other sustainable development projects and businesses and provides investment management services to funds within the sustainable infrastructure and renewable energy industry. The Company conducts substantially all its operations through its wholly owned subsidiary, Greenbacker Renewable Energy Corporation (“GREC”). Until May 19, 2022, the Company was externally managed by Greenbacker Capital Management LLC (“GCM”). As of and 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. The Company’s fiscal year-end is December 31. The Company previously conducted continuous public offerings of Class A, C, and I shares of limited liability company interests, along with Class A, C, and I shares pursuant to the Company’s distribution reinvestment plan (“DRP”). Pursuant to the DRP, a shareholder owning publicly offered share classes may elect to have the full amount of cash distributions reinvested in additional shares. 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. As of February 1, 2021, the DRP was amended to include all of the Company's privately offered share classes, and thus is available to all of its existing public and private shareholders. As of November 30, 2020, pursuant to the Company's Registration Statement on Form S-3D (File No. 333-251021), it is offering up to $20.0 million in Class A, C and I shares to its existing shareholders pursuant to the DRP. The Company also offers a share repurchase program (the "SRP") pursuant to which quarterly share repurchases are conducted to allow shareholders to sell shares back to the Company. As of March 17, 2022, the Company is closed to new equity capital and is no longer offering shares except pursuant to the DRP. Management Internalization On May 19, 2022, the Company completed a management internalization transaction (the “Acquisition”) pursuant to which it acquired substantially all of the business and assets, including intellectual property and personnel of its external advisor, GCM, an investment management and 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 of 1940, as amended (the “Advisers Act”), Greenbacker Administration LLC ("Greenbacker Administration") and certain other affiliated companies. All of the acquired businesses and assets were immediately thereafter contributed by the Company to GREC. As a result of the Acquisition, the Company operates as a fully integrated and internally managed company with its own dedicated executive management team and other employees to manage its business and operations. The Company now 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. Refer to Note 3. Business Combinations for additional discussion of the Acquisition. Our Portfolio As of June 30, 2022, the Company’s fleet of renewable energy projects includes 425 solar, wind, biomass, battery storage, and energy efficiency projects domiciled in the United States and in Canada, as well as eight loans to developers of renewable energy projects. As of June 30, 2022, GCM served as the registered investment adviser of four funds in the renewable energy industry. For a detailed description, refer to Note 1. Organization and Operations of the Company as included in the Notes to the Consolidated Financial Statements as included in the Non-Investment Basis section of Item 1 of this Quarterly Report on Form 10-Q. Prior to May 19, 2022, Greenbacker Renewable Energy Company LLC (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 Investment Advisers Act of 1940, as amended (“Advisers Act”). GCM was acquired by the LLC as part of the Acquisition on May 19, 2022. |
Significant Accounting Polici_2
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies Basis of Presentation Since inception and prior to the Acquisition, the Company’s historical financial statements were 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. 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 no longer exhibits the fundamental characteristics of, and no longer qualifies as, an investment company. The Company discontinued applying the guidance in ASC 946 and began to account for the change in status prospectively in accordance with other U.S. generally accepted accounting principles ("U.S. GAAP") topics (“Non-Investment Basis”) as of the date of the change in status, or May 19, 2022 (the closing date of the Acquisition). In accordance with ASC 946, the fair value of an investment at the 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 cash flows of the 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 Consolidated Financial Statements as of and for the historical periods as presented in this quarterly report on Form 10-Q (this “Quarterly Report”). As such, this Quarterly Report includes the following: Non-Investment Basis • Consolidated Balance Sheet as of June 30, 2022 (unaudited) • Consolidated Statement of Operations for the period from May 19, 2022 through June 30, 2022 (unaudited) • Consolidated Statement of Comprehensive Income for the period from May 19, 2022 through June 30, 2022 (unaudited) • Consolidated Statement of Redeemable Noncontrolling Interests and Equity for the period from May 19, 2022 through June 30, 2022 (unaudited) • Consolidated Statement of Cash Flows for the period from May 19, 2022 through June 30, 2022 (unaudited) • Notes to the Consolidated Financial Statements (unaudited) Investment Basis • Consolidated Statement of Assets and Liabilities as of December 31, 2021 • Consolidated Statements of Operations for the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through May 18, 2022 (unaudited) • Consolidated Statements of Operations for the three and six months ended June 30, 2021 (unaudited) • Consolidated Statements of Changes in Net Assets for the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through March 31, 2022 (unaudited) • Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2021 (unaudited) • Consolidated Statements of Cash Flows from the period from January 1, 2022 through May 18, 2022 and the six months ended June 30, 2021 (unaudited) • Consolidated Schedule of Investments as of December 31, 2021 • Notes to the Consolidated Financial Statements (unaudited) Change in Presentation due to Change in Status Effective May 19, 2022, the date of the change in status, the Company prospectively discontinued its application of ASC 946 and, as a result, changed the presentation of the Company's Consolidated Financial Statements. The most significant changes are: • The Consolidated Statement of Assets and Liabilities has been changed to a Consolidated Balance Sheet; • The Consolidated Statement of Operations is no longer presented in the format required under ASC 946. The Company will present the Consolidated Statement of Operations as required under Non-Investment Basis U.S. GAAP. A Consolidated Statement of Other Comprehensive Income (Loss) will be presented, if and when applicable; • The Consolidated Schedule of Investments has been removed; • The Consolidated Statement of Cash Flows has been changed, including now containing a section for investing activities; • Certain footnotes have been changed or removed to reflect conformity with applicable U.S. GAAP under a Non-Investment Basis; and • The Company re-evaluated its interests in all entities to determine whether they are variable interests, and re-evaluated its investments, including its investments in partially owned entities, to determine if they are variable interest entities ("VIEs"), as required under ASC Topic 810, Consolidation ("ASC 810"). The Company also re-evaluated consolidation considerations for all of its investments in VIEs and partially owned entities, as required under ASC 810. Applicable disclosures related to VIEs and other partially owned entities have been included in these Notes to the Consolidated Financial Statements. Prior to the May 19, 2022 change in status, the Company recorded its investments in the renewable energy projects at fair value and recorded the changes in fair value as an unrealized gain or loss. In accordance with ASC 946, the fair value of an investment at the date of the change in status shall be the investment's initial carrying amount on a Non-Investment Basis. Upon the change in status, this fair value accounting is no longer applicable, and the Company now presents on a consolidated basis the underlying assets and liabilities of its subsidiaries in accordance with the applicable U.S. GAAP. The following is a summary of the allocation of the net assets of the Company as of the date of the change in status, May 19, 2022: May 19, 2022 Total members' equity (net assets) $ 1,543,739,908 Plus: Fair value of redeemable noncontrolling interests and noncontrolling interests 74,813,714 Total net assets of the Company $ 1,618,553,622 Assets Cash, cash equivalents and Restricted cash $ 205,449,317 Other current assets 103,875,227 Total current assets 309,324,544 Property, plant and equipment 1,522,994,919 Intangible assets 465,375,389 Investments, at fair value 90,425,067 Derivative assets 118,547,764 Other noncurrent assets 36,360,786 Total noncurrent assets 2,233,703,925 Total assets 2,543,028,469 Liabilities Accounts payable and accrued expenses $ 59,521,770 Other current liabilities 67,617,947 Total current liabilities 127,139,717 Long-term debt, net 501,200,081 Out-of-market contracts 229,576,646 Other noncurrent liabilities 66,558,403 Total noncurrent liabilities 797,335,130 Total liabilities 924,474,847 Total members' equity, redeemable noncontrolling interests and noncontrolling interests $ 1,618,553,622 The Company will continue to recognize and measure its redeemable noncontrolling interests (“RNCI”), Derivative assets (current and noncurrent) and Investments, at fair value. Refer to Note 16. Noncontrolling Interests and Redeemable Noncontrolling Interests, Note 10. Derivative Instruments and Note 5. Fair Value Measurements and Investments for further information surrounding fair value approach and inputs used. Basis of Consolidation The Consolidated Financial Statements and related notes have been prepared on the Non-Investment Basis of accounting in accordance with U.S. GAAP and in conformity with the rules and regulations of the Securities and Exchange Commission ("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. Management has determined that Greenbacker Development Opportunities Fund I, LP (“GDEV”), a consolidated subsidiary of the Company (refer to Note 13. Variable Interest Entities for additional discussion), is an investment company under ASC 946 for the purposes of financial reporting. In accordance with ASC 946, when an investment company’s results of operations are consolidated with and into the financial statements of a company that does not follow ASC 946, the results of operations and statement of financial position of the investment company shall continue to be presented in accordance with ASC 946. As such, in the preparation of the Consolidated Financial Statements, GDEV is presented in the Consolidated Financial Statements of the Company utilizing ASC 946 accounting requirements. ASC 946 requires investments of an investment company to be recorded at the estimated fair value in the Consolidated Balance Sheet and the unrealized gains and/or losses in an investment’s fair value to be recognized on a current basis in the Consolidated Statement of Operations. All of the investments held by GDEV are presented at their estimated fair values within Investments, at fair value in the Company’s Consolidated Balance Sheet as of June 30, 2022. Additionally, the revenue, expenses and income of GDEV are included in the appropriate captions within the Company’s Consolidated Statement of Operations. Variable Interest Entities The Company assesses entities for consolidation in accordance with ASC 810. The Company first considers whether an entity is considered a VIE and therefore whether to apply the VIE model. Entities that do not qualify as VIEs are evaluated for consolidation as voting interest entities (“VOE”) under the voting interest model. The Company consolidates all VIE’s in which it holds a controlling financial interest, and all VOE’s that it controls through a majority voting interest or through other means. The Company evaluates whether an entity is a VIE upon acquisition of ownership interest or when reconsideration events occur as outlined per ASC 810. The consolidation guidance requires an analysis to determine (a) whether an entity in which the Company holds a variable interest is a VIE and (b) whether the Company’s has a controlling financial interest. An entity is a VIE if any one of the following conditions exist: (i) the legal entity does not have sufficient equity investment at risk, (ii) the equity investors at risk, as a group, lack the characteristics of a controlling financial interest, or (iii) the legal entity is structured with disproportionate voting rights. A controlling financial interest is defined as (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Refer to Note 13. Variable Interest Entities for further details. Equity Method Investments When the Company does not have a controlling financial interest in an entity but exerts significant influence over the entity’s operating and financial decisions, the Company applies the equity method of accounting. The Company has elected the fair value option for each of its equity method investments. The Company reflects changes in the fair value of its equity method investments in Net unrealized gain on investments on the Consolidated Statement of Operations. Dividend income is recorded in Other revenue on the Consolidated Statement of Operations as of the date that dividends are declared by the investee. The value of the Company's equity method investments are recorded to Investments, at fair value on the Consolidated Balance Sheet. During September 2021, OYA Solar B1 Intermediate Holdco LLC ("OYA Solar") was formed. As of June 30, 2022, the Company’s investment represented approximately 50.00% of OYA Solar’s issued and outstanding equity shares. The Company determined that it does not have a controlling financial interest in OYA Solar but could exert significant influence over operating and financial policies because of our ownership interest in OYA Solar. Accordingly, the Company accounted for its investment in the preferred shares of OYA Solar as an equity method investment and elected the fair value option for this investment. As of June 30, 2022, the value of the Company's investment in OYA Solar was $13.5 million, which is recorded within Investments, at fair value on the Consolidated Balance Sheet. For the period ended June 30, 2022, the Company recorded no unrealized gain or loss and no dividend income with respect to this investment. During February 2016, Aurora Solar Holdings, LLC ("Aurora Solar") was formed. As of June 30, 2022, the Company’s investment represented approximately 49.00% of Aurora Solar’s issued and outstanding common shares. The Company determined that it does not have a controlling financial interest in Aurora Solar but could exert significant influence over operating and financial policies because of its ownership interest in Aurora Solar. Accordingly, the Company accounted for its investment in the common shares of Aurora Solar as an equity method investment and elected the fair value option. As of June 30, 2022, the value of the Company's investment in Aurora Solar was $71.7 million, which is recorded within Investments, at fair value on the Consolidated Balance Sheet. For the period ended June 30, 2022, the Company recorded an unrealized loss of $1.4 million and dividend income of $1.0 million, with respect to Aurora Solar, which is recorded in Net unrealized gain on investments and Other revenue, respectively, on the Consolidated Statement of Operations. Noncontrolling Interests, Redeemable Noncontrolling Interests and Hypothetical Liquidation at Book Value (“HLBV”) Noncontrolling interests (“NCI”) represent the portion of the Company’s net income (loss), net assets and comprehensive income (loss) that are not allocable to the Company as they represent third-party interests in the net assets of the respective entity and are based on the contractual allocations within the respective operating agreement or allocated to NCI attributable to the limited partner investors. For certain NCI when the preferences on profit sharing on liquidation rights and priorities differ from the ownership percentages, the Company considers ASC Topic 970, Real Estate - General ("ASC 970") and applies the HLBV method of reporting. Under the HLBV method, the amounts of income and loss attributed to the NCI reflect the changes in the amounts the third parties would hypothetically receive at each balance sheet date based on the liquidation provisions of the respective partnership agreements. HLBV assumes that the proceeds available for distribution are equivalent to the unadjusted, stand-alone net assets of each respective partnership, as determined under U.S. GAAP. The third party noncontrolling interests in the Consolidated Statement of Operations and Consolidated Statement of Comprehensive Income, if applicable, are determined based on the difference in the carrying amounts of NCI on the Consolidated Balance Sheet between reporting dates, adjusted for any capital transactions between the Company and third-party investors that occurred during the respective period. The Company accounts for the portion of net assets in the consolidated entities attributable to the noncontrolling investors as RNCI or NCI in its Consolidated Financial Statements using the HLBV method. NCI in subsidiaries that are redeemable at the option of the NCI holder are classified as RNCI on the Consolidated Balance Sheet. Refer to Note 16. Noncontrolling Interests and Redeemable Noncontrolling Interests for further details. Use of Estimates The preparation of the Company’s Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include investments in highly liquid money market instruments with an original maturity of three months or less. Restricted Cash Restricted cash consists of cash accounts used as collateral for letters of credit and financial institutional loan requirements that are restricted for use on certain of the Company's renewable energy projects. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts. Accounts receivable also include unbilled accounts receivable, which is comprised of the monthly power generated under power purchase agreements ("PPAs") not yet invoiced. The Company reviews its accounts receivable for collectability and records an allowance for doubtful accounts for estimated uncollectible accounts receivable as deemed necessary. Accounts receivable are written off when they are no longer deemed collectible. The allowance is based on the Company's assessment of known delinquent accounts, historical experience and other currently available evidence of the collectability and the aging of accounts receivable. The underlying assumptions, estimates and assessments the Company uses to provide for losses are updated to reflect the Company's view of current conditions. Changes in such estimates could significantly affect the allowance for losses. It is possible the Company will experience credit losses that are different from the Company's current estimates. Based on the Company's assessment performed as of June 30, 2022, no allowance for doubtful accounts was recorded. Fair Value Measurements ASC Topic 820, Fair Value Measurement ("ASC 820") 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. Refer to Note 5. Fair Value Measurements and Investments for further details. Property, Plant and Equipment, net Property, plant and equipment is stated at historical cost net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated remaining useful lives of individual assets or classes of assets noted in the table below. Additions and improvements extending asset lives beyond their remaining estimated useful lives are capitalized, while repairs and maintenance, including planned major maintenance, are charged to expense as incurred. Asset Class Useful Lives (Years) Solar energy systems 35 Wind energy systems 30 Battery storage systems 10 All costs directly related to the acquisition, development, and construction of long-lived assets are capitalized, including taxes and insurance incurred during the construction phase. A portion of interest costs, including amortization of debt issuance and financing costs associated with the generation facilities' financing arrangements, are capitalized during construction. Development costs includes the project development costs, which are expensed until it is probable that commercial success will be achieved. Once the assets are placed into service, all of t he capitalized costs are depreciated over the estimated useful lives of the assets. Refer to Note 6. Property, Plant and Equipment for further details. Goodwill Goodwill reflects the excess of the consideration transferred, including the fair value of any contingent consideration, over the assigned fair values of the identifiable net assets acquired. Goodwill is not amortized and is tested for impairment at least on an annual basis at the beginning of the fourth quarter or more frequently if facts or circumstances indicate that the goodwill might be impaired. In assessing goodwill for impairment, the Company may elect to use a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of goodwill is less than its carrying amount. If the Company determines it is not more likely than not that the fair value of goodwill is less than its carrying amount, the Company will not be required to perform any additional tests in assessing goodwill for impairment. If the Company concludes otherwise, or elects not to perform the qualitative assessment, then the Company will be required to perform the quantitative impairment test. If the estimated fair value of the reporting unit is less than its carrying value, the Company performs additional quantitative analysis to determine if the reporting unit’s goodwill has been impaired. Impairment is indicated if the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, and an impairment charge is recognized for the differential. During the period ended June 30, 2022, the Company recorded $220.9 million of goodwill related to the Acquisition, which is not deductible for tax purposes. Refer to Note 7. Goodwill, Other Intangible Assets and Out-of-market Contracts for further details. Amortizable and Other Intangible Assets and Out-of-market Contracts Contract-based intangible assets, including intangible assets and liabilities (out-of-market contracts) associated with PPAs and renewable energy credit ("REC") agreements, represent the value of rights that arise from contractual arrangements. When the Company acquires a project with an existing PPA or REC agreement in an asset acquisition or business combination and the terms of the contract are favorable or unfavorable relative to market terms, the Company recognizes intangible assets or liabilities in its accounting for the acquisition. In addition, in the Company’s accounting for the transition from the Investment Basis to the Non-Investment Basis, the Company identified and recorded contract-based intangible assets and liabilities associated with its existing PPAs and REC agreements, as applicable. The Company amortizes identifiable intangible assets consisting of channel partner relationships, out-of-market PPAs, out-of-market REC contracts and trademarks because these assets have finite lives. The Company’s amortizable intangible assets with finite lives are amortized on a straight-line basis over the estimated useful lives. The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful lives. The contract-based intangible assets and liabilities (out-of-market contracts) associated with PPA and REC agreements 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. Amortization expense related to the Company's finite lived intangible assets was $2.9 million for the period ended June 30, 2022. This includes $1.8 million of net contract amortization on PPA and REC contract intangible assets and out-of-market contracts recorded within Contract amortization, net and $1.1 million of amortization expense on channel partner relationships and trademark intangible assets recorded within Depreciation, amortization and accretion on the Consolidated Statement of Operations. Refer to Note 7. Goodwill, Other Intangible Assets and Out-of-market Contracts for further details. Impairment of Long-Lived Assets In accordance with ASC Topic 360, Property, Plant, and Equipment, long-lived assets and intangible assets with determinable useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used, is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets and would be charged to earnings. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the costs to sell. The Company did not recognize any impairment charges on long-lived assets for the period ended June 30, 2022. Notes Receivable The Company’s notes receivable consists of loans made by the Company, who serves as the debt holder, to different entities, serving as borrowers, as a way to finance the development and construction of renewable energy projects. The Company accounts for its notes receivable in accordance with ASC Topic 310, Receivables ("ASC 310"). In accordance with ASC 310, notes receivable held for investment are reported on the balance sheet at their amortized cost basis. The amortized cost basis is the amount at which a financing receivable or investment is originated or acquired, adjusted for applicable accrued interest, accretion, or amortization of premium, discount, and net deferred fees or costs, or other adjustments. The Company's notes receivable were all issued at their respective principal amounts. Interest income will be recognized based on the contractual rate in the loan agreement and any premium/discount will be amortized to interest income using the effective interest rate method. Further, for loans where paid in kind interest at the election of the borrower is present and for loans where the rate of interest changes over the life of the loan, such interest rate features will be considered and included in the effective interest rate calculation and recognition of interest income. The Company does not currently maintain a loan loss allowance as it has not experienced any such losses in historical periods and does not anticipate future losses. The Company evaluates any potential need for loan loss reserves on a periodic basis based on relevant internal and external factors that affect loan collectability, including the amount of outstanding loans owed to the Company, current collection patterns and current economic trends. As these conditions change, the Company may need to record allowances in future periods. The Company classifies its loans on a current (due within 12 months of reporting date) and long term (due in excess of 12 months from reporting date) basis in accordance with stated maturity dates. Interest income from the notes receivable represents ordinary business activities and are presented as Other revenue on the Consolidated Statement of Operations. The Company’s n otes receivables consists of the following: As of June 30, 2022 Interest rate Maturity date Notes receivable, current Chaberton $ 6,850,039 8.00% 10/14/2022 (1) New Market 5,008,070 9.00% 9/30/2022 (2) SE Solar 5,008,304 9.00% 9/30/2022 (3) Shepherds Run 8,751,528 8.00% 9/30/2022 (4) Cider 13,929,230 8.00% 6/30/2022 (5) Total notes receivable, current 39,547,171 Notes receivable, noncurrent Kane Warehouse 330,871 10.25% 2/28/2025 Total notes receivable, noncurrent 330,871 Total notes receivable 39,878,042 (1) The loan was paid in full on October 14, 2022. (2) Option for purchase agreement exercised on September 30, 2022. The parties involved are working in good faith to enter into a purchase agreement and close on the transaction by December 31, 2022. (3) The maturity date was amended to December 31, 2022. (4) Effective as of September 30, 2022, the maturity date was amended to December 31, 2023. (5) The maturity date was amended to March 31, 2023. The notes receivable current, are recorded within Notes receivable, current on the Consolidated Balance Sheet. The notes receivable, noncurrent are recorded within Other noncurrent assets on the Consolidated Balance Sheet. The Company's Consolidated Balance Sheet includes two additional loans as a result of the consolidation of GDEV. As all of the investments held by GDEV are presented at their estimated fair values, the Company has recorded $14.3 million within Investments, at fair value on the Consolidated Balance Sheet related to these loans. Debt Issuance, Deferred Financing Costs and Debt Discount Deferred financing costs are amortized over the term of the Company’s financing arrangements using the effective interest method as a component of interest expense. Unamortized deferred financing costs are reflected as an offset to the scheduled principal payments and are presented as a reduction of Long-term debt, net of current portion, on the Consolidated Balance Sheet. As a result of the change in status from the Investment Basis to the Non-Investment Basis, the Company recorded a debt discount given that the fair value of the majority of its debt facilities was lower than the outstanding principal balance. The total debt discount recorded on May 19, 2022, the date of the change in status, was $29.6 million. Unamortized debt discounts are reflected as an offset to the scheduled principal payments and are presented as a reduction to Long-term debt, net of current portion on the Consolidated Balance Sheet. Refer to Note 9. Debt for further details. Acquisitions For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The consideration transferred for the acquired business is allocated to the assets acquired and liabilities assumed based on the fair values at the date of acquisition, including identifiable intangible assets. Any excess of the amount paid over the estimated fair value of the identifiable net assets acquired is allocated to goodwill. These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, implied rate of return and weighted average cost of capital, asset lives and market multiples, among other items. Acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred. Asset acquisitions are measured based on the cost to the Company, including transaction costs. Asset acquisition costs, or the consideration transferred by the Company, are assumed to be equal to the fair value of the net assets acquired. If the consideration transferred is cash, measurement is based on the amount of cash paid to the seller, as well as transaction costs incurred. The cost of an asset acquisition is allocated to the assets acquired based on their relative estimated fair values. Goodwill is not recognized in an asset acquisition. 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 June 30, 2022, the Company has recorded a liability of $16.5 million within Contingent consideration, current on the Consolidated Balance Sheet related to these agreements. Segment Information ASC Topic 280, Segment Reporting (“ASC 280”) 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 chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company manages its business as two operating segments and two reportable segments. Segment information is consistent with how the CODM reviews the business, makes resource allocation decisions, and assesses performance. Refer to Note 19. Segment Reporting for further details. Distribution Policy D |
Investments
Investments | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The composition of the LLC’s investments as of December 31, 2021 by geographic region, at cost and fair value, were as follows: Investments Investments Fair Value 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 % The composition of the LLC’s investments as of December 31, 2021 by industry, at cost and fair value, were as follows: Investments Investments Fair Value 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. |
Valuation of Investments at Fai
Valuation of Investments at Fair Value | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Valuation of Investments at Fair Value | Valuation of Investments at Fair Value The following table presents fair value measurements of investments, by major class, as of December 31, 2021, according to the fair value hierarchy: 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. The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the period ended May 18, 2022: Balance as of December 31, Net Translation Purchases Cost adjustments (1) Sales and repayments of investments (2) Net Balance as of May 18, Limited Liability Company Member Interests $ 1,332,932,893 $ 13,652,146 $ — $ 322,059,701 $ (210,519,840) $ (1,688) $ 1,458,123,212 Capital Stock 1,749,886 (4,325) (26,172) — — — — 1,719,389 Energy Efficiency - Secured Loans 380,640 — — — — (55,000) — 325,640 Secured Loans - Other 33,286,139 — — 17,364,517 — (12,270,274) — 38,380,382 Total $ 1,368,349,558 $ 13,647,821 $ (26,172) $ 339,424,218 $ (210,519,840) $ (12,325,274) $ (1,688) $ 1,498,548,623 (1) Includes paid-in-kind interest, return of capital and additional investments 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 period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through May 18, 2022 attributable to Level 3 investments still held was $3.0 million and $13.6 million, respectively. Reclassifications impacting Level 3 of 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 period from January 1, 2022 through May 18, 2022. The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the six months ended June 30, 2021: Balance as of December 31, Net Translation Purchases Cost adjustments (1) Sales and repayments of investments (2) Net Balance as of June 30, Limited Liability Company Member Interests $ 609,394,039 $ 22,067,509 $ — $ 474,013,966 $ (107,726,383) $ (27,251) $ (201,462) $ 997,520,418 Capital Stock 1,689,628 57,615 40,323 — — — — 1,787,566 Energy Efficiency - Secured Loans 398,640 — — — — (18,000) — 380,640 Secured Loans - Other 37,327,690 — — 11,012,745 — (3,911,618) — 44,428,817 Total $ 648,809,997 $ 22,125,124 $ 40,323 $ 485,026,711 $ (107,726,383) $ (3,956,869) $ (201,462) $ 1,044,117,441 (1) Includes paid-in-kind interest, return of capital and additional investments 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 and six months ended June 30, 2021 attributable to Level 3 investments and foreign currency translation still held was $20.0 million and $22.2 million, respectively. Reclassifications impacting Level 3 of 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 six months ended June 30, 2021. As of December 31, 2021, most of the LLC’s portfolio investments utilized Level 3 inputs. The following table presents the quantitative information about Level 3 fair value measurements of the LLC’s investments as of December 31, 2021: Fair Value Valuation Unobservable Range of Inputs 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, 11.0 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, 12.0 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 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. |
Related Party Agreements and Tr
Related Party Agreements and Transaction Agreements | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Agreements and Transaction Agreements | Note 14. 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 Transaction Agreements as included in the Notes to the Consolidated Financial Statements as prepared under the Investment Basis. Immediately prior to the closing of the Acquisition on May 19, 2022, 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 is reflected in Other capital activity on the Consolidated Statement of Redeemable Noncontrolling Interests and Equity. Modified Special Unit In accordance with the terms of the Fourth Amended and Restated Limited Liability Company Operating Agreement of the Company (the “Fourth Operating Agreement”), GREC Advisors, LLC, a wholly owned subsidiary of GCM (the “Special Unitholder”), was the holder of a special unit of membership interest in the Company (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 net asset value (“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 Amended and Restated Limited Liability Company Operating Agreement of the Company (the "Fifth Operating Agreement"), the “Liquidation Performance Participation Distribution” is payable to GB Liquidation Performance Holder LLC (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 17. 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 period ended June 30, 2022 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 (the “Registration Rights Agreement”), pursuant to which GREC has agreed to use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission 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 five investment entities - the Company, GDEV, Greenbacker Renewable Opportunity Zone Fund LLC ("GROZ"), GDEV B, and Greenbacker Renewable Energy Company II, LLC ("GREC II"). The Advisory Agreement between GCM and the Company was terminated in connection with the Acquisition. However, the Company continues to provide investment management services to GROZ, GDEV, GDEV B, 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 a result of the Company consolidating GDEV, $0.2 million of management fee revenue earned under the advisory agreement with GDEV is considered intercompany revenue and is therefore eliminated in consolidation. Management fee revenue earned under the advisory agreement with GDEV B is not considered intercompany revenue, is not eliminated in consolidation, and is more fully described below. 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 period ended June 30, 2022, the Company earned $34.3 thousand 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 June 30, 2022, the Company was owed $0.1 million in management fees from GROZ, which is included in Accounts receivable on the Consolidated Balance Sheet. 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 during the period ended June 30, 2022. Base management fees under GCM's advisory agreement with GDEV B 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 B 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 B. 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 B. The management fees earned are payable quarterly, in advance. During the period ended June 30, 2022, the Company earned $58.3 thousand in management fees from GDEV B, which is included in Investment Management revenue on the Consolidated Statement of Operations. As of June 30, 2022, the Company was owed $0.2 million in management fees from GDEV B, which is included in Accounts receivable on the Consolidated Balance Sheet. Base management fees under GCM's advisory fee agreement with GREC II are to be calculated at a monthly rate of 1.25% annually of the aggregate net asset value ("NAV") of the net assets attributable to Class F shares of GREC II plus an annual percentage of the aggregate NAV of the net assets attributable to Class I, Class D, Class T, and Class S shares in accordance with the following schedule: Aggregate NAV 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) Due to GREC II's early stage of development, the Company did not earn any management fees under the advisory agreement during the period ended June 30, 2022. The Company is also eligible to receive certain performance-based incentive fee distributions 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. The Company did not recognize any revenue related to GREC II incentive fee distributions during the period ended June 30, 2022. 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”). Certain of the loans with LED Funding LLC, an AEC Company, converted to a lease on the day the energy efficiency upgrades became operational. AEC Companies are considered related parties, as the members of these entities own a direct, noncontrolling ownership interest in the Company. The loans between the AEC Companies and the Company, and the subsequent leases, were negotiated at an arm’s length and contain standard terms and conditions that would be included in third-party lending agreements, including required security and collateral, interest rates based upon risk of the specific loan, and term of the loan. As of June 30, 2022, the Company was owed $0.1 million in lease payments from AEC Companies, which is included in Accounts receivable on the Consolidated Balance Sheet. As of June 30, 2022, the principal balance of the loan receivable was $0.3 million, which is included in Other noncurrent assets on the Consolidated Balance Sheet, and interest receivable was not material. Payments received on the operating leases and the loan receivable during the period ended June 30, 2022 were not material. 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 14. Related Parties as included in the Notes to the Consolidated Financial Statements as prepared under the Non-Investment Basis. 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 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 10.0% 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 liability is included in Deferred sales commission payable on the Consolidated Statement of Assets and Liabilities and fees recorded in Accumulated (losses) (specific to the Class C Shares) on the Consolidated Statement of Assets and Liabilities. The LLC continues to assess the value of the liability on a regular basis. The LLC also reimbursed GCM for the 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 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 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 LLC. This entitled the Special Unitholder to 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 $50,000,000) 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. 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. Type of Compensation and Recipient Determination of Amount 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. For the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through May 18, 2022, GCM earned $3.8 million and $10.7 million, respectively, in management fees. For the three and six months ended June 30, 2021, GCM earned $5.4 million and $9.5 million, respectively, in management fees. As of December 31, 2021, the LLC owed $2.3 million, to GCM in management fees, which amounts are included in Management fee payable on the Consolidated Statement of Assets and Liabilities. The Performance participation fee recorded on the Consolidated Statements of Operations for the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through May 18, 2022 is nil and $0.4 million, respectively. GCM earned $1.3 million in Performance Participation Fees for the three and six months ended June 30, 2021. The expenses are recorded in Performance Participation Fees in the Consolidated Statements of Operations. The Performance Participation Fee payable and due for the year ended December 31, 2021 was $3.4 million. As of December 31, 2021, $0.6 million were due to GCM for O&O costs related to the private continuous offering and shown as Due to GCM on the Consolidated Statement of Assets and Liabilities. As of May 18, 2022, GCM owned 23,601 Class A shares and 2,776 Class P-D shares. As of December 31, 2021, 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 Renew AEC One LLC (“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, non-controlling 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 May 18, 2022, all loans and leases are considered current per their terms. On October 9, 2020, GREC made a $5.0 million limited partner (“LP”) commitment to Greenbacker Development Opportunities Fund I, LP (“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 Greenbacker Development Opportunities GP I, LLC, GDEV's general partner. GDEV is an affiliate of GREC as GDEV shares the same investment advisor as the LLC. As of May 18, 2022, $2.9 million of the commitment was funded. |
Borrowings
Borrowings | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Borrowings | Note 9. Debt The Company has entered into credit facilities and loan agreements through its subsidiaries, as described below. Outstanding Interest rate Maturity date Letter of Credit Facility $ — Fed Funds Rate + 0.75% September 4, 2022* GREC Entity HoldCo 78,073,040 1 mo. LIBOR + 1.75% June 20, 2025 Midway III Manager LLC 15,212,996 3 mo. LIBOR + 1.50% October 31, 2025 Trillium Manager LLC 74,744,882 3 mo. LIBOR + 1.88% June 9, 2027 GB Wind Holdco LLC 125,308,451 3 mo. LIBOR + 1.38% December 31, 2027 Greenbacker Wind Holdings II LLC 73,309,813 3 mo. LIBOR + 1.88% December 31, 2026 Conic Manager LLC 24,356,358 3 mo. LIBOR + 1.75% April 1, 2028 Turquoise Manager LLC 32,097,723 3 mo. LIBOR + 1.25% December 23, 2027 Eagle Valley Clean Energy LLC 34,969,323 1.91% January 2, 2057 Eagle Valley Clean Energy LLC (Premium loan) 302,206 2.00% November 30, 2022 Greenbacker Equipment Acquisition Company LLC 6,500,000 Prime + 1.00% March 31, 2023 ECA Finco I, LLC 20,606,149 3 mo. LIBOR + 2.25% February 25, 2028 GB Solar TE 2020 Manager LLC 19,551,522 3 mo. LIBOR + 1.88% October 30, 2026 Sego Lily Solar Manager LLC 54,408,705 1 mo. SOFR + 1.38% August 17, 2028 Celadon Manager LLC 19,080,864 1 mo. SOFR + 1.50% February 18, 2029 GRP II Borealis Solar LLC 42,238,210 3 mo. LIBOR + 2.50% June 30, 2027 Total debt $ 620,760,242 Less: Current portion of long-term debt (36,897,511) Less: Discount on long-term debt (29,428,882) Less: Deferred financing fees (4,554,026) Total long-term debt, net $ 549,879,823 * On August 9, 2022, the maturity date was amended to September 4, 2023 in the Tenth Amendment to the Letter of Credit Facility Agreement. On December 6, 2019 the Company entered into a $15.0 million revolving letter of credit facility (“LC Facility”) agreement with Fifth Third Bank. The LC Facility agreement was subsequently amended to include an equipment loan, increase the aggregate principal amount to $40.0 million, require maintenance of cash collateral in an amount equal to 100% of the outstanding obligation and reduce the letter of credit fee from 2.25% to 0.75%. GREC Entity HoldCo On November 25, 2021, GREC Entity HoldCo's loan with Fifth Third Bank converted to a term loan with a maturity on June 20, 2025. The loan bears interest at a rate equal to the one-month LIBOR rate plus 1.75%. The loan is secured by all of the assets of GREC Entity HoldCo and the equity interests of each direct and indirect subsidiary of the Company. The Company, GREC and each direct and indirect subsidiary of the Company are guarantors of the Company’s obligations under the loan. GREC has pledged all of the equity interests of GREC Entity HoldCo as collateral for this credit facility. Refer to Note 6. Borrowings under the Investment Basis for further detail. Midway III Manager LLC On October 31, 2018, Midway III Manager LLC converted its construction loan with KeyBank National Association (“KeyBank”) to a term loan. The term loan bears annual interest at three-month LIBOR plus 1.50% until the fourth anniversary of the term conversion, and 1.63% from and including the fourth anniversary to the seventh anniversary. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of October 31, 2025. The loan is secured by a first-priority security interest in all assets of Midway III Manager LLC, including a pledge of (a) Midway Manager LLC's interest in Midway III Holdings LLC and (b) GREC's ownership interests in Midway III Manager LLC. Trillium Manager LLC On June 9, 2020, Trillium Manager LLC entered into a loan agreement with Fifth Third Bank as administrative agent for various lenders which provided for certain construction, revolving and term loans in an amount not to exceed $100.0 million. The revolving loans were available until the Borrowing Base availability End Date, defined as two years after the June 9, 2020 closing date after which all outstanding revolving loans converted into the term loan. The term loan bears interest at a rate of three-month LIBOR plus an applicable margin, which is 1.88% per annum through the fourth anniversary of the closing date, and 2.00% per annum after the fourth anniversary of the closing date and increasing by 0.13% for each fourth anniversary thereafter. The loan is secured by a first-priority security interest in all assets of Trillium Manager LLC, including a pledge of (a) Trillium Manager LLC's interest in Trillium Holdings LLC and, (b) GREC's ownership interests in Trillium Manager LLC. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of June 9, 2027. In addition, Trillium Manager LLC is party to several letter of credit facility agreements, not to exceed $5.0 million. GB Wind Holdco LLC On November 22, 2019, GB Wind Holdco LLC entered into a loan agreement with Bayerische Landesbank that was subsequently amended and restated on January 13, 2020, to provided financing in connection with the operation and maintenance of certain wind facilities. The loan bears interest at the three-month LIBOR rate plus an applicable margin, which is 1.38% per annum through the fourth anniversary of the closing date and 1.50% per annum after the fourth anniversary of the closing date and increasing by 0.13% for each fourth anniversary thereafter. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of December 31, 2027. The loan is secured by wind energy facilities owned through wholly owned subsidiaries. Greenbacker Wind Holdings II LLC On November 20, 2020, Greenbacker Wind Holdings II LLC entered into a financing agreement with KeyBank as administrative agent for various lenders who agreed to provide long-term financing. On February 19, 2021, Greenbacker Wind Holdings II LLC entered into a second loan agreement with KeyBank National Association pursuant to an amended and restated financing agreement. The loan bears interest at the three-month LIBOR rate plus an applicable margin, which is 1.88% per annum until the fourth anniversary of the term conversion date and 2.00% per annum after the fourth anniversary of the term conversion date. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of December 31, 2026. The loan is secured by wind energy facilities owned and operated by Greenbacker Wind Holdings II LLC and a pledge of Holiday Hill Manager LLC's interest in Holiday Hill Holdings LLC. Conic Manager LLC On August 8, 2019, Conic Manager LLC entered into a loan agreement with Fifth Third Bank. On April 1, 2021, Conic Manager LLC converted its term loan with Fifth Third Bank to a revolving line of credit facility in the aggregate principal amount of up to $24.4 million. There is a commitment fee equal to 0.30% per annum on any unused amount. The revolving line of credit facility is available to be drawn until October 31, 2022, at which point any outstanding balance will convert to a term loan. Principal and interest payments are made on the last day of each three-month period with principal payments commencing on January 21, 2023 and continuing through the scheduled maturity date of April 1, 2028. The loan bears interest at a rate per annum equal to the LIBOR rate plus 1.75%. The loan is secured by a first-priority security interest in all assets of Conic Manager LLC, including a pledge of (a) Conic Manager LLC's interest in Conic Holdings LLC and, (b) GREC's ownership interests in Conic Manager LLC. Turquoise Manager LLC On February 12, 2020, Turquoise Manager LLC entered into a financing agreement with KeyBank as administrative agent for various lenders who agreed to provide a construction loan facility, an ITC bridge loan facility, and a term loan facility in connection with the construction and development of a solar energy facility. On December 23, 2020, the term loan conversion date occurred, and the construction loan and ITC bridge loan were repaid in full. The term loan is secured by a first-priority security interest in all assets of Turquoise Manager LLC, including a pledge of (a) Turquoise Manager LLC's interest in Turquoise Holdings LLC and, (b) GREC's ownership interests in Turquoise Manager LLC. The term loan bears interest at the three-month LIBOR rate plus an applicable margin, which is 1.25% per annum through the fifth anniversary of the term conversion, and 1.38% per annum thereafter through the maturity date, December 23, 2027. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date. Eagle Valley Clean Energy LLC On April 24, 2019, Eagle Valley Clean Energy LLC ("EVCE"), as a term of the Company’s acquisition of EVCE, entered into a debt settlement agreement and amended its loan with the United States of America through the Administrator of the Rural Utilities Service (“RUS”) and its wholly owned corporation, the Federal Financing Bank (“FFB”). Pursuant to the debt settlement agreement, the amendment deferred interest payments through March 31, 2024 (the “Interest Forbearance Period”), deferred principal payments through March 31, 2029 (the “Principal Forbearance Period”), provided for certain waivers, and waived any existing events of default. During the Interest Forbearance Period, EVCE is required to make quarterly interest payments of not less than $85,000. Interest will continue to accrue at the then available 30-year fixed interest rate, 1.91%, and will be added to the principal balance, both of which will be payable every three months following the expiration of the Principal Forbearance Period. The loan matures on January 2, 2057. On November 30, 2021, EVCE entered into a premium financing agreement ("Premium loan") for $1.0 million with an insurance company to provide financing for insurance policies. The Premium loan bears interest at a fixed interest rate of 2.00% per annum through the maturity date, November 30, 2022. Greenbacker Equipment Acquisition Company LLC On January 29, 2021, Greenbacker Equipment Acquisition Company LLC entered into a loan and security agreement with Cathay Bank to provide an equipment financing line up to $6.5 million. which was advanced on February 1, 2021. The loan bears interest at a rate equal to 1.00% above the Prime rate, as it appears in the Wall Street Journal from time to time, payable monthly and the principal is payable on the maturity date, March 31, 2023. ECA Finco I, LLC On February 25, 2021, ECA Finco I, LLC's loan with KeyBank converted to a term. The loan bears interest at the three-month LIBOR rate plus an applicable margin, which is 2.25% per annum until February 25, 2025, and 2.50% per annum thereafter through the maturity date. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of February 25, 2028. The term loan is secured by a first-priority security interest in all assets of ECA Finco I, LLC, including a pledge of (a) ECA Finco I, LLC’s interest in ECA Holdco I and, (b) GREC's ownership interests in ECA Holdco I. GB Solar TE 2020 Manager LLC On October 30, 2020, GB Solar TE 2020 Manager LLC entered into a loan agreement with Fifth Third Bank as administrative agent for various lenders in an amount not to exceed $19.6 million. The loan bears interest at the three-month LIBOR rate plus an applicable margin, which is 1.88% through the fourth anniversary of the closing date, 2.00% per annum after the fourth anniversary of the closing date and increasing by 0.13% for each fourth anniversary thereafter. The loan is secured by a first-priority security interest in all assets of GB Solar TE 2020 Manager LLC, including a pledge of (a) GB Solar TE 2020 Manager LLC 's interest in GB Solar TE 2020 Holdings LLC and, (b) GREC's ownership interests in GB Solar TE 2020 Manager LLC. The loan requires quarterly payments of interest only through September 30, 2022, after which it requires quarterly payments of principal and interest through the maturity date, October 30, 2026. Sego Lily Solar Manager LLC On January 28, 2022, Utility Solar AcquisitionCo 2021 LLC, as a co-borrower with Sego Lily Solar Manager LLC, entered into a financing agreement with KeyBank as administrative agent for various lenders who agreed to provide a construction loan facility, an ITC bridge loan facility, and a term loan facility in connection with the construction and operations of renewable energy facilities. The financing agreement was subsequently amended on June 9, 2022 to add commitments to provide term loans for two wind energy projects. The loan is secured by a first-priority security interest in all assets of Sego Lily Solar Manager LLC, including a pledge of (a) Sego Lily Solar Manager LLC 's interest in Sego Lily Solar Holdings LLC and Graphite Solar Holdings LLC and, (b) GREC's ownership interests in Sego Lily Solar Manager LLC. On August 17, 2022, the loan converted to a term loan. The term loans bear interest at the one-month Secured Overnight Financing Rate (“SOFR”) plus an applicable margin, which is 1.38% per annum until the fourth anniversary of the term conversion and 1.50% from and including the fourth anniversary and increasing by 0.13% for each fourth anniversary thereafter. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of August 17, 2028. Celadon Manager LLC On February 18, 2022, Celadon Manager LLC entered into a loan agreement with Fifth Third Bank as administrative agent for various lenders in an amount not to exceed $71.0 million. The loan is secured by a first-priority security interest in all assets of Celadon Manager LLC, including a pledge of (a) Celadon Manager LLC's interest in Celadon Holdings LLC and, (b) GREC's ownership interests in Celadon Manager LLC. The loan bears interest at the one-month SOFR plus an applicable margin, which is 1.50% through the fifth anniversary of the closing date, 1.63% per annum after the fifth anniversary of the closing date and increasing by 0.13% for each fifth anniversary thereafter. The loan requires quarterly payments of interest only through the fifth anniversary of the closing date, after which it requires quarterly payments of principal and interest through the maturity date, February 18, 2029. GRP II Borealis Solar LLC On February 28, 2017, GRP II Borealis Solar LLC entered into an amended and restated financing agreement with Norddeutsche Landesbank Gironzentrale (“Nord Bank”) as the mandated lead arranger and administrative agent for various lenders who agreed to provide a term loan in an amount not to exceed $60.0 million. The term loan bears interest at the three-month LIBOR rate plus an applicable margin, which is 2.50% through the maturity date, June 30, 2027. The Company has entered into interest rate swap contracts to manage the interest rate risk associated with its outstanding borrowings. Refer to Note 10. Derivative Instruments for further discussion. The following table shows the components of interest expense related to the Company's borrowings for the period ended June 30, 2022: Period ended June 30, 2022 Loan interest $ 2,333,140 Commitment / letter of credit fees 400,463 Amortization of deferred financing costs 44,764 Amortization of discount on notes payable 143,194 Interest capitalized (167,853) Total $ 2,753,708 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 2022 $ 17,555,024 2023 44,017,096 2024 37,606,596 2025 103,105,131 2026 107,532,680 Thereafter 310,943,715 $ 620,760,242 On January 5, 2018, the LLC, through GREC HoldCo, entered into a credit facility agreement (the "Credit Facility") by and among GREC HoldCo, the LLC, 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 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") 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 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 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%. 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 LLC entered into a $15.0 million 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 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 LLC’s borrowings as of December 31, 2021 was as follows: December 31, 2021 Aggregate Principal Principal Amount Carrying Value Deferred Financing Term Note Payable, New Credit Facility $ 97,822,841 $ 82,151,509 $ 82,151,509 $ 2,737,887 $ 79,413,622 LC Facility 32,500,000 — — — — Total $ 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 LLC's borrowings for the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through May 18, 2022 and the three and six months ended June 30, 2021: For the period from April 1, 2022 through May 18, 2022 For the three months ended June 30, For the period from January 1, 2022 through May 18, 2022 For the six months ended June 30, Credit Facility commitment fee $ 16,276 $ 97,927 $ 136,171 $ 228,408 Credit Facility loan interest 269,277 326,728 657,528 763,473 Amortization of deferred financing costs 307,844 313,257 520,183 468,591 Total $ 593,397 $ 737,912 $ 1,313,882 $ 1,460,472 Weighted average interest rate on Credit Facility 2.3 % 1.9 % 2.0 % 1.9 % Weighted average outstanding balance of Credit Facility $ 80,884,642 $ 88,867,905 $ 81,707,643 $ 89,496,288 |
Members' Equity_2
Members' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Members' Equity | Note 17. Members' Equity General Pursuant to the terms of the Fifth Operating Agreement, the Company may issue up to 400,000,000 shares, 350,000,000 of which shares are currently designated as Class A, C, I, P-A, P-D, P-S, P-T, P-I shares and Earnout Shares (collectively, common shares), and 50,000,000 are designated as preferred shares. Except as described below, each class of common shares will have the same voting rights and rights to participate in distributions payable by the Company. In connection with the Acquisition, the Company issued 13,071,153 newly designated Earnout Shares to Group LLC pursuant to a certificate of share designation of Class EO common shares of the Company (the “Certificate of Designation”). Earnout Shares are divided into three separate series, designated as “Tranche 1 Earnout Shares,” “Tranche 2 Earnout Shares,” and “Tranche 3 Earnout Shares,” and are comprised of 4,357,051 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 Class P-I shares of the Company, (ii) vote together as a single class with the Class P-I shares on all matters submitted to holders of Class P-I shares generally, (iii) not have separate voting rights on any matters (other than amendments to the terms of the Participating Earnout Shares that affect such Participating Earnout Shares adversely and in a manner that is different from the terms of the Class P-I shares), and (iv) have the right to participate in all distributions payable by the Company, as if they were, and on a pari passu basis with, the Class P-I shares for all purposes set forth in the Fifth Operating Agreement. Prior to the satisfaction of these targets, 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 24,365,133 Class P-I shares and 13,071,153 Earnout Shares. Holders of the Class P-I shares or Earnout Shares issued pursuant to the Contribution Agreement will not be permitted to sell or transfer the Class P-I shares or Earnout Shares for twelve months after the closing date of the Acquisition. As of March 17, 2022, the Company is closed to new equity capital and is no longer offering shares except pursuant to the DRP. The Company also 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 June 30, 2022: Shares Outstanding as of May 19, 2022 Shares Issued to Complete the Acquisition Other Capital Activity Shares Shares Shares Outstanding as of June 30, 2022 Class A 16,626,973 — (23,601) 70,280 (120,655) 16,552,997 Class C 2,766,760 — — 15,592 (115,608) 2,666,744 Class I 6,445,062 — — 39,522 (57,113) 6,427,471 Class P-A 794,193 — — 5,477 — 799,670 Class P-I 103,334,227 24,365,133 14,776 201,477 (143,409) 127,772,204 Class P-D 198,948 — (2,776) 207 (5,436) 190,943 Class P-S 47,047,838 — 117,298 (134,569) 47,030,567 Class P-T 241,447 — — 957 — 242,404 Total 177,455,448 24,365,133 (11,601) 450,810 (576,790) 201,683,000 As of June 30, 2022, none of the Company’s preferred shares were issued and outstanding. The Fifth Operating Agreement authorizes the Company's Board of Directors, without approval of any of the members, to increase the number of shares the Company is authorized to issue and to classify and reclassify any authorized but unissued class or series of shares into any other class or series of shares having such designations, preferences, right, power and duties as may be specified by the Company's Board of Directors. The Fifth Operating Agreement also authorizes the Company's Board of Directors, without approval of any of the members, to issue additional shares of any class or series for the consideration and on the terms and conditions established by the Company's Board of Directors. In addition, the Company may also issue additional limited liability company interests that have designations, preferences, right, powers and duties that are different from, and may be senior to, those applicable to the common shares. Distribution Reinvestment Plan The Company adopted a DRP through which the Company’s Class A, C and I shareholders could elect to purchase additional shares with distributions from the Company rather than receiving the cash distributions. The DRP was amended as of February 1, 2021 to include all share classes. Shares issued pursuant to the DRP will have the same voting rights as shares offered pursuant to the Company's prior public and private offerings. As of November 30, 2020, pursuant to the Company's Registration Statement on Form S-3D (File No. 333-251021), it is offering up to $20.0 million in Class A, C and I shares to its 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 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 June 30, 2022, the Company issued 2,646,318 Class A shares, 456,256 Class C shares, 1,269,925 Class I shares, 32,509 Class P-A shares, 983,666 Class P-I shares, 1,750 Class P-D shares, 599,353 Class P-S shares, and 5,280 Class P-T shares for a total of 5,995,057 aggregate shares issued under the DRP. Share Repurchase Program The Company offers an SRP pursuant to which quarterly share repurchases are conducted to allow members to sell shares back to the Company at a price equal to the then current monthly share value for that class of shares. The SRP includes numerous restrictions that will limit a shareholder’s ability to sell shares. At the sole discretion of the Board of Directors, the Company may also use cash on hand (including the proceeds from the issuance of new shares), cash available from borrowings or other external financing sources and cash from liquidation of investments to repurchase shares. A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a 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. Effective September 1, 2020, the Company, through approval by its Board of Directors, adopted an amended share repurchase program, 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 repurchases limits for the Company’s new share repurchase program are set forth below. Quarter Ending Share Repurchase Limit(s) September 30, 2021, and each quarter thereafter During any 12-month period, 20.00% of the weighted average number of outstanding shares During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters The Company has received an order for the SRP from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, the SRP is substantially similar to repurchase programs for which the SEC has stated it will not recommend enforcement action under Rule 13e-4 and Regulation 14E under the Exchange Act. Liquidation Performance Unit In connection with the Acquisition, the Company issued a new Liquidation Performance Unit (the “LPU”) to the LPU Holder to replace the Special Unit previously issued to GCM. The Special Unit was contributed in connection with and immediately prior to the Acquisition from Group LLC, and therefore, was cancelled and terminated. The LPU Holder was formed on May 19, 2022 with the sole purpose of holding the LPU and is a wholly owned subsidiary of Group LLC. 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 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 June 30, 2022. 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 710. Since none of the events that would trigger the distribution was considered probable to occur, no liability was recognized as of June 30, 2022, and no compensation expenses was recognized for the period ended June 30, 2022. Distributions On the last business day of each month, with the authorization of the board of 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 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 30-Jun-22 $ 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 period ended June 30, 2022: Pay Date Paid in Value of Total June 1, 2022 $ 6,954,111 $ 2,020,049 $ 8,974,160 July 1, 2022 7,344,811 1,889,655 9,234,466 Total $ 14,298,922 $ 3,909,704 $ 18,208,626 All distributions paid for the period ended June 30, 2022 are expected to be reported as a return of capital to members for tax reporting purposes. Cash distributions for the period ended June 30, 2022 were funded from 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 acquisition strategy to include a greater 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. 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. As of March 17, 2022, the LLC is closed to new equity capital and is no longer offering shares except pursuant to the DRP. The following table is a summary of the shares issued and repurchased during the period and outstanding as of May 18, 2022: Shares Outstanding as of December 31, Shares Sold Shares Shares Shares Outstanding as of May 18, Class A shares 16,580,558 — 137,884 (91,469) 16,626,973 Class C shares 2,741,963 — 31,007 (6,210) 2,766,760 Class I shares 6,449,493 — 77,618 (82,049) 6,445,062 Class P-A shares 783,593 — 10,600 — 794,193 Class P-I shares 92,069,013 11,211,603 370,820 (317,209) 103,334,227 Class P-D shares 198,548 — 400 — 198,948 Class P-S shares 46,324,757 713,196 233,094 (223,209) 47,047,838 Class P-T shares 239,594 — 1,853 — 241,447 Total 165,387,519 11,924,799 863,276 (720,146) 177,455,448 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, Shares Sold Shares Shares Shares Transferred During Shares Outstanding as of December 31, 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 for the period from January 1, 2022 through May 18, 2022 and for the six months ended June 30, 2021 were as follows: Class A Class C Class I Class P-A Class P-I Class P-D Class P-S Class P-T Total For the period from January 1, 2022 through May 18, 2022: Proceeds from Shares Sold $ — $ — $ — $ — $ 98,650,613 $ — $ 6,300,999 $ — $ 104,951,612 Proceeds from Shares Issued through Reinvestment of Distributions $ 1,148,176 $ 252,049 $ 646,222 $ 91,397 $ 3,262,904 $ 3,540 $ 2,065,980 $ 16,464 $ 7,486,732 For the six months ended June 30, 2021: Proceeds from Shares Sold $ — $ — $ — $ 4,532,328 $ 238,264,611 $ 1,355,391 $ 307,710,190 $ 968,625 $ 552,831,145 Proceeds from Shares Issued through Reinvestment of Distributions $ 1,747,318 $ 385,936 $ 972,579 $ 20,467 $ 493,636 $ 5,359 $ 335,065 $ 1,352 $ 3,961,712 As of December 31, 2021, 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 May 18, 2022, the LLC issued 2,576,038 Class A shares, 440,664 Class C shares, 1,230,403 Class I shares, 27,032 Class P-A shares, 782,189 Class P-I shares, 1,543 Class P-D shares, 482,055 Class P-S shares and 4,323 Class P-T shares for a total of 5,544,247 aggregate shares issued under the DRP. As of December 31, 2021, the LLC issued 2,438,154 Class A shares, 409,657 Class C shares, 1,152,785 Class I shares, 16,432 Class P-A shares, 411,369 Class P-I shares, 1,143 Class P-D shares, 248,961 Class P-S shares and 2,470 Class P-T shares for a total of 4,680,971 aggregate shares issued under the DRP. Share Repurchase Program The LLC offers a share repurchase program ("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. 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 |
Distributions
Distributions | 6 Months Ended |
Jun. 30, 2022 | |
Distributions Made to Members or Limited Partners [Abstract] | |
Distributions | 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 30-Jun-22 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 The following table reflects the distributions declared during the period from January 1, 2022 through May 18, 2022: Pay Date Paid in Value of 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 May 2, 2022 6,291,008 1,934,690 8,225,698 Total $ 24,716,108 $ 7,486,732 $ 32,202,840 The following table reflects the distributions declared during the six months ended June 30, 2021: Pay Date Paid in Value of 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 May 3, 2021 4,733,419 565,208 5,298,627 June 1, 2021 4,762,355 886,124 5,648,479 July 1, 2021 4,709,348 960,096 5,669,444 Total $ 24,607,322 $ 3,961,252 $ 28,568,574 All distributions paid for the period from January 1, 2022 through May 18, 2022 are expected to be reported as a return of capital to members for tax reporting purposes, and all distributions paid for the six months ended June 30, 2021 were reported as a return of capital to members for tax purposes. Cash distributions paid during the periods presented were funded from the following sources noted below: For the period from January 1, 2022 through May 18, 2022 For the six months ended June 30, Cash from operations $ — $ 1,046,613 Offering proceeds 30,891,000 21,298,086 Total cash distributions $ 30,891,000 $ 22,344,699 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. |
Commitments and Contingencies_2
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and 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 issuance of a permit for a renewable energy project or seek to enjoin construction of a wind energy project. In addition, the Company may be subject to legal proceedings or claims contesting the construction or operation of its renewable energy projects. In defending itself in these proceedings, the Company may incur significant expenses in legal fees and other related expenses, regardless of the outcome of such proceedings. Unfavorable outcomes or developments relating to these proceedings, such as judgments for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on the Company's business, financial condition and results of operations. In addition, settlement of claims could adversely affect the Company's financial condition and results of operations. As of June 30, 2022, 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 June 30, 2022, the Company has provided the requisite security for these agreements in the form of a standby letter of credit of $93.6 million. As of June 30, 2022, 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 March 2023 through January 2057. Investment in To-Be-Constructed Assets and Membership Interest Purchase Commitments Pursuant to various engineering, procurement and construction contracts 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 $297.1 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 via its subsidiaries are a party, the Company has committed an outstanding balance of approximately $1.0 billion to complete the closing pursuant to all conditions being met under the membership interest purchase agreements as of June 30, 2022. 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 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 2022 through 2035. As of June 30, 2022, the Company's commitments with third parties under REC sales contracts are as follows: Number of RECs 2022 85,825 2023 172,726 2024 166,946 2025 50,389 2026 46,292 Thereafter 149,432 Total 671,610 Leases Agreements to lease assets are evaluated at inception to determine whether they represent capital 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. Refer to Note 8. Leases for further discussion of the Company’s operating lease obligations. Pledge of Parent Company Guarantees Pursuant to various tax equity structures which are governed by 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 $370.8 million as of June 30, 2022. As of June 30, 2022, the Company is not aware of any events that could trigger the Company’s obligations under these guarantees. Refer to Note 1. Organization and Operations of the Company, Note 8. Leases and Note 14. Related Parties for an additional discussion of the Company’s commitments and contingencies. Refer to Note 12. Commitments and Contingencies in the Notes to the Consolidated Financial Statements as prepared on the Non-Investment Basis for disclosures regarding the LLC's commitments and contingencies as of June 30, 2022. The information as included herein reflects such matters as of December 31, 2021. Legal Proceedings The LLC 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 issuance of a permit for a renewable energy project or seek to enjoin construction of a wind energy project. In addition, the LLC may be subject to legal proceedings or claims contesting the construction or operation of our renewable energy projects. In defending itself in these proceedings, the LLC may incur significant expenses in legal fees and other related expenses, regardless of the outcome of such proceedings. Unfavorable outcomes or developments relating to these proceedings, such as judgments for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on the LLC's business, financial condition and results of operations. In addition, settlement of claims could adversely affect the LLC's financial condition and results of operations. As of December 31, 2021, the LLC was not aware of any legal proceedings that might have a significant adverse impact on the LLC. Pledge of Collateral and Unsecured Guarantee of Loans to Subsidiaries Pursuant to various project loan agreements between the operating entities of the LLC, 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 42 entities of the LLC are individually a party, the entities, and indirectly the LLC, have committed an outstanding balance of approximately $540.2 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 LLC’s operating entities are individually a party, the operating entities, and indirectly the LLC, have committed an outstanding balance of approximately $1.0 billion to complete the closing pursuant to all conditions being met under the membership interest purchase agreements as of December 31, 2021. The LLC 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 December 31, 2021 where a subsidiary of the LLC is the principal, the LLC 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 December 31, 2021. Pledge of Parent Company Guarantees Pursuant to various contracts in which the LLC has provided a parent company guarantee, excluding those discussed above, the operating entities, and indirectly the LLC, have committed an additional $114.4 million in unsecured guarantees in the event of a default at the underlying entity, as of December 31, 2021. See Note 2. Significant Accounting Policies and Note 5. Related Party Agreements and Transaction Agreements for an additional discussion of the LLC’s commitments and contingencies. |
Financial Highlights
Financial Highlights | 6 Months Ended |
Jun. 30, 2022 | |
Financial Highlights [Abstract] | |
Financial Highlights | 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 period from January 1, 2022 through May 18, 2022. For the period from January 1, 2022 through May 18, 2022 Class A Class C Class I Class P-A Class P-I Class P-D Class P-S Class P-T 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 loss (0.03) (0.03) (0.03) (0.03) (0.03) (0.03) (0.03) (0.03) Net realized and unrealized gain on investments and swap contracts 0.28 0.28 0.28 0.28 0.28 0.28 0.28 0.28 Change in translation of assets and liabilities denominated in foreign currencies (2) — — — — — — — — (Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments and foreign currency translation (0.07) (0.07) (0.07) (0.07) (0.07) (0.07) (0.07) (0.07) Net increase in net assets attributed to common members 0.18 0.18 0.18 0.18 0.18 0.18 0.18 0.18 Shareholder distributions: Distributions from net investment income — — — — — — — — Distributions from offering proceeds (0.18) (0.18) (0.18) (0.18) (0.19) (0.19) (0.19) (0.19) Other (3) (0.02) — (0.02) (0.01) — — (0.01) 0.01 Net decrease in members’ equity attributed to common shares (0.20) (0.18) (0.20) (0.19) (0.19) (0.19) (0.20) (0.18) Net asset value for common shares at end of period $ 8.30 $ 8.13 $ 8.30 $ 8.57 $ 8.79 $ 8.79 $ 8.72 $ 8.52 Common members’ equity at end of period $ 138,068,890 $ 22,503,138 $ 53,501,158 $ 6,803,177 $ 908,567,764 $ 1,747,849 $ 410,490,496 $ 2,057,436 Common shares outstanding at end of period 16,626,973 2,766,760 6,445,062 794,193 103,334,227 198,948 47,047,838 241,447 Ratio/supplemental data for common shares (annualized) Total return attributed to common shares based on net asset value 1.93 % 2.24 % 1.97 % 2.07 % 2.10 % 2.06 % 2.00 % 2.31 % Ratio of net investment income to average net assets (2.58 %) (2.64 %) (2.59 %) (2.50 %) (2.43 %) (2.44) % (2.46) % (2.52) % Ratio of operating expenses to average net assets 12.18 % 12.44 % 12.19 % 11.79 % 11.46 % 11.52 % 11.60 % 11.87 % Portfolio turnover rate 0.84 % 0.84 % 0.84 % 0.84 % 0.84 % 0.84 % 0.84 % 0.84 % (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 period from January 1, 2022 through May 18, 2022, which were 16,611,759, 2,754,050, 6,456,343, 788,471, 100,036,952, 198,732, 47,042,796 and 240,446, 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. The following is a schedule of 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 six months ended June 30, 2021. For the six months ended June 30, 2021 Class A Class C Class I Class P-A Class P-I Class P-D Class P-S Class P-T 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 0.04 0.04 0.04 0.04 0.04 0.04 0.04 0.04 Net realized and unrealized gain on investments, and swap contracts 0.24 0.24 0.24 0.24 0.24 0.24 0.24 0.24 Change in translation of assets and liabilities denominated in foreign currencies (2) — — — — — — — — (Provision for) income taxes on realized and gain (loss) on investments, foreign currency translation and swap contracts (0.10) (0.10) (0.10) (0.10) (0.10) (0.10) (0.10) (0.10) Net increase in net assets attributed to common members 0.18 0.18 0.18 0.18 0.18 0.18 0.18 0.18 Shareholder distributions: Distributions from net investment income (0.01) (0.01) (0.01) (0.01) (0.01) (0.01) (0.01) (0.01) Distributions from offering proceeds (0.27) (0.26) (0.27) (0.27) (0.28) (0.23) (0.23) (0.23) Other (3) (0.04) (0.02) (0.04) 0.09 — 0.02 0.04 0.10 Net decrease in members’ equity attributed to common shares (0.32) (0.29) (0.32) (0.19) (0.29) (0.22) (0.20) (0.14) Net asset value for common shares at end of period $ 8.47 $ 8.24 $ 8.47 $ 8.69 $ 8.91 $ 8.92 $ 8.82 $ 8.61 Common members’ equity at end of period $ 141,269,797 $ 22,694,571 $ 55,394,464 $ 4,860,117 $ 557,846,331 $ 1,348,651 $ 301,581,640 $ 929,323 Common shares outstanding at end of period 16,686,555 2,755,488 6,543,180 559,197 62,579,936 151,230 34,208,597 107,938 Ratio/supplemental data for common shares (annualized) Total return attributed to common shares based on net asset value 1.60 % 1.90 % 1.62 % 3.14 % 2.06 % 1.75 % 2.43 % 3.03 % Ratio of net investment income to average net assets 1.03 % 1.05 % 1.02 % 0.82 % 0.96 % 0.85 % 0.98 % 0.87 % Ratio of operating expenses to average net assets 3.72 % 3.82 % 3.71 % 2.98 % 3.47 % 3.07 % 3.56 % 3.17 % Portfolio turnover rate 0.48 % 0.48 % 0.48 % 0.48 % 0.48 % 0.48 % 0.48 % 0.48 % (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 period ended June 30, 2021, which were 16,809,147, 2,746,713, 6,551,267, 236,649 and 51,446,776, 76,683, 24,562,570, 36,256, 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. |
Significant Accounting Polici_3
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Since inception and prior to the Acquisition, the Company’s historical financial statements were 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. 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 no longer exhibits the fundamental characteristics of, and no longer qualifies as, an investment company. The Company discontinued applying the guidance in ASC 946 and began to account for the change in status prospectively in accordance with other U.S. generally accepted accounting principles ("U.S. GAAP") topics (“Non-Investment Basis”) as of the date of the change in status, or May 19, 2022 (the closing date of the Acquisition). In accordance with ASC 946, the fair value of an investment at the 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 cash flows of the 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 Consolidated Financial Statements as of and for the historical periods as presented in this quarterly report on Form 10-Q (this “Quarterly Report”). As such, this Quarterly Report includes the following: Non-Investment Basis • Consolidated Balance Sheet as of June 30, 2022 (unaudited) • Consolidated Statement of Operations for the period from May 19, 2022 through June 30, 2022 (unaudited) • Consolidated Statement of Comprehensive Income for the period from May 19, 2022 through June 30, 2022 (unaudited) • Consolidated Statement of Redeemable Noncontrolling Interests and Equity for the period from May 19, 2022 through June 30, 2022 (unaudited) • Consolidated Statement of Cash Flows for the period from May 19, 2022 through June 30, 2022 (unaudited) • Notes to the Consolidated Financial Statements (unaudited) Investment Basis • Consolidated Statement of Assets and Liabilities as of December 31, 2021 • Consolidated Statements of Operations for the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through May 18, 2022 (unaudited) • Consolidated Statements of Operations for the three and six months ended June 30, 2021 (unaudited) • Consolidated Statements of Changes in Net Assets for the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through March 31, 2022 (unaudited) • Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2021 (unaudited) • Consolidated Statements of Cash Flows from the period from January 1, 2022 through May 18, 2022 and the six months ended June 30, 2021 (unaudited) • Consolidated Schedule of Investments as of December 31, 2021 • Notes to the Consolidated Financial Statements (unaudited) Basis of Presentation The LLC’s Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles (“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 Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies (“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. |
Change in Presentation due to Change in Status | Change in Presentation due to Change in Status Effective May 19, 2022, the date of the change in status, the Company prospectively discontinued its application of ASC 946 and, as a result, changed the presentation of the Company's Consolidated Financial Statements. The most significant changes are: • The Consolidated Statement of Assets and Liabilities has been changed to a Consolidated Balance Sheet; • The Consolidated Statement of Operations is no longer presented in the format required under ASC 946. The Company will present the Consolidated Statement of Operations as required under Non-Investment Basis U.S. GAAP. A Consolidated Statement of Other Comprehensive Income (Loss) will be presented, if and when applicable; • The Consolidated Schedule of Investments has been removed; • The Consolidated Statement of Cash Flows has been changed, including now containing a section for investing activities; • Certain footnotes have been changed or removed to reflect conformity with applicable U.S. GAAP under a Non-Investment Basis; and • The Company re-evaluated its interests in all entities to determine whether they are variable interests, and re-evaluated its investments, including its investments in partially owned entities, to determine if they are variable interest entities ("VIEs"), as required under ASC Topic 810, Consolidation ("ASC 810"). The Company also re-evaluated consolidation considerations for all of its investments in VIEs and partially owned entities, as required under ASC 810. Applicable disclosures related to VIEs and other partially owned entities have been included in these Notes to the Consolidated Financial Statements. Reclassifications Certain prior year amounts have been reclassified to conform with current year presentation. These reclassifications had no impact on prior periods’ results. |
Basis of Consolidation | Basis of Consolidation The Consolidated Financial Statements and related notes have been prepared on the Non-Investment Basis of accounting in accordance with U.S. GAAP and in conformity with the rules and regulations of the Securities and Exchange Commission ("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. Management has determined that Greenbacker Development Opportunities Fund I, LP (“GDEV”), a consolidated subsidiary of the Company (refer to Note 13. Variable Interest Entities for additional discussion), is an investment company under ASC 946 for the purposes of financial reporting. In accordance with ASC 946, when an investment company’s results of operations are consolidated with and into the financial statements of a company that does not follow ASC 946, the results of operations and statement of financial position of the investment company shall continue to be presented in accordance with ASC 946. As such, in the preparation of the Consolidated Financial Statements, GDEV is presented in the Consolidated Financial Statements of the Company utilizing ASC 946 accounting requirements. ASC 946 requires investments of an investment company to be recorded at the estimated fair value in the Consolidated Balance Sheet and the unrealized gains and/or losses in an investment’s fair value to be recognized on a current basis in the Consolidated Statement of Operations. All of the investments held by GDEV are presented at their estimated fair values within Investments, at fair value in the Company’s Consolidated Balance Sheet as of June 30, 2022. Additionally, the revenue, expenses and income of GDEV are included in the appropriate captions within the Company’s Consolidated Statement of Operations. 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. |
Variable Interest Entities | Variable Interest Entities The Company assesses entities for consolidation in accordance with ASC 810. The Company first considers whether an entity is considered a VIE and therefore whether to apply the VIE model. Entities that do not qualify as VIEs are evaluated for consolidation as voting interest entities (“VOE”) under the voting interest model. The Company consolidates all VIE’s in which it holds a controlling financial interest, and all VOE’s that it controls through a majority voting interest or through other means. The Company evaluates whether an entity is a VIE upon acquisition of ownership interest or when reconsideration events occur as outlined per ASC 810. The consolidation guidance requires an analysis to determine (a) whether an entity in which the Company holds a variable interest is a VIE and (b) whether the Company’s has a controlling financial interest. An entity is a VIE if any one of the following conditions exist: (i) the legal entity does not have sufficient equity investment at risk, (ii) the equity investors at risk, as a group, lack the characteristics of a controlling financial interest, or (iii) the legal entity is structured with disproportionate voting rights. A controlling financial interest is defined as (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. |
Equity Method Investments | Equity Method Investments When the Company does not have a controlling financial interest in an entity but exerts significant influence over the entity’s operating and financial decisions, the Company applies the equity method of accounting. The Company has elected the fair value option for each of its equity method investments. The Company reflects changes in the fair value of its equity method investments in Net unrealized gain on investments on the Consolidated Statement of Operations. Dividend income is recorded in Other revenue on the Consolidated Statement of Operations as of the date that dividends are declared by the investee. The value of the Company's equity method investments are recorded to Investments, at fair value on the Consolidated Balance Sheet. During September 2021, OYA Solar B1 Intermediate Holdco LLC ("OYA Solar") was formed. As of June 30, 2022, the Company’s investment represented approximately 50.00% of OYA Solar’s issued and outstanding equity shares. The Company determined that it does not have a controlling financial interest in OYA Solar but could exert significant influence over operating and financial policies because of our ownership interest in OYA Solar. Accordingly, the Company accounted for its investment in the preferred shares of OYA Solar as an equity method investment and elected the fair value option for this investment. As of June 30, 2022, the value of the Company's investment in OYA Solar was $13.5 million, which is recorded within Investments, at fair value on the Consolidated Balance Sheet. For the period ended June 30, 2022, the Company recorded no unrealized gain or loss and no dividend income with respect to this investment. During February 2016, Aurora Solar Holdings, LLC ("Aurora Solar") was formed. As of June 30, 2022, the Company’s investment represented approximately 49.00% of Aurora Solar’s issued and outstanding common shares. The Company determined that it does not have a controlling financial interest in Aurora Solar but could exert significant influence over operating and financial policies because of its ownership interest in Aurora Solar. Accordingly, the Company accounted for its investment in the common shares of Aurora Solar as an equity method investment and elected the fair value option. As of June 30, 2022, the value of the Company's investment in Aurora Solar was $71.7 million, which is recorded within Investments, at fair value on the Consolidated Balance Sheet. For the period ended June 30, 2022, the Company recorded an unrealized loss of $1.4 million and dividend income of $1.0 million, with respect to Aurora Solar, which is recorded in Net unrealized gain on investments and Other revenue, respectively, on the Consolidated Statement of Operations. |
Noncontrolling Interests, Redeemable Noncontrolling Interests and Hypothetical Liquidation at Book Value ("HLBV") | Noncontrolling Interests, Redeemable Noncontrolling Interests and Hypothetical Liquidation at Book Value (“HLBV”) Noncontrolling interests (“NCI”) represent the portion of the Company’s net income (loss), net assets and comprehensive income (loss) that are not allocable to the Company as they represent third-party interests in the net assets of the respective entity and are based on the contractual allocations within the respective operating agreement or allocated to NCI attributable to the limited partner investors. For certain NCI when the preferences on profit sharing on liquidation rights and priorities differ from the ownership percentages, the Company considers ASC Topic 970, Real Estate - General ("ASC 970") and applies the HLBV method of reporting. Under the HLBV method, the amounts of income and loss attributed to the NCI reflect the changes in the amounts the third parties would hypothetically receive at each balance sheet date based on the liquidation provisions of the respective partnership agreements. HLBV assumes that the proceeds available for distribution are equivalent to the unadjusted, stand-alone net assets of each respective partnership, as determined under U.S. GAAP. The third party noncontrolling interests in the Consolidated Statement of Operations and Consolidated Statement of Comprehensive Income, if applicable, are determined based on the difference in the carrying amounts of NCI on the Consolidated Balance Sheet between reporting dates, adjusted for any capital transactions between the Company and third-party investors that occurred during the respective period. The Company accounts for the portion of net assets in the consolidated entities attributable to the noncontrolling investors as RNCI or NCI in its Consolidated Financial Statements using the HLBV method. NCI in subsidiaries that are redeemable at the option of the NCI holder are classified as RNCI on the Consolidated Balance Sheet. |
Use of Estimates | Use of Estimates The preparation of the Company’s Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents Cash and cash equivalents include investments in highly liquid money market instruments with an original maturity of three months or less. Restricted Cash Restricted cash consists of cash accounts used as collateral for letters of credit and financial institutional loan requirements that are restricted for use on certain of the Company's renewable energy projects. 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. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful AccountsAccounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts. Accounts receivable also include unbilled accounts receivable, which is comprised of the monthly power generated under power purchase agreements ("PPAs") not yet invoiced. The Company reviews its accounts receivable for collectability and records an allowance for doubtful accounts for estimated uncollectible accounts receivable as deemed necessary. Accounts receivable are written off when they are no longer deemed collectible. The allowance is based on the Company's assessment of known delinquent accounts, historical experience and other currently available evidence of the collectability and the aging of accounts receivable. The underlying assumptions, estimates and assessments the Company uses to provide for losses are updated to reflect the Company's view of current conditions. Changes in such estimates could significantly affect the allowance for losses. It is possible the Company will experience credit losses that are different from the Company's current estimates. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurement ("ASC 820") 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. Derivative assets and liabilities—The Company estimates the fair value of its interest rate derivatives using a discounted cash flow valuation technique based on the net amount of estimated future cash flows related to the agreements. The primary inputs used in the fair value measurement include the contractual terms of the derivative agreements, current interest rates, and credit spreads. The significant inputs for the resulting fair value measurement are market-observable inputs, and thus the swaps are classified as Level 2 in the fair value hierarchy. Other investments and Equity method investments—In the table above, certain other investments and equity method investments may be valued at the purchase price for a period of time after an acquisition as the best indicator of fair value. In addition, certain valuations of investments may be entirely or partially derived by reference to observable valuation measures for a pending or consummated transaction. In the absence of quoted prices in active markets, the Company uses a variety of techniques to measure the fair value of its investments. The methodologies incorporate the Company’s assumptions about the factors that a market participant would use to value the investment. The various unobservable inputs used to determine the Level 3 valuations may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements. Valuation of Investments at Fair Value ASC Topic 820, Fair Value Measurement (“ASC 820”) 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 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. 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. |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment is stated at historical cost net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated remaining useful lives of individual assets or classes of assets noted in the table below. Additions and improvements extending asset lives beyond their remaining estimated useful lives are capitalized, while repairs and maintenance, including planned major maintenance, are charged to expense as incurred. Asset Class Useful Lives (Years) Solar energy systems 35 Wind energy systems 30 Battery storage systems 10 All costs directly related to the acquisition, development, and construction of long-lived assets are capitalized, including taxes and insurance incurred during the construction phase. A portion of interest costs, including amortization of debt issuance and financing costs associated with the generation facilities' financing arrangements, are capitalized during construction. Development costs includes the project development costs, which are expensed until it is probable that commercial success will be achieved. Once the assets are placed into service, all of t he capitalized costs are depreciated over the estimated useful lives of the assets. |
Goodwill | Goodwill Goodwill reflects the excess of the consideration transferred, including the fair value of any contingent consideration, over the assigned fair values of the identifiable net assets acquired. Goodwill is not amortized and is tested for impairment at least on an annual basis at the beginning of the fourth quarter or more frequently if facts or circumstances indicate that the goodwill might be impaired. In assessing goodwill for impairment, the Company may elect to use a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of goodwill is less than its carrying amount. If the Company determines it is not more likely than not that the fair value of goodwill is less than its carrying amount, the Company will not be required to perform any additional tests in assessing goodwill for impairment. If the Company concludes otherwise, or elects not to perform the qualitative assessment, then the Company will be required to perform the quantitative impairment test. If the estimated fair value of the reporting unit is less than its carrying value, the Company performs additional quantitative analysis to determine if the reporting unit’s goodwill has been impaired. Impairment is indicated if the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, and an impairment charge is recognized for the differential. |
Amortizable and Other Intangible Assets and Out-of-market Contracts | Amortizable and Other Intangible Assets and Out-of-market Contracts Contract-based intangible assets, including intangible assets and liabilities (out-of-market contracts) associated with PPAs and renewable energy credit ("REC") agreements, represent the value of rights that arise from contractual arrangements. When the Company acquires a project with an existing PPA or REC agreement in an asset acquisition or business combination and the terms of the contract are favorable or unfavorable relative to market terms, the Company recognizes intangible assets or liabilities in its accounting for the acquisition. In addition, in the Company’s accounting for the transition from the Investment Basis to the Non-Investment Basis, the Company identified and recorded contract-based intangible assets and liabilities associated with its existing PPAs and REC agreements, as applicable. The Company amortizes identifiable intangible assets consisting of channel partner relationships, out-of-market PPAs, out-of-market REC contracts and trademarks because these assets have finite lives. The Company’s amortizable intangible assets with finite lives are amortized on a straight-line basis over the estimated useful lives. The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful lives. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsIn accordance with ASC Topic 360, Property, Plant, and Equipment, long-lived assets and intangible assets with determinable useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used, is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets and would be charged to earnings. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the costs to sell. |
Notes Receivable | Notes Receivable The Company’s notes receivable consists of loans made by the Company, who serves as the debt holder, to different entities, serving as borrowers, as a way to finance the development and construction of renewable energy projects. The Company accounts for its notes receivable in accordance with ASC Topic 310, Receivables ("ASC 310"). In accordance with ASC 310, notes receivable held for investment are reported on the balance sheet at their amortized cost basis. The amortized cost basis is the amount at which a financing receivable or investment is originated or acquired, adjusted for applicable accrued interest, accretion, or amortization of premium, discount, and net deferred fees or costs, or other adjustments. The Company's notes receivable were all issued at their respective principal amounts. Interest income will be recognized based on the contractual rate in the loan agreement and any premium/discount will be amortized to interest income using the effective interest rate method. Further, for loans where paid in kind interest at the election of the borrower is present and for loans where the rate of interest changes over the life of the loan, such interest rate features will be considered and included in the effective interest rate calculation and recognition of interest income. The Company does not currently maintain a loan loss allowance as it has not experienced any such losses in historical periods and does not anticipate future losses. The Company evaluates any potential need for loan loss reserves on a periodic basis based on relevant internal and external factors that affect loan collectability, including the amount of outstanding loans owed to the Company, current collection patterns and current economic trends. As these conditions change, the Company may need to record allowances in future periods. The Company classifies its loans on a current (due within 12 months of reporting date) and long term (due in excess of 12 months from reporting date) basis in accordance with stated maturity dates. Interest income from the notes receivable represents ordinary business activities and are presented as Other revenue on the Consolidated Statement of Operations. |
Debt Issuance, Deferred Financing Costs, Debt Discount and Deferred Sales Commissions | Debt Issuance, Deferred Financing Costs and Debt Discount Deferred financing costs are amortized over the term of the Company’s financing arrangements using the effective interest method as a component of interest expense. Unamortized deferred financing costs are reflected as an offset to the scheduled principal payments and are presented as a reduction of Long-term debt, net of current portion, on the Consolidated Balance Sheet. |
Acquisitions | Acquisitions For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The consideration transferred for the acquired business is allocated to the assets acquired and liabilities assumed based on the fair values at the date of acquisition, including identifiable intangible assets. Any excess of the amount paid over the estimated fair value of the identifiable net assets acquired is allocated to goodwill. These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, implied rate of return and weighted average cost of capital, asset lives and market multiples, among other items. Acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred. Asset acquisitions are measured based on the cost to the Company, including transaction costs. Asset acquisition costs, or the consideration transferred by the Company, are assumed to be equal to the fair value of the net assets acquired. If the consideration transferred is cash, measurement is based on the amount of cash paid to the seller, as well as transaction costs incurred. The cost of an asset acquisition is allocated to the assets acquired based on their relative estimated fair values. Goodwill is not recognized in an asset acquisition. |
Segment Information | Segment Information ASC Topic 280, Segment Reporting (“ASC 280”) 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 chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company manages its business as two operating segments and two reportable segments. 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 is its Chief Executive Officer. The Company’s operating segments are aggregated into two reportable segments described below. • Independent Power Producer (“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. • Investment Management (“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 will also include 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 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 “ Non-GAAP Financial Measures ” Item 2 for additional discussion on Segment Adjusted EBITDA. |
Distribution Policy | Distribution Policy Distributions to members, if any, will be authorized and declared by the Company's Board of Directors quarterly in advance and paid monthly. From time to time, the Company may also pay interim special distributions in the form of cash or shares, with the approval of the Company's 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 Company’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 such classes. Amounts distributed to each class are allocated amongst the holders of the shares in such class in proportion to their shares. 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 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. |
Earnings per Share | Earnings per Share In accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 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, if applicable. The Company had no dilutive instruments for the period ended June 30, 2022. Earnings per Share In accordance with the provisions of ASC Topic 260—Earnings per Share (“ASC 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers, which provides a five-step model for recognizing revenue as follows: 1. Identify the contract 2. Identify performance obligations 3. Determine the transaction price 4. Allocate the transaction price 5. Recognize revenue The Company has elected as a practical expedient the accounting policy under which it excludes from the transaction price taxes it collects from its customers assessed by a governmental authority. The Company therefore reports sales revenue net of any sales tax. Energy Sales The Company’s revenue is primarily derived from the sale of power under long-term PPAs. The Company’s PPAs generally have a term between 10-20 years. Customers consist of commercial property owners, corporate entities, municipal entities, and utility companies located within the continental United States and Canada. The Company operates solar, wind, biomass, and battery systems. Certain of these PPAs are accounted for as leases. ASC Topic 840, Leases ("ASC 840") requires the minimum lease payments received to be amortized over the term of the lease and variable lease revenue to be recorded in the period when the changes in facts and circumstances on which the variable lease payments are based occur. See further detail regarding the Company’s PPAs accounted for as leases in Note 8. Leases. Sales are subject to economic and weather conditions and may fluctuate based on changes in the industry, regulatory policies, tax incentives, trade policies, and financial markets. The Company has identified the sale of renewable energy and capacity, and where applicable, RECs, as the performance obligations within its PPAs. The Company transfers control of the electricity and capacity over time and the customer simultaneously receives and consumes the benefits provided by the Company's performance as it performs. Accordingly, the Company has concluded that the sale of electricity and capacity represent series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Each distinct transfer of electricity in kilowatt hour (“kWh”) that the Company promises to transfer to the customer meets the criteria to be a performance obligation satisfied over time. The Company recognizes revenue based on the amount metered and invoiced on the basis of the contract prices multiplied by kWh delivered. The Company applies the invoicing practical expedient to recognize revenue in circumstances where the amount is determined based on the output produced. Renewable Energy Credits Sales and Other Incentives The Company has concluded the sale of RECs performance obligation is satisfied at the point in time in which control is transferred to the customer, which may be upon delivery of the attributes or delivery of the related renewable energy, dependent on whether the contract number of RECs is a fixed amount or based upon the amount of power generated. This represents the point in time where the Company has a present right to payment and the customer has significant risks and rewards related to ownership of the RECs. In a bundled contract to sell energy and RECs, all performance obligations are deemed to be delivered at the same time. In such cases, the Company does not allocate the transaction price to multiple performance obligations. Contract Amortization Intangible assets and out-of-market contracts recognized from PPAs and RECs assumed through acquisitions related to the sale of energy 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. Investment Management Revenue The Company also performs investment management and other administrative services for other funds in the sustainable infrastructure renewable energy industry. Such services comprise many activities which constitute a series of distinct services satisfied over time. These activities include capital raising and capital deployment, marketing and other investor relations functions as well as technical asset management, finance and accounting, legal and other administrative services. The performance obligation is satisfied over time because the customer simultaneously receives and consumes the benefits provided by the entity’s performance as the Company performs. The Company utilizes an output method based on time elapsed to measure progress towards satisfaction of the performance obligation. Interest Revenue Interest revenue relates to the Company's secured loans to developers within the renewable energy industry. To the extent the Company expects to collect such amounts, interest revenue 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 revenue. Prepayment premiums on loans are recorded as interest revenue 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 revenue or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are generally restored to accrual status when past due principal and interest is paid and, in management’s judgment, is likely to remain current. 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 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 Statements 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 project companies. |
Leases | Leases Agreements to lease assets are evaluated at inception to determine whether they represent capital or operating leases. The Company has determined its site leases represent operating leases and accordingly minimum lease payments are recognized on a straight-line basis over the lease term beginning on the lease commencement date. |
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations (“AROs”) are accounted for in accordance with ASC Topic 410-20, Asset Retirement Obligations (“ASC 410-20”). AROs associated with long-lived assets included within the scope of ASC 410-20 are those for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. ASC 410-20 requires an entity to recognize the fair value of a liability for an ARO in the period in which it is incurred and a reasonable estimate of fair value can be made. Upon initial recognition of a liability for an ARO, other than when an ARO is assumed in an acquisition of the related long-lived asset, the asset retirement cost is capitalized by increasing the carrying amount of the related long-lived asset by the same amount. Over time, the liability is accreted to its future value, while the capitalized cost is depreciated over the useful life of the related asset. The Company's AROs are primarily related to the future dismantlement of solar or wind equipment placed on leased property at the end of the contractual term. As part of the Company’s change in status as discussed previously, the Company determined the fair value of the AROs as of May 19, 2022. |
Share-Based Compensation | Share-Based Compensation In connection with the Acquisition, certain of the Earnout Shares that were issued to Greenbacker Group LLC (“Group LLC”) as part of the consideration, were subsequently issued by Group LLC to certain employees of the Company in exchange for their employment services post Acquisition. As a result, the Company accounts for the issuance of these Earnout Shares to employees in accordance with ASC Topic 718, Stock Compensation (“ASC 718”). |
Derivative Instruments | Derivative Instruments ASC Topic 815, Derivatives and Hedging ("ASC 815"), requires companies to recognize all of its derivative instruments as either assets or liabilities in the Consolidated Balance Sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated under hedge accounting and qualifies as part of a hedging relationship and on the type of hedging relationship. For derivative instruments that are designated and qualify as hedging instruments, an entity must designate the hedging instrument based upon the exposure being hedged. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the Consolidated Statement of Operations during the current period. The Company only uses derivative financial instruments to the extent necessary to hedge identified business risks and does not hold or issue derivative financial instruments for trading purposes. 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. The Company entered into certain interest rate swaps to manage its interest rate risk and accounts for these as derivative instruments under ASC 815. The Company designates qualifying interest rate derivatives as a hedge of a forecasted transaction of the variability of cash flows to be paid related to a recognized liability under a cash flow hedge. Under a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction affects earnings and is recorded to the same income statement line item as the hedged item. The changes in the fair value of derivatives that do not qualify for hedge accounting are recognized immediately in current earnings. Cash flows on hedges are classified in the Consolidated Statement of Cash Flows the same as cash flows of the items being hedged. 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. Refer to Note 10. Derivative Instruments for further details. 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 in the accompanying Consolidated Statement of Assets and 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 Statements 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. 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 Statement of Assets and Liabilities. 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 with Canadian Imperial Bank of Commerce 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. As of December 31, 2021, this cash collateral is recorded in Other assets in the Consolidated Statement 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. |
Income Taxes | Income Taxes The Company 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 Company will not meet the qualifying income exception and will not qualify to be treated as a partnership. If the Company 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 Company 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, the payment of the distributions would not be deductible by the Company, distributions to members from the Company would constitute dividend income taxable to such members. The Company 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 federal, state, provincial, local and foreign income taxes in the jurisdictions in which it operates. As of June 30, 2022, including territories and provinces, the Company operates 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. 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 June 30, 2022 for all U.S. federal and state, and foreign tax jurisdictions for the years 2014 through 2021. The results of this assessment are included in the Company’s tax provision and deferred tax assets as of June 30, 2022. 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 May 18, 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. 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 May 18, 2022 for all U.S. federal and state tax jurisdictions for the years 2014 through 2021. The results of this assessment are included in the LLC’s tax provision and deferred tax assets as of May 18, 2022. The effective tax rate for the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through May 18, 2022 is 24.91% and 22.48%, respectively. For the period from April 1, 2022 through May 18, 2022, the primary items giving rise to the difference between the 21.00% statutory rate for corporations and the 24.91% effective tax rate are state taxes, federal tax credits and permanent differences primarily related to expenses recorded at the partnership level which are not taxable. For the period from January 1, 2022 through May 18, 2022, the primary items giving rise to the difference between the 21.00% statutory rate for corporations and the 22.48% effective tax rate are state taxes, federal tax credits, and other permanent differences primarily related to expenses recorded at the partnership level which are not taxable. The effective tax rate for the three month and six months ended June 30, 2021 is 25.50% and 27.00%, respectively. For the three month period the primary items giving rise to the difference between the 21.00% statutory rate for corporations and the 25.50% effective tax rate are state taxes and permanent differences primarily related to expenses recorded at the partnership level which are not taxable. For the six month period the primary items giving rise to the difference between the 21.00% statutory rate for corporations and the 27.00% effective tax rate are state taxes and permanent differences primarily related to expenses recorded at the partnership level which are not taxable. |
Concentration of Risk | Concentration of Risk The Company’s derivative financial instruments and PPAs potentially subject the Company to concentrations of credit risk. The maximum exposure to loss due to credit risk of counterparties to either, (i) the Company’s derivative financial instruments or (ii) the Company’s PPAs, would generally equal (a) the fair value of derivative financial instruments presented in the Company’s Consolidated Balance Sheet or (b) the revenue otherwise expected to be earned under the terms of the PPAs had the relevant offtakers performed their obligations. The Company manages this credit risk by maintaining a diversified portfolio of creditworthy counterparties. The Company determines which customers, if any, comprise over ten percent of either revenue or accounts receivable. For the period from May 19, 2022 through June 30, 2022, the Company had one customer from which revenue was 10.3% of total revenue. No one customer receivable balance represented ten percent or more of accounts receivable as of June 30, 2022. |
Recently Issued Accounting Pronouncement | Recently Issued Accounting Pronouncements In February 2016 and as subsequently modified, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02, Leases (Topic 842) ("ASC 842") with the objective to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheets and to improve financial reporting by expanding the related disclosures. The Company expects to elect certain of the practical expedients permitted in the issued standard, including the expedient that permits the Company to retain its existing lease assessment and classification and the ability to expense leases with terms of 12 months or less over a straight-line basis for the term of those leases. The Company will adopt ASC 842 and follow the annual reporting guidance as of January 1, 2022 in connection with the issuance of its annual financial statements for year ended December 31, 2022 and apply the provisions of ASC 842 in interim periods commencing after December 15, 2022 using the modified retrospective approach. The Company expects to recognize a material amount of right-of-use assets and liabilities for lease obligations associated with its operating leases on its Consolidated Balance Sheet. In June 2016, the FASB issued 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 guidance is effective for fiscal years and interim periods within those years beginning after January 1, 2023. The Company is currently evaluating the impact of the ASU and the effect on its Consolidated Financial Statements and related disclosures. In March 2020, the FASB issued 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 reduce the cost and complexity associated with the accounting for contracts and hedging relationships affected by reference rate reform. The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contracts as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020. 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 ASUs to the FASB Accounting Standards Codification. ASUs issued which are not specifically listed above, were assessed and have already been adopted in a prior period or determined to be either not applicable or are not expected to have a material impact on the Company’s Consolidated Financial Statements and related disclosures. |
Significant Accounting Polici_4
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Since inception and prior to the Acquisition, the Company’s historical financial statements were 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. 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 no longer exhibits the fundamental characteristics of, and no longer qualifies as, an investment company. The Company discontinued applying the guidance in ASC 946 and began to account for the change in status prospectively in accordance with other U.S. generally accepted accounting principles ("U.S. GAAP") topics (“Non-Investment Basis”) as of the date of the change in status, or May 19, 2022 (the closing date of the Acquisition). In accordance with ASC 946, the fair value of an investment at the 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 cash flows of the 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 Consolidated Financial Statements as of and for the historical periods as presented in this quarterly report on Form 10-Q (this “Quarterly Report”). As such, this Quarterly Report includes the following: Non-Investment Basis • Consolidated Balance Sheet as of June 30, 2022 (unaudited) • Consolidated Statement of Operations for the period from May 19, 2022 through June 30, 2022 (unaudited) • Consolidated Statement of Comprehensive Income for the period from May 19, 2022 through June 30, 2022 (unaudited) • Consolidated Statement of Redeemable Noncontrolling Interests and Equity for the period from May 19, 2022 through June 30, 2022 (unaudited) • Consolidated Statement of Cash Flows for the period from May 19, 2022 through June 30, 2022 (unaudited) • Notes to the Consolidated Financial Statements (unaudited) Investment Basis • Consolidated Statement of Assets and Liabilities as of December 31, 2021 • Consolidated Statements of Operations for the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through May 18, 2022 (unaudited) • Consolidated Statements of Operations for the three and six months ended June 30, 2021 (unaudited) • Consolidated Statements of Changes in Net Assets for the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through March 31, 2022 (unaudited) • Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2021 (unaudited) • Consolidated Statements of Cash Flows from the period from January 1, 2022 through May 18, 2022 and the six months ended June 30, 2021 (unaudited) • Consolidated Schedule of Investments as of December 31, 2021 • Notes to the Consolidated Financial Statements (unaudited) Basis of Presentation The LLC’s Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles (“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 Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies (“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 | Basis of Consolidation The Consolidated Financial Statements and related notes have been prepared on the Non-Investment Basis of accounting in accordance with U.S. GAAP and in conformity with the rules and regulations of the Securities and Exchange Commission ("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. Management has determined that Greenbacker Development Opportunities Fund I, LP (“GDEV”), a consolidated subsidiary of the Company (refer to Note 13. Variable Interest Entities for additional discussion), is an investment company under ASC 946 for the purposes of financial reporting. In accordance with ASC 946, when an investment company’s results of operations are consolidated with and into the financial statements of a company that does not follow ASC 946, the results of operations and statement of financial position of the investment company shall continue to be presented in accordance with ASC 946. As such, in the preparation of the Consolidated Financial Statements, GDEV is presented in the Consolidated Financial Statements of the Company utilizing ASC 946 accounting requirements. ASC 946 requires investments of an investment company to be recorded at the estimated fair value in the Consolidated Balance Sheet and the unrealized gains and/or losses in an investment’s fair value to be recognized on a current basis in the Consolidated Statement of Operations. All of the investments held by GDEV are presented at their estimated fair values within Investments, at fair value in the Company’s Consolidated Balance Sheet as of June 30, 2022. Additionally, the revenue, expenses and income of GDEV are included in the appropriate captions within the Company’s Consolidated Statement of Operations. 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. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents Cash and cash equivalents include investments in highly liquid money market instruments with an original maturity of three months or less. Restricted Cash Restricted cash consists of cash accounts used as collateral for letters of credit and financial institutional loan requirements that are restricted for use on certain of the Company's renewable energy projects. 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 | 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. 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 | Fair Value Measurements ASC Topic 820, Fair Value Measurement ("ASC 820") 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. Derivative assets and liabilities—The Company estimates the fair value of its interest rate derivatives using a discounted cash flow valuation technique based on the net amount of estimated future cash flows related to the agreements. The primary inputs used in the fair value measurement include the contractual terms of the derivative agreements, current interest rates, and credit spreads. The significant inputs for the resulting fair value measurement are market-observable inputs, and thus the swaps are classified as Level 2 in the fair value hierarchy. Other investments and Equity method investments—In the table above, certain other investments and equity method investments may be valued at the purchase price for a period of time after an acquisition as the best indicator of fair value. In addition, certain valuations of investments may be entirely or partially derived by reference to observable valuation measures for a pending or consummated transaction. In the absence of quoted prices in active markets, the Company uses a variety of techniques to measure the fair value of its investments. The methodologies incorporate the Company’s assumptions about the factors that a market participant would use to value the investment. The various unobservable inputs used to determine the Level 3 valuations may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements. Valuation of Investments at Fair Value ASC Topic 820, Fair Value Measurement (“ASC 820”) 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 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. 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. |
Calculation of Net Asset Value | 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 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 | Earnings per Share In accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 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, if applicable. The Company had no dilutive instruments for the period ended June 30, 2022. Earnings per Share In accordance with the provisions of ASC Topic 260—Earnings per Share (“ASC 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers, which provides a five-step model for recognizing revenue as follows: 1. Identify the contract 2. Identify performance obligations 3. Determine the transaction price 4. Allocate the transaction price 5. Recognize revenue The Company has elected as a practical expedient the accounting policy under which it excludes from the transaction price taxes it collects from its customers assessed by a governmental authority. The Company therefore reports sales revenue net of any sales tax. Energy Sales The Company’s revenue is primarily derived from the sale of power under long-term PPAs. The Company’s PPAs generally have a term between 10-20 years. Customers consist of commercial property owners, corporate entities, municipal entities, and utility companies located within the continental United States and Canada. The Company operates solar, wind, biomass, and battery systems. Certain of these PPAs are accounted for as leases. ASC Topic 840, Leases ("ASC 840") requires the minimum lease payments received to be amortized over the term of the lease and variable lease revenue to be recorded in the period when the changes in facts and circumstances on which the variable lease payments are based occur. See further detail regarding the Company’s PPAs accounted for as leases in Note 8. Leases. Sales are subject to economic and weather conditions and may fluctuate based on changes in the industry, regulatory policies, tax incentives, trade policies, and financial markets. The Company has identified the sale of renewable energy and capacity, and where applicable, RECs, as the performance obligations within its PPAs. The Company transfers control of the electricity and capacity over time and the customer simultaneously receives and consumes the benefits provided by the Company's performance as it performs. Accordingly, the Company has concluded that the sale of electricity and capacity represent series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Each distinct transfer of electricity in kilowatt hour (“kWh”) that the Company promises to transfer to the customer meets the criteria to be a performance obligation satisfied over time. The Company recognizes revenue based on the amount metered and invoiced on the basis of the contract prices multiplied by kWh delivered. The Company applies the invoicing practical expedient to recognize revenue in circumstances where the amount is determined based on the output produced. Renewable Energy Credits Sales and Other Incentives The Company has concluded the sale of RECs performance obligation is satisfied at the point in time in which control is transferred to the customer, which may be upon delivery of the attributes or delivery of the related renewable energy, dependent on whether the contract number of RECs is a fixed amount or based upon the amount of power generated. This represents the point in time where the Company has a present right to payment and the customer has significant risks and rewards related to ownership of the RECs. In a bundled contract to sell energy and RECs, all performance obligations are deemed to be delivered at the same time. In such cases, the Company does not allocate the transaction price to multiple performance obligations. Contract Amortization Intangible assets and out-of-market contracts recognized from PPAs and RECs assumed through acquisitions related to the sale of energy 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. Investment Management Revenue The Company also performs investment management and other administrative services for other funds in the sustainable infrastructure renewable energy industry. Such services comprise many activities which constitute a series of distinct services satisfied over time. These activities include capital raising and capital deployment, marketing and other investor relations functions as well as technical asset management, finance and accounting, legal and other administrative services. The performance obligation is satisfied over time because the customer simultaneously receives and consumes the benefits provided by the entity’s performance as the Company performs. The Company utilizes an output method based on time elapsed to measure progress towards satisfaction of the performance obligation. Interest Revenue Interest revenue relates to the Company's secured loans to developers within the renewable energy industry. To the extent the Company expects to collect such amounts, interest revenue 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 revenue. Prepayment premiums on loans are recorded as interest revenue 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 revenue or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are generally restored to accrual status when past due principal and interest is paid and, in management’s judgment, is likely to remain current. 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 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 Statements 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 project companies. |
Administrative Expenses | Administrator Expenses Greenbacker Administration served as the LLC’s administrator from commencement of operations through May 18, 2022. Under the terms of the first amended and restated administration agreement (the “Administration Agreement”) between the LLC, GREC and Greenbacker Administration (the “Administrator”), certain asset management, construction management, compliance and oversight services, as well as asset accounting and administrative services, were performed by the Administrator. The Administration Agreement was terminated in connect with the Acquisition. The fees incurred for these services are recorded as a reduction to Dividend income in the Consolidated Statements of Operations to the extent that there is sufficient dividend income from the individual project entities. Administrator expenses in excess of dividend income are recorded with Operating expenses on the Consolidated Statement of Operations. |
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments | 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 |
Payment-in-Kind | 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 | Distribution Policy Distributions to members, if any, will be authorized and declared by the Company's Board of Directors quarterly in advance and paid monthly. From time to time, the Company may also pay interim special distributions in the form of cash or shares, with the approval of the Company's 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 Company’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 such classes. Amounts distributed to each class are allocated amongst the holders of the shares in such class in proportion to their shares. 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 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 Organization and offering costs (“O&O costs”), other than sales commissions and the dealer manager fee, were initially paid by 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 Fourth Amended and Restated Advisory Agreement (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. |
Financing 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 on the Consolidated Statement of Assets and Liabilities as a direct deduction from the carrying amount of that debt liability. |
Return of Capital Receivable | Return of Capital ReceivableFor 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 | Performance Participation Fee Under the Fourth Amended and Restated Limited Liability Company Operating Agreement (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 |
Deferred Sales Commissions | Debt Issuance, Deferred Financing Costs and Debt Discount Deferred financing costs are amortized over the term of the Company’s financing arrangements using the effective interest method as a component of interest expense. Unamortized deferred financing costs are reflected as an offset to the scheduled principal payments and are presented as a reduction of Long-term debt, net of current portion, on the Consolidated Balance Sheet. |
Reclassifications | Change in Presentation due to Change in Status Effective May 19, 2022, the date of the change in status, the Company prospectively discontinued its application of ASC 946 and, as a result, changed the presentation of the Company's Consolidated Financial Statements. The most significant changes are: • The Consolidated Statement of Assets and Liabilities has been changed to a Consolidated Balance Sheet; • The Consolidated Statement of Operations is no longer presented in the format required under ASC 946. The Company will present the Consolidated Statement of Operations as required under Non-Investment Basis U.S. GAAP. A Consolidated Statement of Other Comprehensive Income (Loss) will be presented, if and when applicable; • The Consolidated Schedule of Investments has been removed; • The Consolidated Statement of Cash Flows has been changed, including now containing a section for investing activities; • Certain footnotes have been changed or removed to reflect conformity with applicable U.S. GAAP under a Non-Investment Basis; and • The Company re-evaluated its interests in all entities to determine whether they are variable interests, and re-evaluated its investments, including its investments in partially owned entities, to determine if they are variable interest entities ("VIEs"), as required under ASC Topic 810, Consolidation ("ASC 810"). The Company also re-evaluated consolidation considerations for all of its investments in VIEs and partially owned entities, as required under ASC 810. Applicable disclosures related to VIEs and other partially owned entities have been included in these Notes to the Consolidated Financial Statements. 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 | Derivative Instruments ASC Topic 815, Derivatives and Hedging ("ASC 815"), requires companies to recognize all of its derivative instruments as either assets or liabilities in the Consolidated Balance Sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated under hedge accounting and qualifies as part of a hedging relationship and on the type of hedging relationship. For derivative instruments that are designated and qualify as hedging instruments, an entity must designate the hedging instrument based upon the exposure being hedged. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the Consolidated Statement of Operations during the current period. The Company only uses derivative financial instruments to the extent necessary to hedge identified business risks and does not hold or issue derivative financial instruments for trading purposes. 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. The Company entered into certain interest rate swaps to manage its interest rate risk and accounts for these as derivative instruments under ASC 815. The Company designates qualifying interest rate derivatives as a hedge of a forecasted transaction of the variability of cash flows to be paid related to a recognized liability under a cash flow hedge. Under a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction affects earnings and is recorded to the same income statement line item as the hedged item. The changes in the fair value of derivatives that do not qualify for hedge accounting are recognized immediately in current earnings. Cash flows on hedges are classified in the Consolidated Statement of Cash Flows the same as cash flows of the items being hedged. 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. Refer to Note 10. Derivative Instruments for further details. 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 in the accompanying Consolidated Statement of Assets and 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 Statements 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. 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 Statement of Assets and Liabilities. 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 with Canadian Imperial Bank of Commerce 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. As of December 31, 2021, this cash collateral is recorded in Other assets in the Consolidated Statement 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. |
Income Taxes | Income Taxes The Company 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 Company will not meet the qualifying income exception and will not qualify to be treated as a partnership. If the Company 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 Company 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, the payment of the distributions would not be deductible by the Company, distributions to members from the Company would constitute dividend income taxable to such members. The Company 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 federal, state, provincial, local and foreign income taxes in the jurisdictions in which it operates. As of June 30, 2022, including territories and provinces, the Company operates 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. 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 June 30, 2022 for all U.S. federal and state, and foreign tax jurisdictions for the years 2014 through 2021. The results of this assessment are included in the Company’s tax provision and deferred tax assets as of June 30, 2022. 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 May 18, 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. 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 May 18, 2022 for all U.S. federal and state tax jurisdictions for the years 2014 through 2021. The results of this assessment are included in the LLC’s tax provision and deferred tax assets as of May 18, 2022. The effective tax rate for the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through May 18, 2022 is 24.91% and 22.48%, respectively. For the period from April 1, 2022 through May 18, 2022, the primary items giving rise to the difference between the 21.00% statutory rate for corporations and the 24.91% effective tax rate are state taxes, federal tax credits and permanent differences primarily related to expenses recorded at the partnership level which are not taxable. For the period from January 1, 2022 through May 18, 2022, the primary items giving rise to the difference between the 21.00% statutory rate for corporations and the 22.48% effective tax rate are state taxes, federal tax credits, and other permanent differences primarily related to expenses recorded at the partnership level which are not taxable. The effective tax rate for the three month and six months ended June 30, 2021 is 25.50% and 27.00%, respectively. For the three month period the primary items giving rise to the difference between the 21.00% statutory rate for corporations and the 25.50% effective tax rate are state taxes and permanent differences primarily related to expenses recorded at the partnership level which are not taxable. For the six month period the primary items giving rise to the difference between the 21.00% statutory rate for corporations and the 27.00% effective tax rate are state taxes and permanent differences primarily related to expenses recorded at the partnership level which are not taxable. |
Significant Accounting Polici_5
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Change to Non-Investment Basis Accounting, Adjustments | The following is a summary of the allocation of the net assets of the Company as of the date of the change in status, May 19, 2022: May 19, 2022 Total members' equity (net assets) $ 1,543,739,908 Plus: Fair value of redeemable noncontrolling interests and noncontrolling interests 74,813,714 Total net assets of the Company $ 1,618,553,622 Assets Cash, cash equivalents and Restricted cash $ 205,449,317 Other current assets 103,875,227 Total current assets 309,324,544 Property, plant and equipment 1,522,994,919 Intangible assets 465,375,389 Investments, at fair value 90,425,067 Derivative assets 118,547,764 Other noncurrent assets 36,360,786 Total noncurrent assets 2,233,703,925 Total assets 2,543,028,469 Liabilities Accounts payable and accrued expenses $ 59,521,770 Other current liabilities 67,617,947 Total current liabilities 127,139,717 Long-term debt, net 501,200,081 Out-of-market contracts 229,576,646 Other noncurrent liabilities 66,558,403 Total noncurrent liabilities 797,335,130 Total liabilities 924,474,847 Total members' equity, redeemable noncontrolling interests and noncontrolling interests $ 1,618,553,622 |
Useful Lives of Property, Plant and Equipment, net | Depreciation is computed on a straight-line basis over the estimated remaining useful lives of individual assets or classes of assets noted in the table below. Additions and improvements extending asset lives beyond their remaining estimated useful lives are capitalized, while repairs and maintenance, including planned major maintenance, are charged to expense as incurred. Asset Class Useful Lives (Years) Solar energy systems 35 Wind energy systems 30 Battery storage systems 10 Property, plant and equipment, net consists of the following: June 30, 2022 Land $ 9,091,123 Plant and equipment 1,532,903,661 Asset retirement obligation 29,958,940 Other 1,211,056 Total property, plant and equipment $ 1,573,164,780 Accumulated depreciation (5,001,197) Property, plant and equipment, net $ 1,568,163,583 |
Schedule of Notes Receivable | The Company’s n otes receivables consists of the following: As of June 30, 2022 Interest rate Maturity date Notes receivable, current Chaberton $ 6,850,039 8.00% 10/14/2022 (1) New Market 5,008,070 9.00% 9/30/2022 (2) SE Solar 5,008,304 9.00% 9/30/2022 (3) Shepherds Run 8,751,528 8.00% 9/30/2022 (4) Cider 13,929,230 8.00% 6/30/2022 (5) Total notes receivable, current 39,547,171 Notes receivable, noncurrent Kane Warehouse 330,871 10.25% 2/28/2025 Total notes receivable, noncurrent 330,871 Total notes receivable 39,878,042 (1) The loan was paid in full on October 14, 2022. (2) Option for purchase agreement exercised on September 30, 2022. The parties involved are working in good faith to enter into a purchase agreement and close on the transaction by December 31, 2022. (3) The maturity date was amended to December 31, 2022. (4) Effective as of September 30, 2022, the maturity date was amended to December 31, 2023. (5) The maturity date was amended to March 31, 2023. |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Purchase Consideration | The following is a summary of the purchase consideration, as well as the fair value of the noncontrolling interests in GDEV GP and GDEV at the acquisition date: Fair value of consideration transferred: Equity consideration $ 214,926,938 Contingent consideration 73,600,000 Assumed expenses of Group LLC 6,227,104 Assumed debt (paid at closing) 1,500,000 Extinguishment of liabilities (2,171,328) Total purchase consideration $ 294,082,714 Fair value of the Company’s investment in GDEV (held before the Acquisition) 3,768,406 Fair value of the noncontrolling interest in GDEV GP 533,315 Fair value of the noncontrolling interest in GDEV 45,445,898 Total amount to allocate to net assets acquired and consolidated $ 343,830,333 |
Summary of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of estimated fair value of the assets acquired and liabilities assumed, at the date of the Acquisition, and the resulting consolidation of GDEV GP and GDEV: Estimated fair value of assets and liabilities acquired: Net working capital (including cash) $ 8,819,403 Property, plant and equipment 75,594 Investments, at fair value and other noncurrent assets 42,355,783 Trademarks 2,800,000 Channel partner relationships 95,100,000 Carried interest 278,689 Other liabilities (759,902) Deferred tax liability (25,779,277) Goodwill 220,940,043 Sum of acquired and consolidated net assets $ 343,830,333 |
Summary of Acquired Identifiable Intangible Assets | The following table summarizes the acquired goodwill and identifiable intangible assets, acquisition date estimated fair value, and weighted average amortization period: Identified intangible asset Acquisition date fair value Weighted-average amortization period (years) Trademarks $ 2,800,000 12 Channel partner relationships 95,100,000 11 Goodwill 220,940,043 — |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table provides information on the disaggregation of revenue as recorded in the Consolidated Statement of Operations: Period ended June 30, 2022 Energy sales $ 17,858,837 RECs and other incentives 1,885,233 Investment Management revenue 209,040 Other revenue 1,499,477 Contract amortization, net (1,837,719) Total revenue 19,614,868 Less: Contract amortization, net 1,837,719 Less: Lease revenue (1,406,912) Less: Investment, dividend and interest income (1,658,289) Total revenue from contracts with customers $ 18,387,386 |
Remaining Performance Obligations | The following table includes the approximate amounts expected to be recognized related to remaining performance obligations as of December 31: Amount 2022 $ 3,123,608 2023 6,091,569 2024 4,165,616 2025 1,161,243 2026 1,028,875 Thereafter 563,586 Total $ 16,134,497 |
Fair Value Measurements and I_2
Fair Value Measurements and Investments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | The following table presents the fair values of the Company's financial assets and liabilities as of June 30, 2022 and the basis for determining their fair values: Fair value as of June 30, 2022 Level 1 Level 2 Level 3 Total Derivative assets $ — $ 133,886,940 $ — $ 133,886,940 Derivative liabilities — (82,355) (82,355) Other investments — — 46,286,141 46,286,141 Equity method investments — — 85,219,305 85,219,305 Contingent consideration — — (73,600,000) (73,600,000) Total $ — $ 133,804,585 $ 57,905,446 $ 191,710,031 |
Summary of Private Equity Instruments | The following table presents a summary of investments held by GDEV: As of June 30, 2022 Investment Type Fair Value Percentage of Investments of GDEV Equity interests $ 31,983,291 69.1 % Secured loans 14,302,850 30.9 % Total $ 46,286,141 100.0 % |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation is computed on a straight-line basis over the estimated remaining useful lives of individual assets or classes of assets noted in the table below. Additions and improvements extending asset lives beyond their remaining estimated useful lives are capitalized, while repairs and maintenance, including planned major maintenance, are charged to expense as incurred. Asset Class Useful Lives (Years) Solar energy systems 35 Wind energy systems 30 Battery storage systems 10 Property, plant and equipment, net consists of the following: June 30, 2022 Land $ 9,091,123 Plant and equipment 1,532,903,661 Asset retirement obligation 29,958,940 Other 1,211,056 Total property, plant and equipment $ 1,573,164,780 Accumulated depreciation (5,001,197) Property, plant and equipment, net $ 1,568,163,583 |
Goodwill, Other Intangible As_2
Goodwill, Other Intangible Assets and Out-of-market Contracts (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Other Intangible Assets | Other intangible assets consisted of the following: Gross carrying amount Accumulated amortization Net intangible assets as of June 30, 2022 Amortization period PPA contracts $ 403,207,826 $ (2,439,370) $ 400,768,456 8-35 years PPA contracts - signed MIPA assets (1) 16,907,757 — 16,907,757 N/A REC contracts 45,042,382 (146,536) 44,895,846 1-21 years Trademarks 2,800,000 (28,767) 2,771,233 12 years Channel partner relationships 95,100,000 (1,079,534) 94,020,466 4-12 years Other intangible assets 1,017,424 — 1,017,424 30 years Total amortizable intangibles, net $ 564,075,389 $ (3,694,207) $ 560,381,182 (1) Signed Membership Interest Purchase Agreement (“MIPA”) assets are defined as assets that have an executed contractual MIPA or Purchase and Sale Agreement but have not yet closed. |
Schedule of Out-Of-Market Contracts | 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 June 30, 2022: Gross carrying amount Accumulated amortization Net out-of-market contracts as of June 30, 2022 Amortization period PPA contracts $ (182,156,562) $ 629,900 $ (181,526,662) 8-35 years PPA contracts - signed MIPA assets (24,059,833) — (24,059,833) N/A REC contracts (23,360,251) 118,287 (23,241,964) 1-18 years Total unfavorable amortizable intangibles, net $ (229,576,646) $ 748,187 $ (228,828,459) |
Estimated Future Annual Amortization Expense | Estimated future annual amortization expense for the above amortizable intangible assets and out-of-market contracts for the remaining periods through June 30, 2022 as follows: Amortization Expense 2022 $ 8,514,140 2023 16,863,789 2024 16,863,789 2025 16,767,223 2026 16,574,092 Thereafter 255,969,690 Total $ 331,552,723 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Future Minimum Lease Commitments Under Operating Leases | Future minimum lease commitments under operating leases as of December 31: 2022 $ 3,776,102 2023 9,002,960 2024 8,660,118 2025 8,394,649 2026 8,399,134 2027 8,461,348 Thereafter 165,734,641 Total $ 212,428,952 |
Total Property, Plant and Equipment Subject to Leases | As of June 30, 2022, property whereby the Company is the lessor that is included in Property, plant and equipment, net on the Consolidated Balance Sheet is as follows: Total property, plant and equipment subject to leases $ 66,270,568 Accumulated depreciation (341,078) Total property, plant and equipment subject to leases, net $ 65,929,490 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Estimated Fair Value Positions of Derivative Contracts | The following table reflects the location and estimated fair value positions of derivative contracts at: June 30, 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) $1,338,364,978 $133,886,940 $(82,355) Consolidated Statement of Assets and Liabilities – Fair Value of Derivatives at December 31, 2021 Asset Derivatives Liability Derivatives Risk Exposure Consolidated Statement Fair Value Consolidated Statement Fair Value* Swaps Interest Rate Risk Swap contracts, at fair value $ — Swap contracts, at fair value $ 7,501,983 $ — $ 7,501,983 * Reflects the net amount of the interest rate swaps with Fifth Third Financial Risk Solutions. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Credit Facilities and Loan Agreements | The Company has entered into credit facilities and loan agreements through its subsidiaries, as described below. Outstanding Interest rate Maturity date Letter of Credit Facility $ — Fed Funds Rate + 0.75% September 4, 2022* GREC Entity HoldCo 78,073,040 1 mo. LIBOR + 1.75% June 20, 2025 Midway III Manager LLC 15,212,996 3 mo. LIBOR + 1.50% October 31, 2025 Trillium Manager LLC 74,744,882 3 mo. LIBOR + 1.88% June 9, 2027 GB Wind Holdco LLC 125,308,451 3 mo. LIBOR + 1.38% December 31, 2027 Greenbacker Wind Holdings II LLC 73,309,813 3 mo. LIBOR + 1.88% December 31, 2026 Conic Manager LLC 24,356,358 3 mo. LIBOR + 1.75% April 1, 2028 Turquoise Manager LLC 32,097,723 3 mo. LIBOR + 1.25% December 23, 2027 Eagle Valley Clean Energy LLC 34,969,323 1.91% January 2, 2057 Eagle Valley Clean Energy LLC (Premium loan) 302,206 2.00% November 30, 2022 Greenbacker Equipment Acquisition Company LLC 6,500,000 Prime + 1.00% March 31, 2023 ECA Finco I, LLC 20,606,149 3 mo. LIBOR + 2.25% February 25, 2028 GB Solar TE 2020 Manager LLC 19,551,522 3 mo. LIBOR + 1.88% October 30, 2026 Sego Lily Solar Manager LLC 54,408,705 1 mo. SOFR + 1.38% August 17, 2028 Celadon Manager LLC 19,080,864 1 mo. SOFR + 1.50% February 18, 2029 GRP II Borealis Solar LLC 42,238,210 3 mo. LIBOR + 2.50% June 30, 2027 Total debt $ 620,760,242 Less: Current portion of long-term debt (36,897,511) Less: Discount on long-term debt (29,428,882) Less: Deferred financing fees (4,554,026) Total long-term debt, net $ 549,879,823 * On August 9, 2022, the maturity date was amended to September 4, 2023 in the Tenth Amendment to the Letter of Credit Facility Agreement. |
Schedule of Components of Interest Expense | The following table shows the components of interest expense related to the Company's borrowings for the period ended June 30, 2022: Period ended June 30, 2022 Loan interest $ 2,333,140 Commitment / letter of credit fees 400,463 Amortization of deferred financing costs 44,764 Amortization of discount on notes payable 143,194 Interest capitalized (167,853) Total $ 2,753,708 |
Schedule of Principal Payments Due on Borrowings | 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 2022 $ 17,555,024 2023 44,017,096 2024 37,606,596 2025 103,105,131 2026 107,532,680 Thereafter 310,943,715 $ 620,760,242 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Balance and Activity of AROs | The following table represents the balance of AROs as of June 30, 2022, as well as the additions, settlements and accretion related to the Company's AROs for the period ended June 30, 2022: Balance as of May 19, 2022 $ 29,383,847 Revisions in estimates for current obligations — Asset retirement obligation settled during current period — Asset retirement obligation incurred during current period 887,891 Accretion expense 64,509 Balance as of June 30, 2022 $ 30,336,247 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Commitments Under Renewable Energy Contracts | As of June 30, 2022, the Company's commitments with third parties under REC sales contracts are as follows: Number of RECs 2022 85,825 2023 172,726 2024 166,946 2025 50,389 2026 46,292 Thereafter 149,432 Total 671,610 |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Base management fees under GCM's advisory fee agreement with GREC II are to be calculated at a monthly rate of 1.25% annually of the aggregate net asset value ("NAV") of the net assets attributable to Class F shares of GREC II plus an annual percentage of the aggregate NAV of the net assets attributable to Class I, Class D, Class T, and Class S shares in accordance with the following schedule: Aggregate NAV 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) 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 $50,000,000) 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. 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. Type of Compensation and Recipient Determination of Amount 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. |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Consolidated Income Tax Provision | The Company conducts most of its operations through GREC, its taxable wholly owned subsidiary. The Company’s consolidated income tax provision consists of the following: Period ended June 30, 2022 Federal $ 155,241 State 416,673 Foreign 10,630 Deferred provision for income taxes $ 582,544 |
Schedule of Effective Tax Rate Reconciliation | The principal differences between the Company's effective tax rate on operations and the U.S. federal statutory income tax rate as of June 30, 2022 are as follows: 2022 Percentage Tax (benefit) at statutory U.S. federal income tax rate $ (1,199,969) 21.0 % State income taxes, net of federal benefit 329,798 (5.8) % Noncontrolling interest 1,728,770 (30.3) % Share-based compensation 280,240 (4.9) % Transaction costs 287,348 (5.0) % Federal tax credits (856,280) 15.0 % Permanent differences (GREC LLC and other - net) 12,637 (0.2) % Actual provision (benefit) for income taxes $ 582,544 (10.2) % |
Schedule of Deferred Tax Assets (Liabilities) | Deferred tax assets (liabilities) have been classified on the accompanying Consolidated Balance Sheet as of June 30, 2022 as follows: 2022 Net operating losses $ 80,206,958 Federal tax credits 14,739,802 Asset retirement obligations 3,690,054 Disallowed interest 2,506,805 Other 208,888 Total deferred tax assets 101,352,507 Less: Valuation allowance (1,512,356) Deferred tax assets, net of valuation allowance $ 99,840,151 Investments in flow-through entities taxed as partnerships $ (47,939,783) Derivative assets (35,232,063) Property, plant and equipment (18,185,831) Intangibles (59,282,670) Long-term debt (3,716,983) Total deferred tax liabilities $ (164,357,330) Deferred tax liabilities, net $ (64,517,179) |
Members' Equity (Tables)
Members' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Summary of Shares Issued and Repurchased | The following table is a summary of the shares issued and repurchased during the period and outstanding as of June 30, 2022: Shares Outstanding as of May 19, 2022 Shares Issued to Complete the Acquisition Other Capital Activity Shares Shares Shares Outstanding as of June 30, 2022 Class A 16,626,973 — (23,601) 70,280 (120,655) 16,552,997 Class C 2,766,760 — — 15,592 (115,608) 2,666,744 Class I 6,445,062 — — 39,522 (57,113) 6,427,471 Class P-A 794,193 — — 5,477 — 799,670 Class P-I 103,334,227 24,365,133 14,776 201,477 (143,409) 127,772,204 Class P-D 198,948 — (2,776) 207 (5,436) 190,943 Class P-S 47,047,838 — 117,298 (134,569) 47,030,567 Class P-T 241,447 — — 957 — 242,404 Total 177,455,448 24,365,133 (11,601) 450,810 (576,790) 201,683,000 |
Quarterly Share Repurchase Limits | The quarterly share repurchases limits for the Company’s new share repurchase program are set forth below. Quarter Ending Share Repurchase Limit(s) September 30, 2021, and each quarter thereafter During any 12-month period, 20.00% of the weighted average number of outstanding shares During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters |
Schedule of Distributions | 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 30-Jun-22 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 |
Distributions Declared | The following table reflects the distributions declared during the period ended June 30, 2022: Pay Date Paid in Value of Total June 1, 2022 $ 6,954,111 $ 2,020,049 $ 8,974,160 July 1, 2022 7,344,811 1,889,655 9,234,466 Total $ 14,298,922 $ 3,909,704 $ 18,208,626 The following table reflects the distributions declared during the period from January 1, 2022 through May 18, 2022: Pay Date Paid in Value of 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 May 2, 2022 6,291,008 1,934,690 8,225,698 Total $ 24,716,108 $ 7,486,732 $ 32,202,840 The following table reflects the distributions declared during the six months ended June 30, 2021: Pay Date Paid in Value of 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 May 3, 2021 4,733,419 565,208 5,298,627 June 1, 2021 4,762,355 886,124 5,648,479 July 1, 2021 4,709,348 960,096 5,669,444 Total $ 24,607,322 $ 3,961,252 $ 28,568,574 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator of Basic Earnings per Share | The following table reconciles the numerator and the denominator used to calculate basic earnings per share: Period ended June 30, 2022 Numerator Net income attributable to Greenbacker Renewable Energy Company LLC $ 1,935,556 Denominator Weighted average shares, basic 201,992,520 Net income attributable to Greenbacker Renewable Energy Company LLC Basic $ 0.01 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting - Schedule of Reportable Segment Financial Results, Revenue and Adjusted EBITDA | The following table presents the Company’s reportable segment financial results: Period ended June 30, 2022 Energy revenue $ 19,744,070 Other revenue 1,499,477 Contract amortization, net (1,837,719) Total IPP revenue $ 19,405,828 Investment Management revenue $ 209,040 The following table reconciles total Segment Adjusted EBITDA to Net income attributable to Greenbacker Renewable Energy Company LLC: Period ended June 30, 2022 Segment Adjusted EBITDA: IPP Adjusted EBITDA $ 11,797,960 IM Adjusted EBITDA (740,391) Total Segment Adjusted EBITDA $ 11,057,569 Reconciliation: Total Segment Adjusted EBITDA $ 11,057,569 Unallocated corporate expenses (3,058,258) Total Adjusted EBITDA 7,999,311 Less: Share-based compensation expense 1,334,474 Non-recurring professional fees associated with the Acquisition and change in status 1,757,162 Depreciation, amortization and accretion (1) 8,019,612 Operating loss (3,111,937) Interest expense, net (2,753,708) Net unrealized gain on investments 512,058 Other expense (360,551) Net loss before income taxes (5,714,138) Provision for income taxes (582,544) Net loss (6,296,682) Less: Net loss attributable to noncontrolling interests (8,232,238) Net income attributable to Greenbacker Renewable Energy Company LLC $ 1,935,556 (1) Includes contract amortization, net in the amount of $1.8 million which is included in Contract amortization, net on the Consolidated Statement of Operations. |
Significant Accounting Polici_6
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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 (loss) income per share for the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through May 18, 2022 and the three and six months ended June 30, 2021. For the period from April 1, 2022 through May 18, 2022 For the three months ended June 30, For the period from January 1, 2022 through May 18, 2022 For the six months ended June 30, Basic and diluted Net investment (loss) income $ (7,689,316) $ 3,402,852 $ (4,884,550) $ 4,412,939 Net increase in net assets attributed to common members $ 9,943,474 $ 14,928,152 $ 30,778,458 $ 18,653,834 Net investment (loss) income per share $ (0.04) $ 0.03 $ (0.03) $ 0.04 Net increase in net assets attributed to common members per share $ 0.06 $ 0.13 $ 0.18 $ 0.18 Weighted average common shares outstanding 177,311,647 118,813,320 174,129,549 102,466,063 |
Schedule of Derivative Instruments in Consolidated Statement of Assets and Liabilities, Fair Value | The following table reflects the location and estimated fair value positions of derivative contracts at: June 30, 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) $1,338,364,978 $133,886,940 $(82,355) Consolidated Statement of Assets and Liabilities – Fair Value of Derivatives at December 31, 2021 Asset Derivatives Liability Derivatives Risk Exposure Consolidated Statement Fair Value Consolidated Statement Fair Value* Swaps Interest Rate Risk Swap contracts, at fair value $ — Swap contracts, at fair value $ 7,501,983 $ — $ 7,501,983 * Reflects the net amount of the interest rate swaps with Fifth Third Financial Risk Solutions. |
Schedule of Effect of Derivative Instruments on the Consolidated Statement of Operations | The effect of derivative instruments on the Consolidated Statements of Operations Risk Exposure Change in net unrealized depreciation on derivative transactions for the period from April 1, 2022 through May 18, 2022 Change in net unrealized depreciation on derivative transactions for the three months ended June 30, Change in net unrealized depreciation on derivative transactions for the period from January 1, 2022 through May 18, 2022 Change in net unrealized depreciation on derivative transactions for the six months ended June 30, Swaps Interest Rate Risk $ 18,923,682 $ (1,078,794) $ 35,266,332 $ 2,660,233 $ 18,923,682 $ (1,078,794) $ 35,266,332 $ 2,660,233 Risk Exposure Other expenses for the period from April 1, 2022 through May 18, 2022 Other expenses for the three months ended June 30, Other expenses for the period from January 1, 2022 through May 18, 2022 Other expenses for the six months ended June 30, Swaps Interest Rate Risk $ 184,036 $ 604,675 $ 650,906 $ 1,098,491 $ 184,036 $ 604,675 $ 650,906 $ 1,098,491 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments Fair Value by Geographic Region | The composition of the LLC’s investments as of December 31, 2021 by geographic region, at cost and fair value, were as follows: Investments Investments Fair Value 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 % |
Investments Fair Value by Industry | The composition of the LLC’s investments as of December 31, 2021 by industry, at cost and fair value, were as follows: Investments Investments Fair Value 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. |
Valuation of Investments at F_2
Valuation of Investments at Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements of Investments, by Major Class | The following table presents fair value measurements of investments, by major class, as of December 31, 2021, according to the fair value hierarchy: 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. |
Schedule of Reconciliation of Investments Balances | The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the period ended May 18, 2022: Balance as of December 31, Net Translation Purchases Cost adjustments (1) Sales and repayments of investments (2) Net Balance as of May 18, Limited Liability Company Member Interests $ 1,332,932,893 $ 13,652,146 $ — $ 322,059,701 $ (210,519,840) $ (1,688) $ 1,458,123,212 Capital Stock 1,749,886 (4,325) (26,172) — — — — 1,719,389 Energy Efficiency - Secured Loans 380,640 — — — — (55,000) — 325,640 Secured Loans - Other 33,286,139 — — 17,364,517 — (12,270,274) — 38,380,382 Total $ 1,368,349,558 $ 13,647,821 $ (26,172) $ 339,424,218 $ (210,519,840) $ (12,325,274) $ (1,688) $ 1,498,548,623 (1) Includes paid-in-kind interest, return of capital and additional investments in existing investments, if any. (2) Includes principal repayments on loans. The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the six months ended June 30, 2021: Balance as of December 31, Net Translation Purchases Cost adjustments (1) Sales and repayments of investments (2) Net Balance as of June 30, Limited Liability Company Member Interests $ 609,394,039 $ 22,067,509 $ — $ 474,013,966 $ (107,726,383) $ (27,251) $ (201,462) $ 997,520,418 Capital Stock 1,689,628 57,615 40,323 — — — — 1,787,566 Energy Efficiency - Secured Loans 398,640 — — — — (18,000) — 380,640 Secured Loans - Other 37,327,690 — — 11,012,745 — (3,911,618) — 44,428,817 Total $ 648,809,997 $ 22,125,124 $ 40,323 $ 485,026,711 $ (107,726,383) $ (3,956,869) $ (201,462) $ 1,044,117,441 (1) Includes paid-in-kind interest, return of capital and additional investments in existing investments, if any. (2) Includes principal repayments on loans. |
Schedule of Quantitative Information about Level 3 Fair Value Measurements | As of December 31, 2021, most of the LLC’s portfolio investments utilized Level 3 inputs. The following table presents the quantitative information about Level 3 fair value measurements of the LLC’s investments as of December 31, 2021: Fair Value Valuation Unobservable Range of Inputs 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, 11.0 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, 12.0 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 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. |
Related Party Agreements and _2
Related Party Agreements and Transaction Agreements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Base management fees under GCM's advisory fee agreement with GREC II are to be calculated at a monthly rate of 1.25% annually of the aggregate net asset value ("NAV") of the net assets attributable to Class F shares of GREC II plus an annual percentage of the aggregate NAV of the net assets attributable to Class I, Class D, Class T, and Class S shares in accordance with the following schedule: Aggregate NAV 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) 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 $50,000,000) 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. 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. Type of Compensation and Recipient Determination of Amount 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. |
Borrowings (Tables)
Borrowings (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The LLC’s borrowings as of December 31, 2021 was as follows: December 31, 2021 Aggregate Principal Principal Amount Carrying Value Deferred Financing Term Note Payable, New Credit Facility $ 97,822,841 $ 82,151,509 $ 82,151,509 $ 2,737,887 $ 79,413,622 LC Facility 32,500,000 — — — — Total $ 130,322,841 $ 82,151,509 $ 82,151,509 $ 2,737,887 $ 79,413,622 |
Schedule of Line of Credit Facilities | The following table shows the components of interest expense related to the LLC's borrowings for the period from April 1, 2022 through May 18, 2022 and the period from January 1, 2022 through May 18, 2022 and the three and six months ended June 30, 2021: For the period from April 1, 2022 through May 18, 2022 For the three months ended June 30, For the period from January 1, 2022 through May 18, 2022 For the six months ended June 30, Credit Facility commitment fee $ 16,276 $ 97,927 $ 136,171 $ 228,408 Credit Facility loan interest 269,277 326,728 657,528 763,473 Amortization of deferred financing costs 307,844 313,257 520,183 468,591 Total $ 593,397 $ 737,912 $ 1,313,882 $ 1,460,472 Weighted average interest rate on Credit Facility 2.3 % 1.9 % 2.0 % 1.9 % Weighted average outstanding balance of Credit Facility $ 80,884,642 $ 88,867,905 $ 81,707,643 $ 89,496,288 |
Members' Equity (Tables)_2
Members' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Shares Issued and Outstanding | The following table is a summary of the shares issued and repurchased during the period and outstanding as of May 18, 2022: Shares Outstanding as of December 31, Shares Sold Shares Shares Shares Outstanding as of May 18, Class A shares 16,580,558 — 137,884 (91,469) 16,626,973 Class C shares 2,741,963 — 31,007 (6,210) 2,766,760 Class I shares 6,449,493 — 77,618 (82,049) 6,445,062 Class P-A shares 783,593 — 10,600 — 794,193 Class P-I shares 92,069,013 11,211,603 370,820 (317,209) 103,334,227 Class P-D shares 198,548 — 400 — 198,948 Class P-S shares 46,324,757 713,196 233,094 (223,209) 47,047,838 Class P-T shares 239,594 — 1,853 — 241,447 Total 165,387,519 11,924,799 863,276 (720,146) 177,455,448 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, Shares Sold Shares Shares Shares Transferred During Shares Outstanding as of December 31, 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 |
Schedule of Shares Sold and Value of Shares Issued | The proceeds from shares sold and the value of shares issued through the reinvestment of distributions for each class of shares for the for the period from January 1, 2022 through May 18, 2022 and for the six months ended June 30, 2021 were as follows: Class A Class C Class I Class P-A Class P-I Class P-D Class P-S Class P-T Total For the period from January 1, 2022 through May 18, 2022: Proceeds from Shares Sold $ — $ — $ — $ — $ 98,650,613 $ — $ 6,300,999 $ — $ 104,951,612 Proceeds from Shares Issued through Reinvestment of Distributions $ 1,148,176 $ 252,049 $ 646,222 $ 91,397 $ 3,262,904 $ 3,540 $ 2,065,980 $ 16,464 $ 7,486,732 For the six months ended June 30, 2021: Proceeds from Shares Sold $ — $ — $ — $ 4,532,328 $ 238,264,611 $ 1,355,391 $ 307,710,190 $ 968,625 $ 552,831,145 Proceeds from Shares Issued through Reinvestment of Distributions $ 1,747,318 $ 385,936 $ 972,579 $ 20,467 $ 493,636 $ 5,359 $ 335,065 $ 1,352 $ 3,961,712 |
Schedule of Repurchase Agreements | 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 |
Distributions (Tables)
Distributions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Distributions Made to Members or Limited Partners [Abstract] | |
Schedule of 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 30-Jun-22 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 |
Distributions Declared | The following table reflects the distributions declared during the period ended June 30, 2022: Pay Date Paid in Value of Total June 1, 2022 $ 6,954,111 $ 2,020,049 $ 8,974,160 July 1, 2022 7,344,811 1,889,655 9,234,466 Total $ 14,298,922 $ 3,909,704 $ 18,208,626 The following table reflects the distributions declared during the period from January 1, 2022 through May 18, 2022: Pay Date Paid in Value of 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 May 2, 2022 6,291,008 1,934,690 8,225,698 Total $ 24,716,108 $ 7,486,732 $ 32,202,840 The following table reflects the distributions declared during the six months ended June 30, 2021: Pay Date Paid in Value of 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 May 3, 2021 4,733,419 565,208 5,298,627 June 1, 2021 4,762,355 886,124 5,648,479 July 1, 2021 4,709,348 960,096 5,669,444 Total $ 24,607,322 $ 3,961,252 $ 28,568,574 |
Schedule of Cash Distributions Paid | Cash distributions paid during the periods presented were funded from the following sources noted below: For the period from January 1, 2022 through May 18, 2022 For the six months ended June 30, Cash from operations $ — $ 1,046,613 Offering proceeds 30,891,000 21,298,086 Total cash distributions $ 30,891,000 $ 22,344,699 |
Financial Highlights (Tables)
Financial Highlights (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Financial Highlights [Abstract] | |
Schedule of 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 period from January 1, 2022 through May 18, 2022. For the period from January 1, 2022 through May 18, 2022 Class A Class C Class I Class P-A Class P-I Class P-D Class P-S Class P-T 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 loss (0.03) (0.03) (0.03) (0.03) (0.03) (0.03) (0.03) (0.03) Net realized and unrealized gain on investments and swap contracts 0.28 0.28 0.28 0.28 0.28 0.28 0.28 0.28 Change in translation of assets and liabilities denominated in foreign currencies (2) — — — — — — — — (Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments and foreign currency translation (0.07) (0.07) (0.07) (0.07) (0.07) (0.07) (0.07) (0.07) Net increase in net assets attributed to common members 0.18 0.18 0.18 0.18 0.18 0.18 0.18 0.18 Shareholder distributions: Distributions from net investment income — — — — — — — — Distributions from offering proceeds (0.18) (0.18) (0.18) (0.18) (0.19) (0.19) (0.19) (0.19) Other (3) (0.02) — (0.02) (0.01) — — (0.01) 0.01 Net decrease in members’ equity attributed to common shares (0.20) (0.18) (0.20) (0.19) (0.19) (0.19) (0.20) (0.18) Net asset value for common shares at end of period $ 8.30 $ 8.13 $ 8.30 $ 8.57 $ 8.79 $ 8.79 $ 8.72 $ 8.52 Common members’ equity at end of period $ 138,068,890 $ 22,503,138 $ 53,501,158 $ 6,803,177 $ 908,567,764 $ 1,747,849 $ 410,490,496 $ 2,057,436 Common shares outstanding at end of period 16,626,973 2,766,760 6,445,062 794,193 103,334,227 198,948 47,047,838 241,447 Ratio/supplemental data for common shares (annualized) Total return attributed to common shares based on net asset value 1.93 % 2.24 % 1.97 % 2.07 % 2.10 % 2.06 % 2.00 % 2.31 % Ratio of net investment income to average net assets (2.58 %) (2.64 %) (2.59 %) (2.50 %) (2.43 %) (2.44) % (2.46) % (2.52) % Ratio of operating expenses to average net assets 12.18 % 12.44 % 12.19 % 11.79 % 11.46 % 11.52 % 11.60 % 11.87 % Portfolio turnover rate 0.84 % 0.84 % 0.84 % 0.84 % 0.84 % 0.84 % 0.84 % 0.84 % (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 period from January 1, 2022 through May 18, 2022, which were 16,611,759, 2,754,050, 6,456,343, 788,471, 100,036,952, 198,732, 47,042,796 and 240,446, 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. The following is a schedule of 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 six months ended June 30, 2021. For the six months ended June 30, 2021 Class A Class C Class I Class P-A Class P-I Class P-D Class P-S Class P-T 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 0.04 0.04 0.04 0.04 0.04 0.04 0.04 0.04 Net realized and unrealized gain on investments, and swap contracts 0.24 0.24 0.24 0.24 0.24 0.24 0.24 0.24 Change in translation of assets and liabilities denominated in foreign currencies (2) — — — — — — — — (Provision for) income taxes on realized and gain (loss) on investments, foreign currency translation and swap contracts (0.10) (0.10) (0.10) (0.10) (0.10) (0.10) (0.10) (0.10) Net increase in net assets attributed to common members 0.18 0.18 0.18 0.18 0.18 0.18 0.18 0.18 Shareholder distributions: Distributions from net investment income (0.01) (0.01) (0.01) (0.01) (0.01) (0.01) (0.01) (0.01) Distributions from offering proceeds (0.27) (0.26) (0.27) (0.27) (0.28) (0.23) (0.23) (0.23) Other (3) (0.04) (0.02) (0.04) 0.09 — 0.02 0.04 0.10 Net decrease in members’ equity attributed to common shares (0.32) (0.29) (0.32) (0.19) (0.29) (0.22) (0.20) (0.14) Net asset value for common shares at end of period $ 8.47 $ 8.24 $ 8.47 $ 8.69 $ 8.91 $ 8.92 $ 8.82 $ 8.61 Common members’ equity at end of period $ 141,269,797 $ 22,694,571 $ 55,394,464 $ 4,860,117 $ 557,846,331 $ 1,348,651 $ 301,581,640 $ 929,323 Common shares outstanding at end of period 16,686,555 2,755,488 6,543,180 559,197 62,579,936 151,230 34,208,597 107,938 Ratio/supplemental data for common shares (annualized) Total return attributed to common shares based on net asset value 1.60 % 1.90 % 1.62 % 3.14 % 2.06 % 1.75 % 2.43 % 3.03 % Ratio of net investment income to average net assets 1.03 % 1.05 % 1.02 % 0.82 % 0.96 % 0.85 % 0.98 % 0.87 % Ratio of operating expenses to average net assets 3.72 % 3.82 % 3.71 % 2.98 % 3.47 % 3.07 % 3.56 % 3.17 % Portfolio turnover rate 0.48 % 0.48 % 0.48 % 0.48 % 0.48 % 0.48 % 0.48 % 0.48 % (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 period ended June 30, 2021, which were 16,809,147, 2,746,713, 6,551,267, 236,649 and 51,446,776, 76,683, 24,562,570, 36,256, 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. |
Organization and Operations o_3
Organization and Operations of the Company (Details) $ in Millions | 68 Months Ended | 72 Months Ended | ||
Nov. 30, 2020 USD ($) | Mar. 29, 2019 USD ($) | Mar. 16, 2022 USD ($) | Jun. 30, 2022 fund loan project | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Shares offered, DRP | $ 20 | |||
Number of projects | project | 425 | |||
Number of loans | loan | 8 | |||
Number of funds in renewable energy industry | fund | 4 | |||
Public Offering | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Dollar value of shares offering | $ 253.4 | |||
Private Placement | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Dollar value of shares offering | $ 1,400 |
Significant Accounting Polici_7
Significant Accounting Policies - Change to Non-Investment Basis Accounting, Adjustments (Details) - USD ($) | Jun. 30, 2022 | May 19, 2022 | May 18, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | ||
Accounting Policies [Abstract] | ||||||||||
Total members' equity (net assets) | $ 1,543,739,908 | $ 1,543,739,908 | $ 1,539,613,438 | $ 1,439,310,632 | $ 1,085,924,894 | $ 994,861,155 | $ 555,551,859 | |||
Plus: Fair value of redeemable noncontrolling interests and noncontrolling interests | $ 117,159,821 | 74,813,714 | ||||||||
Total equity | 1,867,598,402 | 1,618,553,622 | 1,616,519,622 | |||||||
Assets | ||||||||||
Cash, cash equivalents and Restricted cash | 210,799,207 | 205,449,317 | [1] | $ 108,062,479 | 121,863,392 | $ 65,609,444 | $ 4,675,836 | |||
Other current assets | 37,137,670 | 103,875,227 | 11,695,159 | [2] | ||||||
Total current assets | 322,835,744 | 309,324,544 | ||||||||
Property, plant and equipment | 1,568,163,583 | 1,522,994,919 | ||||||||
Intangible assets | 560,381,182 | 465,375,389 | ||||||||
Investments, at fair value | 131,505,446 | 90,425,067 | ||||||||
Derivative assets | 121,499,256 | 118,547,764 | ||||||||
Other noncurrent assets | 21,061,143 | 36,360,786 | ||||||||
Total noncurrent assets | 2,623,550,653 | 2,233,703,925 | ||||||||
Total assets | 2,946,386,397 | 2,543,028,469 | 1,582,559,120 | |||||||
Liabilities | ||||||||||
Accounts payable and accrued expenses | 51,709,305 | 59,521,770 | 2,915,210 | |||||||
Other current liabilities | 11,331,448 | 67,617,947 | ||||||||
Total current liabilities | 125,717,544 | 127,139,717 | ||||||||
Long-term debt, net | 549,879,823 | 501,200,081 | ||||||||
Out-of-market contracts | 228,828,459 | 229,576,646 | ||||||||
Other noncurrent liabilities | 32,537,026 | 66,558,403 | ||||||||
Total noncurrent liabilities | 951,036,450 | 797,335,130 | ||||||||
Total liabilities | $ 1,076,753,994 | $ 924,474,847 | $ 143,248,488 | |||||||
[1]Cash, cash equivalents and Restricted cash as of May 19, 2022 includes all consolidated subsidiaries of the Company upon the change in status. Refer to Note 2. Significant Accounting Policies for additional discussion.[2]As of December 31, 2021, Other assets includes $5.0 million of cash collateral associated with a derivative instrument. |
Significant Accounting Polici_8
Significant Accounting Policies - Narrative (Details) | 1 Months Ended | |||
Jun. 30, 2022 USD ($) segment jurisdiction loan | May 19, 2022 USD ($) | May 18, 2022 jurisdiction | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Equity method investments | $ 85,219,305 | |||
Accounts receivable, allowance for doubtful accounts | 0 | |||
Goodwill acquired | 220,900,000 | |||
Amortization expense of intangible assets and out-of-market contracts | 2,900,000 | |||
Contract amortization expense | 1,837,719 | |||
Amortization expense related to intangible assets | 3,700,000 | |||
Impairment charges on long lived assets | 0 | |||
Other investments | 131,505,446 | $ 90,425,067 | ||
Unamortized debt discount | 29,428,882 | $ 29,600,000 | ||
Contingent consideration, current | $ 16,545,516 | |||
Number of operating segments | segment | 2 | |||
Number of reportable segments | segment | 2 | |||
Deferred sales commission, per annum fee percent | 0.85% | 0.85% | ||
Deferred sales commission, monthly fee percent | 0.07% | 0.07% | ||
Deferred sales commission | $ 4,000,000 | |||
Number of jurisdictions in which the Company operates | jurisdiction | 36 | 36 | ||
GDEV | ||||
Related Party Transaction [Line Items] | ||||
Number of notes receivable | loan | 2 | |||
Other investments | $ 14,300,000 | |||
Energy revenue | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Term of contract (in years) | 10 years | |||
Energy revenue | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Term of contract (in years) | 20 years | |||
Channel Partner Relationships And Trademarks | ||||
Related Party Transaction [Line Items] | ||||
Amortization expense related to intangible assets | $ 1,100,000 | |||
PPA, REC and Out-of-market contracts | ||||
Related Party Transaction [Line Items] | ||||
Contract amortization expense | $ 1,800,000 | |||
Revenue Benchmark | One Customer | Customer Concentration Risk | ||||
Related Party Transaction [Line Items] | ||||
Concentration risk percentage | 10.30% | |||
OYA Solar | ||||
Related Party Transaction [Line Items] | ||||
Percentage of Investments of GDEV | 50% | |||
Equity method investments | $ 13,500,000 | |||
Unrealized gain (loss) on investments | 0 | |||
Dividend income | $ 0 | |||
Aurora Solar | ||||
Related Party Transaction [Line Items] | ||||
Percentage of Investments of GDEV | 49% | |||
Equity method investments | $ 71,700,000 | |||
Unrealized gain (loss) on investments | (1,400,000) | |||
Dividend income | $ 1,000,000 |
Significant Accounting Polici_9
Significant Accounting Policies - Useful Lives of Property, Plant, and Equipment, net (Details) | 1 Months Ended |
Jun. 30, 2022 | |
Solar energy systems | |
Property, Plant and Equipment [Line Items] | |
Useful Lives (Years) | 35 years |
Wind | |
Property, Plant and Equipment [Line Items] | |
Useful Lives (Years) | 30 years |
Battery storage systems | |
Property, Plant and Equipment [Line Items] | |
Useful Lives (Years) | 10 years |
Significant Accounting Polic_10
Significant Accounting Policies - Schedule of Notes Receivable (Details) | 1 Months Ended |
Jun. 30, 2022 USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Total notes receivable, current | $ 39,547,171 |
Total notes receivable, noncurrent | 330,871 |
Total notes receivable | 39,878,042 |
Chaberton | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Total notes receivable, current | $ 6,850,039 |
Interest rate | 8% |
New Market | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Total notes receivable, current | $ 5,008,070 |
Interest rate | 9% |
SE Solar | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Total notes receivable, current | $ 5,008,304 |
Interest rate | 9% |
Shepherds Run | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Total notes receivable, current | $ 8,751,528 |
Interest rate | 8% |
Cider | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Total notes receivable, current | $ 13,929,230 |
Interest rate | 8% |
Kane Warehouse | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Total notes receivable, noncurrent | $ 330,871 |
Interest rate | 10.25% |
Business Combinations - Narrati
Business Combinations - Narrative (Details) | 1 Months Ended | 5 Months Ended | 6 Months Ended | |||
May 19, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares | Jun. 30, 2022 USD ($) tranche $ / shares shares | May 18, 2022 USD ($) | Jun. 30, 2022 USD ($) tranche $ / shares | Dec. 31, 2021 $ / shares | |
Business Acquisition [Line Items] | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Contingent consideration | $ 73,600,000 | $ 73,600,000 | ||||
Goodwill | 220,940,043 | 220,940,043 | ||||
Goodwill expected to be tax deductible | $ 0 | |||||
Non-recurring professional fees associated with the Acquisition and change in status | 1,757,162 | |||||
Share-based compensation expense | 1,334,474 | |||||
Common Class EO | ||||||
Business Acquisition [Line Items] | ||||||
Share-based compensation expense | 1,300,000 | |||||
Unrecognized compensation expense | $ 33,700,000 | 33,700,000 | ||||
Weighted-average period for recognition of unrecognized compensation cost | 2 years 10 months 24 days | |||||
Incentive Units | ||||||
Business Acquisition [Line Items] | ||||||
Management fee shortfall that triggers distribution payments | $ 0 | 0 | ||||
Class P-I shares | ||||||
Business Acquisition [Line Items] | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | |||||
Common Class EO | ||||||
Business Acquisition [Line Items] | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | |||||
Acquired Entities | ||||||
Business Acquisition [Line Items] | ||||||
Equity consideration | $ 214,926,938 | |||||
Total purchase consideration | 294,082,714 | $ 335,000,000 | ||||
Contingent consideration | 73,600,000 | |||||
Goodwill | 220,940,043 | |||||
Non-recurring professional fees associated with the Acquisition and change in status | $ 3,400,000 | |||||
Acquired Entities | IPP | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 200,900,000 | |||||
Acquired Entities | IM | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 20,000,000 | |||||
Acquired Entities | Operating Expense | ||||||
Business Acquisition [Line Items] | ||||||
Non-recurring professional fees associated with the Acquisition and change in status | $ 2,600,000 | |||||
Acquired Entities | General and Administrative Expense | ||||||
Business Acquisition [Line Items] | ||||||
Non-recurring professional fees associated with the Acquisition and change in status | $ 800,000 | |||||
Acquired Entities | Class P-I shares | ||||||
Business Acquisition [Line Items] | ||||||
Equity consideration (in shares) | shares | 24,365,133 | |||||
Equity consideration, share price (in dollars per share) | $ / shares | $ 8.81 | $ 8.798 | ||||
Equity consideration | $ 214,400,000 | |||||
Total purchase consideration | $ 214,700,000 | |||||
Acquired Entities | Common Class EO | ||||||
Business Acquisition [Line Items] | ||||||
Earnout shares (in shares) | shares | 13,071,153 | |||||
Acquired Entities | Common Class EO | Tranche 1 Earnout Shares | ||||||
Business Acquisition [Line Items] | ||||||
Earnout shares (in shares) | shares | 4,357,051 | |||||
Acquired Entities | Common Class EO | Tranche 2 Earnout Shares | ||||||
Business Acquisition [Line Items] | ||||||
Earnout shares (in shares) | shares | 4,357,051 | |||||
Acquired Entities | Common Class EO | Tranche 3 Earnout Shares | ||||||
Business Acquisition [Line Items] | ||||||
Earnout shares (in shares) | shares | 4,357,051 | |||||
Acquired Entities | Common Class EO | Conversion to participating shares, threshold one | Tranche 1 Earnout Shares | ||||||
Business Acquisition [Line Items] | ||||||
Earnout shares (in shares) | shares | 2,904,410 | |||||
Calendar quarter Run Rate Revenue threshold | $ 8,300,000 | |||||
Maximum amount of that achieve the status of Participating Earnout Shares | $ 12,500,000 | |||||
Acquired Entities | Common Class EO | Conversion to participating shares, threshold one | Tranche 2 Earnout Shares | ||||||
Business Acquisition [Line Items] | ||||||
Earnout shares (in shares) | shares | 2,904,410 | |||||
Calendar quarter Run Rate Revenue threshold | $ 16,700,000 | |||||
Maximum amount of that achieve the status of Participating Earnout Shares | 25,000,000 | |||||
Acquired Entities | Common Class EO | Conversion to participating shares, threshold one | Tranche 3 Earnout Shares | ||||||
Business Acquisition [Line Items] | ||||||
Calendar quarter Run Rate Revenue threshold | 25,000,000 | |||||
Acquired Entities | Common Class EO | Conversion to participating shares, threshold two | Tranche 1 Earnout Shares | ||||||
Business Acquisition [Line Items] | ||||||
Calendar quarter Run Rate Revenue threshold | $ 12,500,000 | |||||
Percentage that achieves the status of Participating Earnout Shares | 100% | |||||
Acquired Entities | Common Class EO | Conversion to participating shares, threshold two | Tranche 2 Earnout Shares | ||||||
Business Acquisition [Line Items] | ||||||
Calendar quarter Run Rate Revenue threshold | $ 25,000,000 | |||||
Percentage that achieves the status of Participating Earnout Shares | 100% | |||||
Acquired Entities | Common Class EO | Conversion to participating shares, threshold two | Tranche 3 Earnout Shares | ||||||
Business Acquisition [Line Items] | ||||||
Calendar quarter Run Rate Revenue threshold | $ 37,500,000 | |||||
Percentage that achieves the status of Participating Earnout Shares | 100% | |||||
Acquired Entities | Common Class A EO | Tranche 3 Earnout Shares | ||||||
Business Acquisition [Line Items] | ||||||
Earnout shares (in shares) | shares | 378,874 | |||||
Acquired Entities | Common Class B EO | ||||||
Business Acquisition [Line Items] | ||||||
Earnout shares (in shares) | shares | 3,978,177 | |||||
Shares granted to employees as part of the Acquisition (in shares) | shares | 3,198,135 | |||||
Acquired Entities | Common Class B EO | Tranche 3 Earnout Shares | ||||||
Business Acquisition [Line Items] | ||||||
Grant-date fair value for awards issued | $ / shares | $ 10.96 | |||||
Acquired Entities | Common Class B EO | Tranche 3 Earnout Shares | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Number of tranches | tranche | 1 | 1 | ||||
Award vesting period | 1 year | |||||
Acquired Entities | Common Class B EO | Tranche 3 Earnout Shares | Median | ||||||
Business Acquisition [Line Items] | ||||||
Number of tranches | tranche | 2 | 2 | ||||
Award vesting period | 2 years | |||||
Acquired Entities | Common Class B EO | Tranche 3 Earnout Shares | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Number of tranches | tranche | 3 | 3 | ||||
Award vesting period | 3 years | |||||
Acquired Entities | Common Class B EO | Conversion to participating shares, threshold one | Tranche 3 Earnout Shares | ||||||
Business Acquisition [Line Items] | ||||||
Earnout shares (in shares) | shares | 2,525,827 | |||||
Maximum amount of that achieve the status of Participating Earnout Shares | $ 37,500,000 |
Business Combinations - Purchas
Business Combinations - Purchase Consideration (Details) - USD ($) | May 19, 2022 | Mar. 31, 2022 | Jun. 30, 2022 |
Business Acquisition [Line Items] | |||
Contingent consideration | $ 73,600,000 | ||
Acquired Entities | |||
Business Acquisition [Line Items] | |||
Equity consideration | $ 214,926,938 | ||
Contingent consideration | 73,600,000 | ||
Assumed expenses of Group LLC | 6,227,104 | ||
Assumed debt (paid at closing) | 1,500,000 | ||
Extinguishment of liabilities | (2,171,328) | ||
Total purchase consideration | 294,082,714 | $ 335,000,000 | |
Fair value of the Company’s investment in GDEV (held before the Acquisition) | 3,800,000 | ||
Total amount to allocate to net assets acquired and consolidated | 343,830,333 | ||
Acquired Entities | GDEV | |||
Business Acquisition [Line Items] | |||
Fair value of the Company’s investment in GDEV (held before the Acquisition) | 3,768,406 | ||
Fair value of the noncontrolling interest | 45,445,898 | ||
Acquired Entities | GDEV GP | |||
Business Acquisition [Line Items] | |||
Fair value of the noncontrolling interest | $ 533,315 |
Business Combinations - Fair Va
Business Combinations - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Jun. 30, 2022 | May 19, 2022 |
Business Acquisition [Line Items] | ||
Goodwill | $ 220,940,043 | |
Acquired Entities | ||
Business Acquisition [Line Items] | ||
Net working capital (including cash) | $ 8,819,403 | |
Property, plant and equipment | 75,594 | |
Investments, at fair value and other noncurrent assets | 42,355,783 | |
Carried interest | 278,689 | |
Other liabilities | (759,902) | |
Deferred tax liability | (25,779,277) | |
Goodwill | 220,940,043 | |
Sum of acquired and consolidated net assets | 343,830,333 | |
Acquired Entities | Trademarks | ||
Business Acquisition [Line Items] | ||
Finite-lived intangibles assets | 2,800,000 | |
Acquired Entities | Channel partner relationships | ||
Business Acquisition [Line Items] | ||
Finite-lived intangibles assets | $ 95,100,000 |
Business Combinations - Acquire
Business Combinations - Acquired Identifiable Intangible Assets (Details) - USD ($) | 1 Months Ended | |
May 19, 2022 | Jun. 30, 2022 | |
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Acquisition date fair value | $ 220,900,000 | |
Acquired Entities | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Acquisition date fair value | $ 220,940,043 | |
Acquired Entities | Trademarks | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquisition date fair value | $ 2,800,000 | |
Weighted-average amortization period (years) | 12 years | |
Acquired Entities | Channel partner relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquisition date fair value | $ 95,100,000 | |
Weighted-average amortization period (years) | 11 years |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) | 1 Months Ended |
Jun. 30, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | |
Total revenue | $ 19,614,868 |
Less: Contract amortization, net | 1,837,719 |
Less: Lease revenue | (1,406,912) |
Less: Investment, dividend and interest income | (1,658,289) |
Total revenue | 18,387,386 |
Energy sales | |
Disaggregation of Revenue [Line Items] | |
Total revenue | 17,858,837 |
RECs and other incentives | |
Disaggregation of Revenue [Line Items] | |
Total revenue | 1,885,233 |
Investment Management revenue | |
Disaggregation of Revenue [Line Items] | |
Total revenue | 209,040 |
Other revenue | |
Disaggregation of Revenue [Line Items] | |
Total revenue | 1,499,477 |
Contract amortization, net | |
Disaggregation of Revenue [Line Items] | |
Total revenue | $ (1,837,719) |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | Jun. 30, 2022 | May 19, 2022 | Dec. 31, 2021 |
Disaggregation of Revenue [Line Items] | |||
Contract assets | $ 0 | ||
Contract receivable | 21,300,000 | $ 25,100,000 | |
Contract liability | 0 | ||
Remaining performance obligations | $ 16,100,000 | $ 16,134,497 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligations | 3,123,608 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligations | 6,091,569 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligations | 4,165,616 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligations | 1,161,243 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligations | 1,028,875 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligations | $ 563,586 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations | $ 16,100,000 | $ 16,134,497 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations | $ 3,123,608 | |
Remaining performance obligations, period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations | $ 6,091,569 | |
Remaining performance obligations, period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations | $ 4,165,616 | |
Remaining performance obligations, period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations | $ 1,161,243 | |
Remaining performance obligations, period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations | $ 1,028,875 | |
Remaining performance obligations, period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations | $ 563,586 | |
Remaining performance obligations, period |
Fair Value Measurements and I_3
Fair Value Measurements and Investments - Fair Value of Assets and Liabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets | $ 133,886,940 | $ 0 |
Derivative liabilities | (82,355) | $ (7,501,983) |
Other investments | 46,286,141 | |
Equity method investments | 85,219,305 | |
Contingent consideration | (73,600,000) | |
Total | 191,710,031 | |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets | 0 | |
Derivative liabilities | 0 | |
Other investments | 0 | |
Equity method investments | 0 | |
Contingent consideration | 0 | |
Total | 0 | |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets | 133,886,940 | |
Derivative liabilities | (82,355) | |
Other investments | 0 | |
Equity method investments | 0 | |
Contingent consideration | 0 | |
Total | 133,804,585 | |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets | 0 | |
Derivative liabilities | ||
Other investments | 46,286,141 | |
Equity method investments | 85,219,305 | |
Contingent consideration | (73,600,000) | |
Total | $ 57,905,446 |
Fair Value Measurements and I_4
Fair Value Measurements and Investments - Summary of Private Equity Instruments (Details) | Jun. 30, 2022 USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Other investments | $ 46,286,141 |
Percentage of Investments of GDEV | 100% |
Equity interests | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Other investments | $ 31,983,291 |
Percentage of Investments of GDEV | 69.10% |
Secured loans | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Other investments | $ 14,302,850 |
Percentage of Investments of GDEV | 30.90% |
Fair Value Measurements and I_5
Fair Value Measurements and Investments - Narrative (Details) | 1 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity method investments | $ 85,219,305 |
Unrealized gain on investment | 1,900,000 |
Unrealized loss on investments | 1,400,000 |
OYA Solar | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity method investments | 13,500,000 |
Aurora Solar | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity method investments | $ 71,700,000 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) | Jun. 30, 2022 | May 19, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,573,164,780 | |
Accumulated depreciation | (5,001,197) | |
Property, plant and equipment, net | 1,568,163,583 | $ 1,522,994,919 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 9,091,123 | |
Plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,532,903,661 | |
Asset retirement obligation | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 29,958,940 | |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,211,056 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Narrative (Details) $ in Millions | 1 Months Ended |
Jun. 30, 2022 USD ($) | |
Property, Plant and Equipment [Abstract] | |
Construction in progress | $ 409.3 |
Development costs | 72.2 |
Depreciation expense | $ 5 |
Goodwill, Other Intangible As_3
Goodwill, Other Intangible Assets and Out-of-market Contracts - Narrative (Details) | 1 Months Ended | |
Jun. 30, 2022 USD ($) category | May 19, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 220,940,043 | |
Number of categories of intangible assets | category | 2 | |
Amortization expense related to intangible assets | $ 3,700,000 | |
Accumulated amortization | 748,187 | |
Contract amortization | 19,614,868 | |
Acquired Entities | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 220,940,043 | |
Contract amortization, net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Contract amortization | (1,837,719) | |
PPA and REC contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense related to intangible assets | $ 2,600,000 |
Goodwill, Other Intangible As_4
Goodwill, Other Intangible Assets and Out-of-market Contracts - Schedule of Other Intangible Assets (Details) | 1 Months Ended |
Jun. 30, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Gross carrying amount | $ 564,075,389 |
Accumulated amortization | (3,694,207) |
Total | 560,381,182 |
PPA contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Gross carrying amount | 403,207,826 |
Accumulated amortization | (2,439,370) |
Total | $ 400,768,456 |
PPA contracts | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period (in years) | 8 years |
PPA contracts | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period (in years) | 35 years |
PPA contracts - signed MIPA assets | |
Finite-Lived Intangible Assets [Line Items] | |
Gross carrying amount | $ 16,907,757 |
Accumulated amortization | 0 |
Total | 16,907,757 |
REC contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Gross carrying amount | 45,042,382 |
Accumulated amortization | (146,536) |
Total | $ 44,895,846 |
REC contracts | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period (in years) | 1 year |
REC contracts | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period (in years) | 21 years |
Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Gross carrying amount | $ 2,800,000 |
Accumulated amortization | (28,767) |
Total | $ 2,771,233 |
Amortization period (in years) | 12 years |
Channel partner relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Gross carrying amount | $ 95,100,000 |
Accumulated amortization | (1,079,534) |
Total | $ 94,020,466 |
Channel partner relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period (in years) | 4 years |
Channel partner relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period (in years) | 12 years |
Other intangible assets | |
Finite-Lived Intangible Assets [Line Items] | |
Gross carrying amount | $ 1,017,424 |
Accumulated amortization | 0 |
Total | $ 1,017,424 |
Amortization period (in years) | 30 years |
Goodwill, Other Intangible As_5
Goodwill, Other Intangible Assets and Out-of-market Contracts - Schedule of Out-Of-Market Contracts (Details) | 1 Months Ended |
Jun. 30, 2022 USD ($) | |
Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items] | |
Gross carrying amount | $ (229,576,646) |
Accumulated amortization | 748,187 |
Net out-of-market contracts | (228,828,459) |
PPA contracts | |
Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items] | |
Gross carrying amount | (182,156,562) |
Accumulated amortization | 629,900 |
Net out-of-market contracts | $ (181,526,662) |
PPA contracts | Minimum | |
Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items] | |
Amortization period (in years) | 8 years |
PPA contracts | Maximum | |
Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items] | |
Amortization period (in years) | 35 years |
PPA contracts - signed MIPA assets | |
Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items] | |
Gross carrying amount | $ (24,059,833) |
Accumulated amortization | 0 |
Net out-of-market contracts | (24,059,833) |
REC contracts | |
Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items] | |
Gross carrying amount | (23,360,251) |
Accumulated amortization | 118,287 |
Net out-of-market contracts | $ (23,241,964) |
REC contracts | Minimum | |
Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items] | |
Amortization period (in years) | 1 year |
REC contracts | Maximum | |
Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items] | |
Amortization period (in years) | 18 years |
Goodwill, Other Intangible As_6
Goodwill, Other Intangible Assets and Out-of-market Contracts - Estimated Future Annual Amortization Expense (Details) | Jun. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 8,514,140 |
2023 | 16,863,789 |
2024 | 16,863,789 |
2025 | 16,767,223 |
2026 | 16,574,092 |
Thereafter | 255,969,690 |
Total | $ 331,552,723 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 1 Months Ended |
Jun. 30, 2022 USD ($) | |
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items] | |
Rent expense | $ 1.2 |
Minimum rental payments | 1.1 |
Straight line rent expense in excess of contractual payments made | 0.2 |
Prepaid lease expense | 2.7 |
Contingent rental income | $ 1.4 |
Minimum | |
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items] | |
Lease term (in years) | 1 year |
Maximum | |
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items] | |
Lease term (in years) | 50 years |
Leases - Future Minimum Lease C
Leases - Future Minimum Lease Commitments Under Operating Leases (Details) | Dec. 31, 2021 USD ($) |
Leases [Abstract] | |
2022 | $ 3,776,102 |
2023 | 9,002,960 |
2024 | 8,660,118 |
2025 | 8,394,649 |
2026 | 8,399,134 |
2027 | 8,461,348 |
Thereafter | 165,734,641 |
Total | $ 212,428,952 |
Leases - Total Property, Plant
Leases - Total Property, Plant and Equipment Subject to Leases (Details) | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
Total property, plant and equipment subject to leases | $ 66,270,568 |
Accumulated depreciation | (341,078) |
Total property, plant and equipment subject to leases, net | $ 65,929,490 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) | 1 Months Ended | ||
Jun. 30, 2022 | May 19, 2022 | Dec. 31, 2021 | |
Derivative [Line Items] | |||
Fixed swap rate | 1.60% | ||
Cash flow hedge in asset position | $ 123,300,000 | ||
Decrease in interest expense for recognition of interest rate hedge | $ 300,000 | ||
Derivative assets | 133,886,940 | $ 0 | |
Derivative liabilities | 82,355 | 7,501,983 | |
Notional Amount | $ 284,700,000 | ||
Unrealized gain on derivatives designated as cash flow hedges, net of tax | 7,455,838 | ||
Taxes related to cash flow hedge | 2,700,000 | ||
Gain to be reclassified to income | 12,000,000 | ||
Loss to be reclassified to income | 8,600,000 | ||
Payments of cash collateral | 8,300,000 | ||
Interest rate swap contracts | |||
Derivative [Line Items] | |||
Derivative assets | 133,886,940 | ||
Derivative liabilities | 82,355 | ||
Notional Amount | 1,300,000,000 | ||
Interest Rate Swap, Effective | |||
Derivative [Line Items] | |||
Notional Amount | 620,800,000 | ||
Interest Rate Swap, Forward Starting | |||
Derivative [Line Items] | |||
Notional Amount | 432,800,000 | ||
Interest Rate Swap, Deal Contingent | |||
Derivative [Line Items] | |||
Notional Amount | $ 284,700,000 | ||
Minimum | |||
Derivative [Line Items] | |||
Fixed swap rate | 0.61% | ||
Maximum | |||
Derivative [Line Items] | |||
Fixed swap rate | 3.21% |
Derivative Instruments - Estima
Derivative Instruments - Estimated Fair Value Positions of Derivative Contracts (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Fair Value - Assets | $ 133,886,940 | $ 0 |
Fair Value - (Liabilities) | (82,355) | $ (7,501,983) |
Interest rate swap contracts | ||
Derivatives, Fair Value [Line Items] | ||
Outstanding notional amount | 1,338,364,978 | |
Fair Value - Assets | 133,886,940 | |
Fair Value - (Liabilities) | $ (82,355) |
Debt - Schedule of Credit Facil
Debt - Schedule of Credit Facilities and Loan Agreements (Details) - USD ($) | 1 Months Ended | ||||||||||
Nov. 25, 2021 | Apr. 01, 2021 | Feb. 01, 2021 | Dec. 07, 2019 | Dec. 06, 2019 | Feb. 28, 2017 | Jun. 30, 2022 | May 19, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Apr. 24, 2019 | |
Debt Instrument [Line Items] | |||||||||||
Outstanding | $ 620,760,242 | $ 82,151,509 | |||||||||
Less: Current portion of long-term debt | (36,897,511) | ||||||||||
Less: Discount on long-term debt | (29,428,882) | $ (29,600,000) | |||||||||
Less: Deferred financing fees | (4,554,026) | ||||||||||
Total long-term debt, net | 549,879,823 | $ 501,200,081 | |||||||||
GREC Entity HoldCo | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding | $ 78,073,040 | ||||||||||
GREC Entity HoldCo | Secured Debt | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.75% | 1.75% | |||||||||
Midway III Manager LLC | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding | $ 15,212,996 | ||||||||||
Midway III Manager LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.50% | ||||||||||
Trillium Manager LLC | Construction, Revolving and Term Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding | $ 74,744,882 | ||||||||||
Trillium Manager LLC | Construction, Revolving and Term Loans | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.88% | ||||||||||
GB Wind Holdco LLC | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding | $ 125,308,451 | ||||||||||
GB Wind Holdco LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.38% | ||||||||||
Greenbacker Wind Holdings II LLC | Loans Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding | $ 73,309,813 | ||||||||||
Greenbacker Wind Holdings II LLC | Loans Payable | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.88% | ||||||||||
Conic Manager LLC | Loans Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding | $ 24,356,358 | ||||||||||
Conic Manager LLC | Loans Payable | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.75% | 1.75% | |||||||||
Turquoise Manager LLC | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding | $ 32,097,723 | ||||||||||
Turquoise Manager LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.25% | ||||||||||
Eagle Valley Clean Energy LLC | Loans Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding | $ 34,969,323 | ||||||||||
Interest rate | 1.91% | 1.91% | |||||||||
Eagle Valley Clean Energy LLC (Premium loan) | Premium Financing Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding | $ 302,206 | ||||||||||
Interest rate | 2% | 2% | |||||||||
Greenbacker Equipment Acquisition Company LLC | Equipment Financing Line | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding | $ 6,500,000 | ||||||||||
Greenbacker Equipment Acquisition Company LLC | Equipment Financing Line | Prime Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1% | 1% | |||||||||
ECA Finco I, LLC | Loans Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding | $ 20,606,149 | ||||||||||
ECA Finco I, LLC | Loans Payable | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.25% | ||||||||||
GB Solar TE 2020 Manager LLC | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding | $ 19,551,522 | ||||||||||
GB Solar TE 2020 Manager LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.88% | ||||||||||
Sego Lily Solar Manager LLC | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding | $ 54,408,705 | ||||||||||
Sego Lily Solar Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.38% | ||||||||||
Celadon Manager LLC | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding | $ 19,080,864 | ||||||||||
Celadon Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.50% | ||||||||||
GRP II Borealis Solar LLC | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding | $ 42,238,210 | ||||||||||
GRP II Borealis Solar LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.50% | 2.50% | |||||||||
Letter of Credit | Letter of Credit Facility | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding | $ 0 | ||||||||||
Letter of Credit | Letter of Credit Facility | Line of Credit | Fed Funds Effective Rate Overnight Index Swap Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 0.75% | 2.25% | 0.75% |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | ||||||||||||||||||||
Jun. 09, 2022 project | Feb. 18, 2022 USD ($) | Nov. 25, 2021 | Apr. 01, 2021 USD ($) | Feb. 25, 2021 | Feb. 19, 2021 | Feb. 01, 2021 USD ($) | Dec. 23, 2020 | Oct. 30, 2020 USD ($) | Jun. 09, 2020 USD ($) | Dec. 07, 2019 USD ($) | Dec. 06, 2019 USD ($) | Nov. 22, 2019 | Apr. 24, 2019 USD ($) | Oct. 31, 2018 | Feb. 28, 2017 USD ($) | Jun. 30, 2022 | Dec. 31, 2021 USD ($) | Nov. 30, 2021 USD ($) | Sep. 28, 2021 USD ($) | Oct. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||||
Face amount of debt | $ 82,151,509 | ||||||||||||||||||||
GREC Entity HoldCo | Secured Debt | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.75% | 1.75% | |||||||||||||||||||
Midway III Manager LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||||||||||
Midway III Manager LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | Variable Rate, First Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||||||||||
Midway III Manager LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | Variable Rate, Second Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.63% | ||||||||||||||||||||
Trillium Manager LLC | Construction, Revolving and Term Loans | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Term of debt (in years) | 2 years | ||||||||||||||||||||
Trillium Manager LLC | Construction, Revolving and Term Loans | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.88% | ||||||||||||||||||||
Trillium Manager LLC | Construction, Revolving and Term Loans | London Interbank Offered Rate (LIBOR) | Variable Rate, First Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.88% | ||||||||||||||||||||
Trillium Manager LLC | Construction, Revolving and Term Loans | London Interbank Offered Rate (LIBOR) | Variable Rate, Second Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 2% | ||||||||||||||||||||
Trillium Manager LLC | Construction, Revolving and Term Loans | London Interbank Offered Rate (LIBOR) | Variable Rate, Increase Per Annum | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Increase to interest rate | 0.13% | ||||||||||||||||||||
Trillium Manager LLC | Construction, Revolving and Term Loans | Maximum | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Face amount of debt | $ 100,000,000 | ||||||||||||||||||||
GB Wind Holdco LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.38% | ||||||||||||||||||||
GB Wind Holdco LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | Variable Rate, First Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.38% | ||||||||||||||||||||
GB Wind Holdco LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | Variable Rate, Second Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||||||||||
GB Wind Holdco LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | Variable Rate, Increase Per Annum | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Increase to interest rate | 0.13% | ||||||||||||||||||||
Greenbacker Wind Holdings II LLC | Loans Payable | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.88% | ||||||||||||||||||||
Greenbacker Wind Holdings II LLC | Loans Payable | London Interbank Offered Rate (LIBOR) | Variable Rate, First Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.88% | ||||||||||||||||||||
Greenbacker Wind Holdings II LLC | Loans Payable | London Interbank Offered Rate (LIBOR) | Variable Rate, Second Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 2% | ||||||||||||||||||||
Conic Manager LLC | Loans Payable | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.75% | 1.75% | |||||||||||||||||||
Turquoise Manager LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.25% | ||||||||||||||||||||
Turquoise Manager LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | Variable Rate, First Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.25% | ||||||||||||||||||||
Turquoise Manager LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | Variable Rate, Second Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.38% | ||||||||||||||||||||
Eagle Valley Clean Energy LLC | Loans Payable | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Term of debt (in years) | 30 years | ||||||||||||||||||||
Interest rate | 1.91% | 1.91% | |||||||||||||||||||
Eagle Valley Clean Energy LLC | Loans Payable | Minimum | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Quarterly interest payment | $ 85,000 | ||||||||||||||||||||
Eagle Valley Clean Energy LLC (Premium loan) | Premium Financing Loan | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Face amount of debt | $ 1,000,000 | ||||||||||||||||||||
Interest rate | 2% | 2% | |||||||||||||||||||
Greenbacker Equipment Acquisition Company LLC | Equipment Financing Line | Prime Rate | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1% | 1% | |||||||||||||||||||
Greenbacker Equipment Acquisition Company LLC | Equipment Financing Line | Maximum | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Face amount of debt | $ 6,500,000 | ||||||||||||||||||||
ECA Finco I, LLC | Loans Payable | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 2.25% | ||||||||||||||||||||
ECA Finco I, LLC | Loans Payable | London Interbank Offered Rate (LIBOR) | Variable Rate, First Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 2.25% | ||||||||||||||||||||
ECA Finco I, LLC | Loans Payable | London Interbank Offered Rate (LIBOR) | Variable Rate, Second Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 2.50% | ||||||||||||||||||||
GB Solar TE 2020 Manager LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.88% | ||||||||||||||||||||
GB Solar TE 2020 Manager LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | Variable Rate, First Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.88% | ||||||||||||||||||||
GB Solar TE 2020 Manager LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | Variable Rate, Second Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 2% | ||||||||||||||||||||
GB Solar TE 2020 Manager LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | Variable Rate, Increase Per Annum | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Increase to interest rate | 0.13% | ||||||||||||||||||||
GB Solar TE 2020 Manager LLC | Secured Debt | Maximum | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Face amount of debt | $ 19,600,000 | ||||||||||||||||||||
Sego Lily Solar Manager LLC | Secured Debt | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Number of additional operating projects | project | 2 | ||||||||||||||||||||
Sego Lily Solar Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.38% | ||||||||||||||||||||
Sego Lily Solar Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Variable Rate, First Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.38% | ||||||||||||||||||||
Sego Lily Solar Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Variable Rate, Second Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||||||||||
Sego Lily Solar Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Variable Rate, Increase Per Annum | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Increase to interest rate | 0.13% | ||||||||||||||||||||
Celadon Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||||||||||
Celadon Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Variable Rate, First Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||||||||||
Celadon Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Variable Rate, Second Timeframe | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 1.63% | ||||||||||||||||||||
Celadon Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Variable Rate, Increase Per Annum | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Increase to interest rate | 0.13% | ||||||||||||||||||||
Celadon Manager LLC | Secured Debt | Maximum | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Face amount of debt | $ 71,000,000 | ||||||||||||||||||||
GRP II Borealis Solar LLC | Secured Debt | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 2.50% | 2.50% | |||||||||||||||||||
GRP II Borealis Solar LLC | Secured Debt | Maximum | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Face amount of debt | $ 60,000,000 | ||||||||||||||||||||
Letter of Credit | Letter of Credit Facility | Line of Credit | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Maximum borrowing capacity | $ 40,000,000 | $ 15,000,000 | |||||||||||||||||||
Cash collateral percentage | 100% | ||||||||||||||||||||
Letter of Credit | Letter of Credit Facility | Line of Credit | Fed Funds Effective Rate Overnight Index Swap Rate | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate | 0.75% | 2.25% | 0.75% | ||||||||||||||||||
Letter of Credit | Trillium Manager LLC | Line of Credit | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Maximum borrowing capacity | $ 5,000,000 | ||||||||||||||||||||
Revolving Credit Facility | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Maximum borrowing capacity | $ 32,500,000 | ||||||||||||||||||||
Face amount of debt | $ 0 | ||||||||||||||||||||
Revolving Credit Facility | Letter of Credit Facility | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Maximum borrowing capacity | $ 15,000,000 | $ 22,500,000 | |||||||||||||||||||
Revolving Credit Facility | Conic Manager LLC | Line of Credit | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Maximum borrowing capacity | $ 24,400,000 | ||||||||||||||||||||
Commitment fee (percentage) | 0.30% |
Debt - Schedule of Components o
Debt - Schedule of Components of Interest Expense (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2022 | May 18, 2022 | Jun. 30, 2021 | May 18, 2022 | Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |||||
Loan interest | $ 2,333,140 | ||||
Commitment / letter of credit fees | 400,463 | $ 16,276 | $ 97,927 | $ 136,171 | $ 228,408 |
Amortization of deferred financing costs | 44,764 | $ 520,183 | $ 468,591 | ||
Amortization of discount on notes payable | 143,194 | ||||
Interest capitalized | (167,853) | ||||
Total | $ 2,753,708 |
Debt - Schedule of Principal Pa
Debt - Schedule of Principal Payments Due on Borrowings (Details) | Dec. 31, 2021 USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 17,555,024 |
2023 | 44,017,096 |
2024 | 37,606,596 |
2025 | 103,105,131 |
2026 | 107,532,680 |
Thereafter | 310,943,715 |
Total | $ 620,760,242 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) | 1 Months Ended |
Jun. 30, 2022 USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Beginning balance | $ 29,383,847 |
Revisions in estimates for current obligations | 0 |
Asset retirement obligation settled during current period | 0 |
Asset retirement obligation incurred during current period | 887,891 |
Accretion expense | 64,509 |
Ending balance | $ 30,336,247 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 1 Months Ended | |
Jun. 30, 2022 USD ($) agreement | Dec. 31, 2021 USD ($) | |
Other Commitments [Line Items] | ||
Number of forward sales agreements | agreement | 2 | |
Percentage of sales commitment | 100% | |
Commitment to fund construction of facilities | ||
Other Commitments [Line Items] | ||
Funding commitment | $ 297.1 | |
PPA contracts - signed MIPA assets | ||
Other Commitments [Line Items] | ||
Funding commitment | $ 1,000 | |
Minimum | Energy sales | ||
Other Commitments [Line Items] | ||
Power purchase agreement, term of contract (in years) | 1 year | |
Maximum | Energy sales | ||
Other Commitments [Line Items] | ||
Power purchase agreement, term of contract (in years) | 5 years | |
Standby Letters of Credit | ||
Other Commitments [Line Items] | ||
Maximum borrowing capacity | $ 93.6 | |
Draw down under letters of credit | 0 | |
Parent Company Guarantees | ||
Other Commitments [Line Items] | ||
Guarantor obligations | $ 370.8 | |
Parent Company Guarantees | ||
Other Commitments [Line Items] | ||
Guarantor obligations | $ 114.4 |
Commitments and Contingencies_3
Commitments and Contingencies - Future Commitments Under Renewable Energy Contracts (Details) | Jun. 30, 2022 renewableEnergyCredit |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | 85,825 |
2022 | 172,726 |
2024 | 166,946 |
2025 | 50,389 |
2026 | 46,292 |
Thereafter | 149,432 |
Total | 671,610 |
Variable Interest Entities (Det
Variable Interest Entities (Details) | May 19, 2022 USD ($) | May 18, 2022 | Jun. 30, 2022 USD ($) taxEquityPartnership | Dec. 31, 2021 USD ($) |
Variable Interest Entity [Line Items] | ||||
Number of tax equity partnerships | taxEquityPartnership | 13 | |||
Assets | $ 2,543,028,469 | $ 2,946,386,397 | $ 1,582,559,120 | |
Liabilities | $ 924,474,847 | $ 1,076,753,994 | $ 143,248,488 | |
GDEV GP, GDEV and GDEV B | GREC | ||||
Variable Interest Entity [Line Items] | ||||
Interest rate carried | 20% | 10% | ||
Hurdle rate | 8% | |||
GDEV GP | Employee | ||||
Variable Interest Entity [Line Items] | ||||
Ownership percentage hele by noncontrolling owners | 25% | |||
GDEV | ||||
Variable Interest Entity [Line Items] | ||||
Ownership percentage hele by noncontrolling owners | 7.37% | |||
GDEV | GREC | ||||
Variable Interest Entity [Line Items] | ||||
Ownership percentage hele by noncontrolling owners | 7.35% | |||
GDEV | GDEV GP | ||||
Variable Interest Entity [Line Items] | ||||
Ownership percentage hele by noncontrolling owners | 2.76% | |||
GDEV | Certain Officers And Other Members Of Management | ||||
Variable Interest Entity [Line Items] | ||||
Ownership percentage hele by noncontrolling owners | 1% | |||
GDEV GP | ||||
Variable Interest Entity [Line Items] | ||||
Percentage of interests acquired | 75% | |||
Acquired Entities | ||||
Variable Interest Entity [Line Items] | ||||
Fair value of the Company’s investment in GDEV (held before the Acquisition) | $ 3,800,000 | |||
Acquired Entities | GDEV | ||||
Variable Interest Entity [Line Items] | ||||
Fair value of the Company’s investment in GDEV (held before the Acquisition) | $ 3,768,406 | |||
GDEV | ||||
Variable Interest Entity [Line Items] | ||||
Percentage of interests acquired | 2.80% | |||
Fair value of the Company’s investment in GDEV (held before the Acquisition) | $ 1,400,000 | |||
Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Assets | $ 1,000,000,000 | |||
Liabilities | 122,700,000 | |||
Variable Interest Entity, Primary Beneficiary | GDEV | ||||
Variable Interest Entity [Line Items] | ||||
Assets | 54,400,000 | |||
Liabilities | $ 200,000 |
Related Parties - Narrative (De
Related Parties - Narrative (Details) | 1 Months Ended | ||
May 19, 2022 uSDPerHour | May 18, 2022 entity shares | Jun. 30, 2022 USD ($) | |
Related Party Agreements and Transactions Agreements | |||
Other capital activity | $ (755,443) | ||
Liquidation performance participation fee, percentage of net proceeds in excess of adjusted capital | 0.2000 | ||
Liquidation performance participation fee payable, term (in days) | 30 days | ||
Greenbacker Capital Management LLC | |||
Related Party Agreements and Transactions Agreements | |||
Other capital activity | $ (200,000) | ||
Affiliated Entity | Special Unitholder | |||
Related Party Agreements and Transactions Agreements | |||
Liquidation performance participation fee, percentage of net proceeds in excess of adjusted capital | 0.200 | ||
Liquidation performance participation fee payable, term (in days) | 30 days | ||
Affiliated Entity | Greenbacker Administration | |||
Related Party Agreements and Transactions Agreements | |||
Fee (usd per hour) | uSDPerHour | 200 | ||
Affiliated Entity | GREC | |||
Related Party Agreements and Transactions Agreements | |||
Maximum term to file with Securities Exchange Commission (in months) | 12 months | ||
Affiliated Entity | Greenbacker Capital Management LLC | |||
Related Party Agreements and Transactions Agreements | |||
Number of investment entities | entity | 5 | ||
Affiliated Entity | GDEV | Management Service, Base | Consolidation, Eliminations | |||
Related Party Agreements and Transactions Agreements | |||
Management fees | $ 200,000 | ||
Affiliated Entity | GROZ | |||
Related Party Agreements and Transactions Agreements | |||
Base management fees payable, monthly rate | 0.125% | ||
Base management fees payable, annual rate | 1.50% | ||
Management fee payable | $ 100,000 | ||
Affiliated Entity | GROZ | Management Service, Base | |||
Related Party Agreements and Transactions Agreements | |||
Management fees | $ 34,300 | ||
Affiliated Entity | GDEV B | |||
Related Party Agreements and Transactions Agreements | |||
Base management fees payable, annual rate | 2% | ||
Management fee payable | $ 200,000 | ||
Affiliated Entity | GDEV B | Management Service, Base | |||
Related Party Agreements and Transactions Agreements | |||
Management fees | $ 58,300 | ||
Affiliated Entity | GREC II | |||
Related Party Agreements and Transactions Agreements | |||
Base management fees payable, monthly rate | 1.25% | ||
Affiliated Entity | GREC II | Management Service, Base | |||
Related Party Agreements and Transactions Agreements | |||
Management fees | $ 0 | ||
Affiliated Entity | GREC II | Management Service, Incentive | |||
Related Party Agreements and Transactions Agreements | |||
Management fees | 0 | ||
Affiliated Entity | AEC Companies | |||
Related Party Agreements and Transactions Agreements | |||
Lease receivable | 100,000 | ||
Loan receivable | $ 300,000 | ||
Class A shares | Greenbacker Capital Management LLC | |||
Related Party Agreements and Transactions Agreements | |||
Common unit, issued (in shares) | shares | 23,601 | ||
Class P-D shares | Greenbacker Capital Management LLC | |||
Related Party Agreements and Transactions Agreements | |||
Common unit, issued (in shares) | shares | 2,776 |
Related Parties - Schedule of R
Related Parties - Schedule of Related Party Transactions (Details) - Affiliated Entity - GREC II $ in Millions | Jun. 30, 2022 USD ($) |
Related Party Transaction [Line Items] | |
Base management fees payable, monthly rate | 1.25% |
Class I, Class D, Class T And Class S | Related Party Transaction, Fee Arrangement, Scenario One | |
Related Party Transaction [Line Items] | |
Aggregate NAV (Class I, Class D, Class T, and Class S shares) | $ 1,500 |
Base management fees payable, annual rate | 1.75% |
Base management fees payable, monthly rate | 0.15% |
Class I, Class D, Class T And Class S | Related Party Transaction, Fee Arrangement, Scenario Two | |
Related Party Transaction [Line Items] | |
Aggregate NAV (Class I, Class D, Class T, and Class S shares) | $ 1,500 |
Base management fees payable, annual rate | 1.50% |
Base management fees payable, monthly rate | 0.13% |
Income Taxes - Schedule of Cons
Income Taxes - Schedule of Consolidated Income Tax Provision (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2022 | May 18, 2022 | Jun. 30, 2021 | May 18, 2022 | Jun. 30, 2021 | |
Deferred: | |||||
Federal | $ 155,241 | ||||
State | 416,673 | ||||
Foreign | 10,630 | ||||
Deferred provision for income taxes | $ 582,544 | $ (1,151,099) | $ (2,123,117) | $ (4,315,392) | $ (3,492,411) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate Reconciliation (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2022 | May 18, 2022 | Jun. 30, 2021 | May 18, 2022 | Jun. 30, 2021 | |
Amount | |||||
Tax (benefit) at statutory U.S. federal income tax rate | $ (1,199,969) | ||||
State income taxes, net of federal benefit | 329,798 | ||||
Noncontrolling interest | 1,728,770 | ||||
Share-based compensation | 280,240 | ||||
Transaction costs | 287,348 | ||||
Federal tax credits | (856,280) | ||||
Permanent differences (GREC LLC and other - net) | 12,637 | ||||
Provision for income taxes | $ 582,544 | ||||
Percentage | |||||
Tax (benefit) at statutory U.S. federal income tax rate | 21% | ||||
State income taxes, net of federal benefit | (5.80%) | ||||
Noncontrolling interest | (30.30%) | ||||
Share-based compensation | (4.90%) | ||||
Transaction costs | (5.00%) | ||||
Federal tax credits | 15% | ||||
Permanent differences (GREC LLC and other - net) | (0.20%) | ||||
Effective tax rate | (10.20%) | 24.91% | 25.50% | 22.48% | 27% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Liabilities) (Details) | Jun. 30, 2022 USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating losses | $ 80,206,958 |
Federal tax credits | 14,739,802 |
Asset retirement obligations | 3,690,054 |
Disallowed interest | 2,506,805 |
Other | 208,888 |
Total deferred tax assets | 101,352,507 |
Less: Valuation allowance | (1,512,356) |
Deferred tax assets, net of valuation allowance | 99,840,151 |
Investments in flow-through entities taxed as partnerships | (47,939,783) |
Derivative assets | (35,232,063) |
Property, plant and equipment | (18,185,831) |
Intangibles | (59,282,670) |
Long-term debt | (3,716,983) |
Total deferred tax liabilities | (164,357,330) |
Deferred tax liabilities, net | $ (64,517,179) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Tax Credit Carryforward [Line Items] | ||
Deferred tax liabilities, net | $ 64,517,179 | |
Deferred tax liabilities, net of allowance | (66,191,142) | $ (26,707,096) |
Deferred tax assets, net | 1,700,000 | |
Partial valuation allowance against deferred tax assets | 1,512,356 | |
Domestic Tax Authority | ||
Tax Credit Carryforward [Line Items] | ||
Federal net operating loss carryforwards | 301,400,000 | |
Operating loss carryforwards not subject to expiration | 251,900,000 | |
Operating loss carryforwards, subject to expiration | 49,500,000 | |
Tax credit carryforwards, subject to expiration | 14,700,000 | |
State and Local Jurisdiction | ||
Tax Credit Carryforward [Line Items] | ||
Federal net operating loss carryforwards | 306,400,000 | |
Operating loss carryforwards not subject to expiration | 43,600,000 | |
Operating loss carryforwards, subject to expiration | $ 262,800,000 |
Noncontrolling Interests and _2
Noncontrolling Interests and Redeemable Noncontrolling Interests (Details) - USD ($) | 1 Months Ended | ||
Jun. 30, 2022 | May 19, 2022 | May 18, 2022 | |
Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests | $ 2,034,000 | $ 2,034,000 | |
Net loss attributable to noncontrolling interests | (8,232,238) | ||
Contributions | 12,634,073 | ||
Contributions from noncontrolling interests | 9,137,788 | ||
Distributions to noncontrolling interests | 6,000,941 | ||
Payments to noncontrolling interests | 3,766,459 | ||
Noncontrolling interests | 117,159,821 | $ 74,813,714 | |
Tax Equity Investors | |||
Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests | 2,000,000 | ||
Nonredeemable noncontrolling interest | 68,300,000 | ||
Net loss attributable to noncontrolling interests | (9,500,000) | ||
Contributions | 8,500,000 | ||
Contributions from noncontrolling interests | 8,500,000 | ||
Distributions to noncontrolling interests | 3,400,000 | ||
Payments to noncontrolling interests | 1,200,000 | ||
GDEV GP | |||
Noncontrolling Interest [Line Items] | |||
Net loss attributable to noncontrolling interests | 0 | ||
Noncontrolling interests | 600,000 | ||
GDEV | |||
Noncontrolling Interest [Line Items] | |||
Net loss attributable to noncontrolling interests | 1,200,000 | ||
Contributions | 4,100,000 | ||
Contributions from noncontrolling interests | 600,000 | ||
Payments to noncontrolling interests | 2,600,000 | ||
Noncontrolling interests | 48,100,000 | ||
Distributions to limited partners | 2,600,000 | ||
Other Noncontrolling Interest | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interests | $ 200,000 |
Members' Equity - Narrative (De
Members' Equity - Narrative (Details) | 1 Months Ended | 5 Months Ended | |||
May 19, 2022 shares | Nov. 30, 2020 USD ($) | Jun. 30, 2022 USD ($) shares | May 18, 2022 shares | Dec. 31, 2021 shares | |
Distribution Made to Limited Partner [Line Items] | |||||
Total shares authorized (in shares) | 400,000,000 | 400,000,000 | |||
Common shares, shares authorized (in shares) | 350,000,000 | 350,000,000 | 350,000,000 | ||
Preferred shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | ||
Preferred shares, shares issued (in shares) | 0 | 0 | |||
Preferred shares, shares outstanding (in shares) | 0 | 0 | |||
Shares offered, DRP | $ | $ 20,000,000 | ||||
Liquidation performance participation fee, percentage of net proceeds in excess of adjusted capital | 0.2000 | ||||
Liquidation performance participation fee payable, term (in days) | 30 days | ||||
Liquidation performance participation payable | $ | $ 0 | ||||
Compensation expense | $ | $ 0 | ||||
Distribution Reinvestment Plan | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Shares offered, DRP | $ | $ 20,000,000 | ||||
Minimum written notice period for termination (in days) | 10 days | 10 days | |||
Shares issued (in shares) | 5,995,057 | 5,544,247 | 4,680,971 | ||
Common Class EO | Acquired Entities | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Earnout shares (in shares) | 13,071,153 | ||||
Common Class EO | Acquired Entities | Tranche 1 Earnout Shares | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Earnout shares (in shares) | 4,357,051 | ||||
Common Class EO | Acquired Entities | Tranche 2 Earnout Shares | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Earnout shares (in shares) | 4,357,051 | ||||
Common Class EO | Acquired Entities | Tranche 3 Earnout Shares | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Earnout shares (in shares) | 4,357,051 | ||||
Class A shares | Distribution Reinvestment Plan | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Shares issued (in shares) | 2,646,318 | 2,576,038 | 2,438,154 | ||
Class C shares | Distribution Reinvestment Plan | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Shares issued (in shares) | 456,256 | 440,664 | 409,657 | ||
Class I shares | Distribution Reinvestment Plan | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Shares issued (in shares) | 1,269,925 | 1,230,403 | 1,152,785 | ||
Class P-A shares | Distribution Reinvestment Plan | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Shares issued (in shares) | 32,509 | 27,032 | 16,432 | ||
Class P-I shares | Distribution Reinvestment Plan | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Shares issued (in shares) | 983,666 | 782,189 | 411,369 | ||
Class P-I shares | Acquired Entities | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Equity consideration (in shares) | 24,365,133 | ||||
Class P-D shares | Distribution Reinvestment Plan | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Shares issued (in shares) | 1,750 | 1,543 | 1,143 | ||
Class P-S shares | Distribution Reinvestment Plan | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Shares issued (in shares) | 599,353 | 482,055 | 248,961 | ||
Class P-T shares | Distribution Reinvestment Plan | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Shares issued (in shares) | 5,280 | 4,323 | 2,470 |
Members' Equity - Schedule of S
Members' Equity - Schedule of Shares Issued and Outstanding (Details) - shares | 1 Months Ended | 5 Months Ended | 12 Months Ended |
Jun. 30, 2022 | May 18, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Shares Outstanding, beginning balance (in shares) | 177,455,448 | 165,387,519 | |
Shares Issued to Complete the Acquisition (in shares) | 24,365,133 | ||
Other Capital Activity (in shares) | (11,601) | ||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 450,810 | 863,276 | 1,418,253 |
Shares Repurchased During the Period (in shares) | (576,790) | (720,146) | (2,538,197) |
Shares Outstanding, ending balance (in shares) | 201,683,000 | 177,455,448 | 165,387,519 |
Class A shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Shares Outstanding, beginning balance (in shares) | 16,626,973 | 16,580,558 | |
Shares Issued to Complete the Acquisition (in shares) | 0 | ||
Other Capital Activity (in shares) | (23,601) | ||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 70,280 | 137,884 | 413,371 |
Shares Repurchased During the Period (in shares) | (120,655) | (91,469) | (661,926) |
Shares Outstanding, ending balance (in shares) | 16,552,997 | 16,626,973 | 16,580,558 |
Class C shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Shares Outstanding, beginning balance (in shares) | 2,766,760 | 2,741,963 | |
Shares Issued to Complete the Acquisition (in shares) | 0 | ||
Other Capital Activity (in shares) | 0 | ||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 15,592 | 31,007 | 93,130 |
Shares Repurchased During the Period (in shares) | (115,608) | (6,210) | (85,828) |
Shares Outstanding, ending balance (in shares) | 2,666,744 | 2,766,760 | 2,741,963 |
Class I shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Shares Outstanding, beginning balance (in shares) | 6,445,062 | 6,449,493 | |
Shares Issued to Complete the Acquisition (in shares) | 0 | ||
Other Capital Activity (in shares) | 0 | ||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 39,522 | 77,618 | 231,377 |
Shares Repurchased During the Period (in shares) | (57,113) | (82,049) | (296,575) |
Shares Outstanding, ending balance (in shares) | 6,427,471 | 6,445,062 | 6,449,493 |
Class P-A shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Shares Outstanding, beginning balance (in shares) | 794,193 | 783,593 | |
Shares Issued to Complete the Acquisition (in shares) | 0 | ||
Other Capital Activity (in shares) | 0 | ||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 5,477 | 10,600 | 16,432 |
Shares Repurchased During the Period (in shares) | 0 | 0 | 0 |
Shares Outstanding, ending balance (in shares) | 799,670 | 794,193 | 783,593 |
Class P-I shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Shares Outstanding, beginning balance (in shares) | 103,334,227 | 92,069,013 | |
Shares Issued to Complete the Acquisition (in shares) | 24,365,133 | ||
Other Capital Activity (in shares) | 14,776 | ||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 201,477 | 370,820 | 411,369 |
Shares Repurchased During the Period (in shares) | (143,409) | (317,209) | (1,493,868) |
Shares Outstanding, ending balance (in shares) | 127,772,204 | 103,334,227 | 92,069,013 |
Class P-D shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Shares Outstanding, beginning balance (in shares) | 198,948 | 198,548 | |
Shares Issued to Complete the Acquisition (in shares) | 0 | ||
Other Capital Activity (in shares) | (2,776) | ||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 207 | 400 | 1,143 |
Shares Repurchased During the Period (in shares) | (5,436) | 0 | 0 |
Shares Outstanding, ending balance (in shares) | 190,943 | 198,948 | 198,548 |
Class P-S shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Shares Outstanding, beginning balance (in shares) | 47,047,838 | 46,324,757 | |
Shares Issued to Complete the Acquisition (in shares) | 0 | ||
Other Capital Activity (in shares) | |||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 117,298 | 233,094 | 248,961 |
Shares Repurchased During the Period (in shares) | (134,569) | (223,209) | 0 |
Shares Outstanding, ending balance (in shares) | 47,030,567 | 47,047,838 | 46,324,757 |
Class P-T shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Shares Outstanding, beginning balance (in shares) | 241,447 | 239,594 | |
Shares Issued to Complete the Acquisition (in shares) | 0 | ||
Other Capital Activity (in shares) | 0 | ||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 957 | 1,853 | 2,470 |
Shares Repurchased During the Period (in shares) | 0 | 0 | 0 |
Shares Outstanding, ending balance (in shares) | 242,404 | 241,447 | 239,594 |
Members' Equity - Quarterly Sha
Members' Equity - Quarterly Share Repurchase Limits (Details) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | |
Equity [Abstract] | |||||
Stock repurchase limit, percentage of weighted average number of shares during any 12-month period | 0.002000 | 0.2000 | |||
Stock repurchase limit, percentage of weighted average number of Shares prior four fiscal quarters | 0.000500 | 0.0375 | 0.0250 | 0.0188 | 0.0500 |
Members' Equity - Schedule of D
Members' Equity - Schedule of Distributions (Details) - $ / shares | 3 Months Ended | 7 Months Ended | 12 Months Ended | 18 Months Ended | 19 Months Ended | |||||||
Oct. 31, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Nov. 30, 2020 | Oct. 31, 2018 | Apr. 30, 2020 | Jun. 30, 2022 | |
Class A shares | ||||||||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||||||||
Distribution paid (in dollars per share) | $ 0.00167 | $ 0.00167 | $ 0.00168 | $ 0.00169 | $ 0.00168 | $ 0.00166 | $ 0.00166 | $ 0.00165 | $ 0.00152 | $ 0.00167 | $ 0.00167 | $ 0.00152 |
Class C shares | ||||||||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||||||||
Distribution paid (in dollars per share) | 0.00163 | 0.00163 | 0.00164 | 0.00164 | 0.00168 | 0.00166 | 0.00166 | 0.00165 | 0.00149 | 0.00163 | 0.00163 | 0.00149 |
Class I shares | ||||||||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||||||||
Distribution paid (in dollars per share) | 0.00167 | 0.00167 | 0.00168 | 0.00169 | 0.00168 | 0.00166 | 0.00166 | 0.00165 | 0.00152 | 0.00167 | 0.00167 | 0.00152 |
Class P-A shares | ||||||||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||||||||
Distribution paid (in dollars per share) | 0 | 0.00160 | 0.00160 | 0.00160 | 0.00160 | 0.00158 | 0 | 0 | 0.00153 | 0 | 0.00165 | 0.00152 |
Class P-I shares | ||||||||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||||||||
Distribution paid (in dollars per share) | 0.00159 | 0.00158 | 0.00160 | 0.00160 | 0.00160 | 0.00158 | 0 | 0 | 0.00158 | 0.00158 | 0.00158 | 0.00158 |
Class P-D shares | ||||||||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||||||||
Distribution paid (in dollars per share) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.00158 |
Class P-T shares | ||||||||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||||||||
Distribution paid (in dollars per share) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.00158 |
Class P-S shares | ||||||||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||||||||
Distribution paid (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0.00158 |
Members' Equity - Distributions
Members' Equity - Distributions (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||||
Jul. 01, 2022 | Jun. 01, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | May 18, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | May 18, 2022 | Jun. 30, 2021 | |
Dividends Payable [Line Items] | ||||||||||
Paid in Cash | $ 6,954,111 | $ 14,298,922 | ||||||||
Value of Shares Issued under DRP | 2,020,049 | $ 3,909,704 | 3,909,704 | $ 1,934,690 | $ 5,552,042 | $ 2,411,707 | $ 1,550,005 | $ 7,486,732 | $ 3,961,712 | |
Total | $ 8,974,160 | $ 18,208,626 | $ 18,208,626 | |||||||
Subsequent Event | ||||||||||
Dividends Payable [Line Items] | ||||||||||
Paid in Cash | $ 7,344,811 | |||||||||
Value of Shares Issued under DRP | 1,889,655 | |||||||||
Total | $ 9,234,466 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2022 | May 18, 2022 | Jun. 30, 2021 | May 18, 2022 | Jun. 30, 2021 | |
Numerator | |||||
Net income attributable to Greenbacker Renewable Energy Company LLC | $ 1,935,556 | ||||
Denominator | |||||
Weighted average shares, basic (in shares) | 201,992,520 | 177,311,647 | 118,813,320 | 174,129,549 | 102,466,063 |
Net income attributable to Greenbacker Renewable Energy Company LLC | |||||
Basic (in dollars per share) | $ 0.01 | $ (0.04) | $ 0.03 | $ (0.03) | $ 0.04 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 1 Months Ended |
Jun. 30, 2022 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reportable Segment Financial Results, Revenue and Adjusted EBITDA (Details) - USD ($) | 1 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2022 | May 18, 2022 | Jun. 30, 2021 | |
Revenue | |||
Total revenue | $ 19,614,868 | ||
Segment Adjusted EBITDA: | |||
Adjusted EBITDA | 7,999,311 | ||
Reconciliation: | |||
Share-based compensation expense | 1,334,474 | ||
Non-recurring professional fees associated with the Acquisition and change in status | 1,757,162 | ||
Depreciation, amortization and accretion | 8,019,612 | ||
Operating loss | (3,111,937) | ||
Interest expense, net | (2,753,708) | ||
Net unrealized gain on investments | 512,058 | $ 13,647,821 | $ 22,125,124 |
Other expense | (360,551) | ||
Net loss before income taxes | (5,714,138) | ||
Provision for income taxes | (582,544) | ||
Net loss | (6,296,682) | $ 30,778,458 | $ 18,653,834 |
Less: Net loss attributable to noncontrolling interests | (8,232,238) | ||
Net income attributable to Greenbacker Renewable Energy Company LLC | 1,935,556 | ||
Contract amortization expense | 1,837,719 | ||
Operating Segments | |||
Segment Adjusted EBITDA: | |||
Adjusted EBITDA | 11,057,569 | ||
Unallocated corporate expenses | |||
Segment Adjusted EBITDA: | |||
Adjusted EBITDA | (3,058,258) | ||
Energy revenue | |||
Revenue | |||
Total revenue | 19,744,070 | ||
Other revenue | |||
Revenue | |||
Total revenue | 1,499,477 | ||
Contract amortization, net | |||
Revenue | |||
Total revenue | (1,837,719) | ||
Investment Management revenue | |||
Revenue | |||
Total revenue | 209,040 | ||
IPP | |||
Revenue | |||
Total revenue | 19,405,828 | ||
IPP | Operating Segments | |||
Segment Adjusted EBITDA: | |||
Adjusted EBITDA | 11,797,960 | ||
IPP | Energy revenue | |||
Revenue | |||
Total revenue | 19,744,070 | ||
IPP | Other revenue | |||
Revenue | |||
Total revenue | 1,499,477 | ||
IPP | Contract amortization, net | |||
Revenue | |||
Total revenue | (1,837,719) | ||
IM | Operating Segments | |||
Segment Adjusted EBITDA: | |||
Adjusted EBITDA | (740,391) | ||
IM | Investment Management revenue | |||
Revenue | |||
Total revenue | $ 209,040 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 5 Months Ended | |||||||||||||
Nov. 18, 2022 | Nov. 04, 2022 | Nov. 01, 2022 | Oct. 14, 2022 | Aug. 22, 2022 | Aug. 17, 2022 | Jul. 29, 2022 | Jul. 26, 2022 | Jul. 20, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | Nov. 18, 2022 | Nov. 30, 2022 | May 18, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||||||||||||||
Contributions from noncontrolling interests | $ 9,137,788 | ||||||||||||||
Face amount of debt | $ 82,151,509 | ||||||||||||||
Proceeds from borrowings | 58,985,814 | ||||||||||||||
Notes receivable, current | 39,547,171 | ||||||||||||||
Contributions | 12,634,073 | ||||||||||||||
Payments for investments | 1,980,695 | ||||||||||||||
GDEV | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Funded commitment | $ 2,900,000 | ||||||||||||||
Chaberton | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Notes receivable, current | $ 6,850,039 | ||||||||||||||
Interest rate | 8% | ||||||||||||||
Tax Equity Investors | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Contributions from noncontrolling interests | $ 8,500,000 | ||||||||||||||
Contributions | 8,500,000 | ||||||||||||||
GDEV | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Contributions from noncontrolling interests | 600,000 | ||||||||||||||
Contributions | $ 4,100,000 | ||||||||||||||
Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from borrowings | $ 28,100,000 | $ 56,900,000 | |||||||||||||
Subsequent Event | OYA Equipment | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Notes receivable, current | $ 18,000,000 | ||||||||||||||
Interest rate | 9% | ||||||||||||||
Subsequent Event | OYA Equipment, First Installment | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Notes receivable, current | $ 7,900,000 | ||||||||||||||
Subsequent Event | OYA Equipment, Second Installment | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Notes receivable, current | $ 9,900,000 | ||||||||||||||
Subsequent Event | Chaberton | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from note receivable | $ 8,300,000 | ||||||||||||||
Subsequent Event | Construction Loans | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Face amount of debt | $ 93,700,000 | ||||||||||||||
Proceeds from borrowings | $ 65,500,000 | ||||||||||||||
Margin rate | 1% | ||||||||||||||
Subsequent Event | Construction Loans | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Basis spread on variable rate | 1.10% | ||||||||||||||
Index rate adjustment | 0.10% | ||||||||||||||
Subsequent Event | Bridge Loan | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Face amount of debt | $ 79,700,000 | ||||||||||||||
Proceeds from borrowings | $ 14,200,000 | ||||||||||||||
Subsequent Event | Loans Payable | New Term Loan | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from borrowings | $ 32,500,000 | $ 19,800,000 | |||||||||||||
Subsequent Event | Loans Payable | Maximum | New Term Loan | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Face amount of debt | $ 50,500,000 | ||||||||||||||
Subsequent Event | Loans Payable | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | New Term Loan | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Basis spread on variable rate | 1.30% | ||||||||||||||
Subsequent Event | Tax Equity Investors, New | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Contributions from noncontrolling interests | $ 2,200,000 | ||||||||||||||
Subsequent Event | Tax Equity Investors | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Contributions from noncontrolling interests | $ 44,100,000 | ||||||||||||||
Subsequent Event | GDEV | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Contributions | $ 19,400,000 | ||||||||||||||
Payments for investments | 26,800,000 | ||||||||||||||
Subsequent Event | GREC | GDEV | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Sale of limited partners capital account | $ 7,500,000 | ||||||||||||||
Funded commitment | 5,100,000 | $ 5,100,000 | |||||||||||||
Proceeds from sale of partnership | $ 5,700,000 |
Significant Accounting Polic_11
Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 jurisdiction | May 18, 2022 USD ($) jurisdiction | Jun. 30, 2021 USD ($) | May 18, 2022 USD ($) jurisdiction | Jun. 30, 2021 USD ($) | May 19, 2022 | Dec. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||||
Administrator expenses | $ 2,155,303 | $ 0 | $ 2,155,303 | $ 0 | |||
Due to GCM | $ 607,610 | ||||||
Amounts reimbursed to the Advisor | 500,000 | ||||||
Return of capital receivable | 654,622 | ||||||
Performance participation fee payable | $ 3,359,269 | ||||||
Performance participation fee | $ 0 | $ 1,312,309 | $ 384,065 | $ 1,312,309 | |||
Deferred sales commission, per annum fee percent | 0.85% | 0.85% | |||||
Deferred sales commission, monthly fee percent | 0.07% | 0.07% | |||||
Deferred sales commission payable | $ 4,626,626 | ||||||
Average monthly notional amount | 109,600,000 | ||||||
Notional Amount | $ 284,700,000 | ||||||
Fixed Pay Rate | 1.60% | ||||||
Cash collateral associated with derivative instrument included in other assets | $ 5,000,000 | ||||||
Number of jurisdictions in which the Company operates | jurisdiction | 36 | 36 | 36 | ||||
Effective tax rate | (10.20%) | 24.91% | 25.50% | 22.48% | 27% | ||
Greenbacker Capital Management LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Due to GCM | $ 600,000 | ||||||
Greenbacker Capital Management LLC | Public Offering | |||||||
Related Party Transaction [Line Items] | |||||||
Limit of offering costs reimbursement to advisor | 15% | ||||||
Greenbacker Capital Management LLC | Private Offering | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of reimbursement out of gross offering proceeds | 0.50% | ||||||
Advisor And Dealer Manager | |||||||
Related Party Transaction [Line Items] | |||||||
Total O&O Costs incurred by the Advisor | $ 1,100,000 |
Significant Accounting Polic_12
Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | May 18, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | May 18, 2022 | Jun. 30, 2021 | |
Basic and diluted | |||||||
Net investment (loss) income | $ (7,689,316) | $ 2,804,766 | $ 3,402,852 | $ 1,010,087 | $ (4,884,550) | $ 4,412,939 | |
Net increase in net assets attributed to common members | $ 9,943,474 | $ 14,928,152 | $ 30,778,458 | $ 18,653,834 | |||
Net investment (loss) income per share (in dollars per share) | $ (0.04) | $ 0.03 | $ (0.03) | $ 0.04 | |||
Net increase in net assets attributed to common members per share (in dollars per share) | $ 0.06 | $ 0.13 | $ 0.18 | $ 0.18 | |||
Weighted average common shares outstanding, basic (in shares) | 201,992,520 | 177,311,647 | 118,813,320 | 174,129,549 | 102,466,063 | ||
Weighted average common shares outstanding, diluted (in shares) | 177,311,647 | 118,813,320 | 174,129,549 | 102,466,063 |
Significant Accounting Polic_13
Significant Accounting Policies - Schedule of Derivative Instruments in Consolidated Statement of Assets and Liabilities, Fair Value (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Risks Inherent in Servicing Assets and Servicing Liabilities [Line Items] | ||
Asset Derivatives | $ 133,886,940 | $ 0 |
Derivative liabilities | $ 82,355 | 7,501,983 |
Interest Rate Risk | Swaps | ||
Risks Inherent in Servicing Assets and Servicing Liabilities [Line Items] | ||
Asset Derivatives | 0 | |
Derivative liabilities | $ 7,501,983 |
Significant Accounting Polic_14
Significant Accounting Policies - Schedule of Effect of Derivative Instruments on the Consolidated Statement of Operations (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
May 18, 2022 | Jun. 30, 2021 | May 18, 2022 | Jun. 30, 2021 | |
Risks Inherent in Servicing Assets and Servicing Liabilities [Line Items] | ||||
Change in net unrealized depreciation on derivative transactions | $ 18,923,682 | $ (1,078,794) | $ 35,266,332 | $ 2,660,233 |
Other expense | 184,036 | 604,675 | 650,906 | 1,098,491 |
Interest Rate Risk | Swaps | ||||
Risks Inherent in Servicing Assets and Servicing Liabilities [Line Items] | ||||
Change in net unrealized depreciation on derivative transactions | 18,923,682 | (1,078,794) | 35,266,332 | 2,660,233 |
Other expense | $ 184,036 | $ 604,675 | $ 650,906 | $ 1,098,491 |
Investments - Schedule of Inves
Investments - Schedule of Investments Fair Value by Geographic Region (Details) | Dec. 31, 2021 USD ($) | |
Investment Holdings [Line Items] | ||
Investments at Cost | $ 1,292,072,217 | |
Investments at Fair Value | $ 1,435,742,001 | |
Fair Value Percentage of Total Portfolio | 100% | [1] |
Money Market Funds: | ||
Investment Holdings [Line Items] | ||
Investments at Cost | $ 67,392,443 | |
Investments at Fair Value | $ 67,392,443 | |
Fair Value Percentage of Total Portfolio | 4.70% | |
United States: | ||
Investment Holdings [Line Items] | ||
Investments at Cost | $ 1,223,076,638 | |
Investments at Fair Value | $ 1,366,599,672 | |
Fair Value Percentage of Total Portfolio | 95.20% | |
Canada: | ||
Investment Holdings [Line Items] | ||
Investments at Cost | $ 1,603,136 | |
Investments at Fair Value | $ 1,749,886 | |
Fair Value Percentage of Total Portfolio | 0.10% | |
East Region | ||
Investment Holdings [Line Items] | ||
Investments at Cost | $ 376,929,916 | |
Investments at Fair Value | $ 444,160,983 | |
Fair Value Percentage of Total Portfolio | 30.90% | |
Mid-West Region | ||
Investment Holdings [Line Items] | ||
Investments at Cost | $ 222,573,610 | |
Investments at Fair Value | $ 233,427,679 | |
Fair Value Percentage of Total Portfolio | 16.30% | |
Mountain Region | ||
Investment Holdings [Line Items] | ||
Investments at Cost | $ 268,907,355 | |
Investments at Fair Value | $ 286,693,236 | |
Fair Value Percentage of Total Portfolio | 20% | |
South Region | ||
Investment Holdings [Line Items] | ||
Investments at Cost | $ 105,516,478 | |
Investments at Fair Value | $ 111,030,877 | |
Fair Value Percentage of Total Portfolio | 7.70% | |
West Region | ||
Investment Holdings [Line Items] | ||
Investments at Cost | $ 249,149,279 | |
Investments at Fair Value | $ 291,286,897 | |
Fair Value Percentage of Total Portfolio | 20.30% | |
[1]Percentages are based on net assets of $1,439,310,632 as of December 31, 2021. |
Investments - Investments Fair
Investments - Investments Fair Value by Industry (Details) | Dec. 31, 2021 USD ($) | |
Investment Holdings [Line Items] | ||
Investment at Cost | $ 1,292,072,217 | |
Investment at Fair Value | $ 1,435,742,001 | |
Fair Value Percentage of Total Portfolio | 100% | [1] |
Battery storage systems | ||
Investment Holdings [Line Items] | ||
Investment at Cost | $ 11,288,841 | |
Investment at Fair Value | $ 10,747,811 | |
Fair Value Percentage of Total Portfolio | 0.70% | |
Biomass | ||
Investment Holdings [Line Items] | ||
Investment at Cost | $ 24,533,222 | |
Investment at Fair Value | $ 17,184,912 | |
Fair Value Percentage of Total Portfolio | 1.20% | |
Commercial Solar | ||
Investment Holdings [Line Items] | ||
Investment at Cost | $ 831,644,715 | |
Investment at Fair Value | $ 964,453,270 | |
Fair Value Percentage of Total Portfolio | 67.20% | |
Wind | ||
Investment Holdings [Line Items] | ||
Investment at Cost | $ 321,509,864 | |
Investment at Fair Value | $ 340,034,522 | |
Fair Value Percentage of Total Portfolio | 23.70% | |
Other Investments | ||
Investment Holdings [Line Items] | ||
Investment at Cost | $ 35,034,396 | |
Investment at Fair Value | $ 35,243,259 | |
Fair Value Percentage of Total Portfolio | 2.50% | |
Energy Efficiency | ||
Investment Holdings [Line Items] | ||
Investment at Cost | $ 668,736 | |
Investment at Fair Value | $ 685,784 | |
Fair Value Percentage of Total Portfolio | 0% | |
Money Market Funds | ||
Investment Holdings [Line Items] | ||
Investment at Cost | $ 67,392,443 | |
Investment at Fair Value | $ 67,392,443 | |
Fair Value Percentage of Total Portfolio | 4.70% | |
[1]Percentages are based on net assets of $1,439,310,632 as of December 31, 2021. |
Investments - Narrative (Detail
Investments - Narrative (Details) | Dec. 31, 2021 USD ($) |
Commercial Solar | |
Summary of Investment Holdings [Line Items] | |
Loans included | $ 33,286,139 |
Valuation of Investments at F_3
Valuation of Investments at Fair Value - Schedule of Fair Value Measurements of Investments, by Major Class (Details) - USD ($) | May 18, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | $ 1,435,742,001 | |||
Financial liabilities fair value disclosure | (7,501,983) | |||
Capital Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 1,749,886 | |||
Energy Efficiency Secured Loans | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 380,640 | |||
Secured Loans - Other | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 33,286,139 | |||
Money Market Funds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 67,392,443 | |||
Open swap contracts - liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial liabilities fair value disclosure | (7,501,983) | |||
Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 67,392,443 | |||
Financial liabilities fair value disclosure | 0 | |||
Level 1 | Capital Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 0 | |||
Level 1 | Energy Efficiency Secured Loans | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 0 | |||
Level 1 | Secured Loans - Other | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 0 | |||
Level 1 | Money Market Funds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 67,392,443 | |||
Level 1 | Open swap contracts - liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial liabilities fair value disclosure | 0 | |||
Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 0 | |||
Financial liabilities fair value disclosure | (7,501,983) | |||
Level 2 | Capital Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 0 | |||
Level 2 | Energy Efficiency Secured Loans | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 0 | |||
Level 2 | Secured Loans - Other | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 0 | |||
Level 2 | Money Market Funds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 0 | |||
Level 2 | Open swap contracts - liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial liabilities fair value disclosure | (7,501,983) | |||
Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | $ 1,498,548,623 | 1,368,349,558 | $ 1,044,117,441 | $ 648,809,997 |
Financial liabilities fair value disclosure | 0 | |||
Level 3 | Capital Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 1,749,886 | |||
Level 3 | Energy Efficiency Secured Loans | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 380,640 | |||
Level 3 | Secured Loans - Other | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 33,286,139 | |||
Level 3 | Money Market Funds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 0 | |||
Level 3 | Open swap contracts - liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial liabilities fair value disclosure | 0 | |||
Limited Liability Company | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 1,332,932,893 | |||
Limited Liability Company | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 0 | |||
Limited Liability Company | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | 0 | |||
Limited Liability Company | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment at Fair Value | $ 1,458,123,212 | $ 1,332,932,893 | $ 997,520,418 | $ 609,394,039 |
Valuation of Investments at F_4
Valuation of Investments at Fair Value - Schedule of Reconciliation of Investments Balances (Details) - USD ($) | 5 Months Ended | 6 Months Ended |
May 18, 2022 | Jun. 30, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 1,435,742,001 | |
Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 1,368,349,558 | $ 648,809,997 |
Net change in unrealized appreciation on investments | 13,647,821 | 22,125,124 |
Translation of assets and liabilities denominated in foreign currencies | (26,172) | 40,323 |
Purchases | 339,424,218 | 485,026,711 |
Cost adjustments | (210,519,840) | (107,726,383) |
Sales and repayments of investments | (12,325,274) | (3,956,869) |
Net realized (loss) on investments | (1,688) | (201,462) |
Ending balance | 1,498,548,623 | 1,044,117,441 |
Energy Efficiency Secured Loans | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 380,640 | 398,640 |
Net change in unrealized appreciation on investments | 0 | 0 |
Translation of assets and liabilities denominated in foreign currencies | 0 | 0 |
Purchases | 0 | 0 |
Cost adjustments | 0 | 0 |
Sales and repayments of investments | (55,000) | (18,000) |
Net realized (loss) on investments | 0 | 0 |
Ending balance | 325,640 | 380,640 |
Secured Loans - Other | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 33,286,139 | 37,327,690 |
Net change in unrealized appreciation on investments | 0 | 0 |
Translation of assets and liabilities denominated in foreign currencies | 0 | 0 |
Purchases | 17,364,517 | 11,012,745 |
Cost adjustments | 0 | 0 |
Sales and repayments of investments | (12,270,274) | (3,911,618) |
Net realized (loss) on investments | 0 | 0 |
Ending balance | 38,380,382 | 44,428,817 |
Capital Stock | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 1,749,886 | 1,689,628 |
Net change in unrealized appreciation on investments | (4,325) | 57,615 |
Translation of assets and liabilities denominated in foreign currencies | (26,172) | 40,323 |
Purchases | 0 | 0 |
Cost adjustments | 0 | 0 |
Sales and repayments of investments | 0 | 0 |
Net realized (loss) on investments | 0 | 0 |
Ending balance | 1,719,389 | 1,787,566 |
Limited Liability Company | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 1,332,932,893 | |
Limited Liability Company | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 1,332,932,893 | 609,394,039 |
Net change in unrealized appreciation on investments | 13,652,146 | 22,067,509 |
Translation of assets and liabilities denominated in foreign currencies | 0 | 0 |
Purchases | 322,059,701 | 474,013,966 |
Cost adjustments | (210,519,840) | (107,726,383) |
Sales and repayments of investments | (27,251) | |
Net realized (loss) on investments | (1,688) | (201,462) |
Ending balance | $ 1,458,123,212 | $ 997,520,418 |
Valuation of Investments at F_5
Valuation of Investments at Fair Value - Narrative (Details) - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
May 18, 2022 | Jun. 30, 2021 | May 18, 2022 | Jun. 30, 2021 | |
Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Net change in unrealized appreciation on investments and foreign currency translation | $ 3 | $ 20 | $ 13.6 | $ 22.2 |
Valuation of Investments at F_6
Valuation of Investments at Fair Value - Schedule of Quantitative Information about Level 3 Fair Value Measurements (Details) | May 18, 2022 USD ($) | Dec. 31, 2021 USD ($) year | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | $ 1,435,742,001 | |||
Battery storage systems | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | 10,747,811 | |||
Biomass | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | 17,184,912 | |||
Commercial Solar | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | 964,453,270 | |||
Wind | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | 340,034,522 | |||
Other Investments | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | 35,243,259 | |||
Energy Efficiency | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | 685,784 | |||
Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | $ 1,498,548,623 | 1,368,349,558 | $ 1,044,117,441 | $ 648,809,997 |
Level 3 | Battery storage systems | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | $ 10,747,811 | |||
Level 3 | Battery storage systems | Discount Rate | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0.0937 | |||
Level 3 | Battery storage systems | Degradation In Production | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0.0216 | |||
Level 3 | Battery storage systems | Useful Life | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | year | 11 | |||
Level 3 | Biomass | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | $ 17,184,912 | |||
Level 3 | Biomass | Discount Rate | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0.0825 | |||
Level 3 | Biomass | Degradation In Production | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0 | |||
Level 3 | Biomass | Useful Life | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | year | 12 | |||
Level 3 | Commercial Solar | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | $ 931,167,131 | |||
Level 3 | Commercial Solar | Discount Rate | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0.0350 | |||
Level 3 | Commercial Solar | Discount Rate | Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0.0907 | |||
Level 3 | Commercial Solar | Discount Rate | Weighted Average | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0.0763 | |||
Level 3 | Commercial Solar | Degradation In Production | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0 | |||
Level 3 | Commercial Solar | Degradation In Production | Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0.0050 | |||
Level 3 | Commercial Solar | Degradation In Production | Weighted Average | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0.0050 | |||
Level 3 | Commercial Solar | Useful Life | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | year | 9.2 | |||
Level 3 | Commercial Solar | Useful Life | Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | year | 39 | |||
Level 3 | Commercial Solar | Useful Life | Weighted Average | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | year | 33.6 | |||
Level 3 | Wind | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | $ 340,034,522 | |||
Level 3 | Wind | Discount Rate | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0.0775 | |||
Level 3 | Wind | Discount Rate | Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0.0843 | |||
Level 3 | Wind | Discount Rate | Weighted Average | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0.0781 | |||
Level 3 | Wind | Degradation In Production | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0 | |||
Level 3 | Wind | Useful Life | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | year | 18.7 | |||
Level 3 | Wind | Useful Life | Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | year | 31 | |||
Level 3 | Wind | Useful Life | Weighted Average | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | year | 26.4 | |||
Level 3 | Other Investments | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | $ 35,243,259 | |||
Level 3 | Energy Efficiency | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | $ 685,784 | |||
Level 3 | Energy Efficiency | Degradation In Production | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0 | |||
Level 3 | Energy Efficiency | Useful Life | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | year | 3.2 | |||
Level 3 | Energy Efficiency | Useful Life | Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | year | 4 | |||
Level 3 | Energy Efficiency | Useful Life | Weighted Average | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | year | 3.6 | |||
Level 3 | Energy Efficiency | Market Yields | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0.1025 | |||
Level 3 | Secured loans | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | $ 33,286,139 | |||
Level 3 | Secured loans | Market Yields | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0.0800 | |||
Level 3 | Secured loans | Market Yields | Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0.1000 | |||
Level 3 | Secured loans | Market Yields | Weighted Average | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, measurement input | 0.0848 |
Related Party Agreements and _3
Related Party Agreements and Transaction Agreements (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||||||||
May 17, 2022 USD ($) | Dec. 22, 2020 USD ($) | Oct. 09, 2020 USD ($) | Jun. 30, 2022 | May 18, 2022 USD ($) shares | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | May 18, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Jul. 01, 2021 USD ($) | Apr. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Related Party Agreements and Transactions Agreements | ||||||||||||||
Liquidation performance participation fee, percentage of net proceeds in excess of adjusted capital | 0.2000 | |||||||||||||
Liquidation performance participation fee payable, term (in days) | 30 days | |||||||||||||
Management fees | $ 3,774,840 | $ 5,429,242 | $ 10,661,560 | $ 9,504,745 | ||||||||||
Management fee payable | $ 2,271,687 | |||||||||||||
Performance participation fee | 0 | 1,312,309 | 384,065 | 1,312,309 | ||||||||||
Performance participation fee payable | 3,359,269 | |||||||||||||
Due to GCM | 607,610 | |||||||||||||
Net realized gain on investments | 0 | $ (1,688) | (129,313) | $ (72,149) | (1,688) | (201,462) | ||||||||
Greenbacker Capital Management LLC | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Management fees | 3,800,000 | $ 5,400,000 | $ 10,700,000 | $ 9,500,000 | ||||||||||
Management fee payable | 2,300,000 | |||||||||||||
Due to GCM | $ 600,000 | |||||||||||||
Greenbacker Capital Management LLC | Related Party Transaction, Fee Arrangement, Scenario One | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Base management fees payable, monthly rate | 0.17% | 0.17% | 0.17% | |||||||||||
Base management fees payable, annual rate | 2% | 2% | 2% | |||||||||||
Gross assets, borrowing | $ 50,000,000 | $ 50,000,000 | ||||||||||||
Gross asset including borrowing | $ 800,000,000 | $ 800,000,000 | $ 800,000,000 | |||||||||||
Greenbacker Capital Management LLC | Related Party Transaction, Fee Arrangement, Scenario Two | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Base management fees payable, monthly rate | 0.15% | 0.15% | 0.15% | |||||||||||
Base management fees payable, annual rate | 1.75% | 1.75% | 1.75% | |||||||||||
Greenbacker Capital Management LLC | Related Party Transaction, Fee Arrangement, Scenario Three | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Base management fees payable, monthly rate | 0.13% | 0.13% | 0.13% | |||||||||||
Base management fees payable, annual rate | 1.50% | 1.50% | 1.50% | |||||||||||
Greenbacker Capital Management LLC | Terminated Registration Statements | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Percentage of reimbursement out of gross offering proceeds | 15% | |||||||||||||
Greenbacker Capital Management LLC | Private Offering | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Percentage of reimbursement out of gross offering proceeds | 0.50% | |||||||||||||
Special Unitholder | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Performance participation fee percentage | 12.50% | |||||||||||||
Hurdle rate, quarterly | 1.50% | |||||||||||||
Hurdle rate, annualized | 6% | |||||||||||||
Loss carry forward initial amount | $ 0 | |||||||||||||
Fee carryforward initial amount | $ 0 | |||||||||||||
Performance participation fee, percentage of excess profits | 1 | |||||||||||||
Performance participation fee, percentage of sum of hurdle amount and catch-up amount | 0.125 | |||||||||||||
Liquidation performance participation fee, percentage of net proceeds in excess of adjusted capital | 0.200 | |||||||||||||
Liquidation performance participation fee payable, term (in days) | 30 days | |||||||||||||
GREC | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Limited partners' commitment | $ 5,000,000 | |||||||||||||
GREC | Greenbacker Development Opportunities GP I, LLC | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Interest rate carried | 10% | |||||||||||||
GDEV | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Limited partners' commitment | $ 7,500,000 | $ 6,100,000 | ||||||||||||
Funded commitment | $ 2,900,000 | $ 2,900,000 | ||||||||||||
Greenbacker Renewable Opportunity Zone Fund LLC | Sell Gliden Solar, LLC | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Related party transaction, amounts of transaction | $ 12,800,000 | |||||||||||||
Net realized gain on investments | $ 1,600,000 | |||||||||||||
Minimum | Greenbacker Capital Management LLC | Related Party Transaction, Fee Arrangement, Scenario Two | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Gross asset including borrowing | $ 800,000,000 | $ 800,000,000 | $ 800,000,000 | |||||||||||
Minimum | Special Unitholder | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Loss carry forward initial amount | $ 0 | |||||||||||||
Fee carryforward initial amount | $ 0 | |||||||||||||
Maximum | Greenbacker Capital Management LLC | Related Party Transaction, Fee Arrangement, Scenario Two | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Gross asset including borrowing | $ 1,500,000,000 | $ 1,500,000,000 | $ 1,500,000,000 | |||||||||||
Class C shares | SC Distributors, LLC | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Distribution fee, daily accrual rate | 0.000022 | |||||||||||||
Class C shares | SC Distributors, LLC | Terminated Registration Statements | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Underwriting compensation in percentage | 0.100 | |||||||||||||
Class A shares | Greenbacker Capital Management LLC | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Common unit, issued (in shares) | shares | 23,601 | 23,601 | 23,601 | |||||||||||
Class P-D shares | Greenbacker Capital Management LLC | ||||||||||||||
Related Party Agreements and Transactions Agreements | ||||||||||||||
Common unit, issued (in shares) | shares | 2,776 | 2,776 | 2,776 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) - USD ($) | 5 Months Ended | 6 Months Ended | ||||||||||||||||
Apr. 01, 2021 | Mar. 31, 2021 | Mar. 18, 2020 | May 18, 2022 | Jun. 30, 2021 | Feb. 02, 2022 | Dec. 31, 2021 | Sep. 28, 2021 | Feb. 26, 2021 | Nov. 30, 2020 | Oct. 31, 2020 | Jan. 30, 2020 | Dec. 06, 2019 | Sep. 30, 2019 | Jun. 20, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Jan. 05, 2018 | |
Debt Instrument [Line Items] | ||||||||||||||||||
Revolving letter of credit facility | $ 79,413,622 | |||||||||||||||||
Current borrowing capacity | $ 130,322,841 | |||||||||||||||||
Fixed swap rate | 1.60% | |||||||||||||||||
Repayments of lines of credit | $ 1,266,578 | $ 4,093,966 | ||||||||||||||||
Line of Credit | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Revolving letter of credit facility | $ 79,413,622 | |||||||||||||||||
Current borrowing capacity | 97,822,841 | $ 97,800,000 | ||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowing capacity | $ 32,500,000 | |||||||||||||||||
Revolving letter of credit facility | 0 | |||||||||||||||||
Current borrowing capacity | $ 40,000,000 | $ 32,500,000 | ||||||||||||||||
Previous Credit Facility | Line of Credit | GREC Entity HoldCo | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowing capacity | $ 60,000,000 | |||||||||||||||||
Revolving letter of credit facility | $ 25,700,000 | |||||||||||||||||
New Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Commitment fees rate | 0.50% | |||||||||||||||||
New Credit Facility | Line of Credit | GREC Entity HoldCo | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowing capacity | $ 110,000,000 | |||||||||||||||||
Revolving letter of credit facility | $ 90,700,000 | $ 58,300,000 | ||||||||||||||||
New Credit Facility | Line of Credit | London Interbank Offered Rate (LIBOR) | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Basis spread on variable rate | 1.75% | |||||||||||||||||
Loans Payable | Line of Credit | Interest rate swap contracts | GREC Entity HoldCo | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate swap initial notional amount | $ 20,900,000 | |||||||||||||||||
Fixed swap rate | 2.26% | |||||||||||||||||
Facility 2 Term Loan | Line of Credit | Interest rate swap contracts | GREC Entity HoldCo | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate swap initial notional amount | $ 29,600,000 | |||||||||||||||||
Fixed swap rate | 2.65% | |||||||||||||||||
Facility 3 Term Loan | Line of Credit | Interest rate swap contracts | GREC Entity HoldCo | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate swap initial notional amount | $ 4,200,000 | |||||||||||||||||
Fixed swap rate | 2.97% | |||||||||||||||||
Facility 4 Term Loan | Line of Credit | Interest rate swap contracts | GREC Entity HoldCo | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate swap initial notional amount | $ 38,200,000 | |||||||||||||||||
Fixed swap rate | 2.69% | |||||||||||||||||
Facility 5 Term Loan | Line of Credit | Interest rate swap contracts | GREC Entity HoldCo | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate swap initial notional amount | $ 7,100,000 | |||||||||||||||||
Fixed swap rate | 1.64% | |||||||||||||||||
Letter of Credit Facility | Revolving Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowing capacity | $ 22,500,000 | $ 15,000,000 | ||||||||||||||||
Revolving letter of credit facility | $ 5,600,000 | |||||||||||||||||
Repayments of lines of credit | $ 1,900,000 | |||||||||||||||||
Collateral, percentage of outstanding obligation | 100% | |||||||||||||||||
Line of credit facility, fees percentage | 0.75% | 2.25% |
Borrowings - Schedule of Outsta
Borrowings - Schedule of Outstanding Debt (Details) - USD ($) | Jun. 30, 2022 | Feb. 02, 2022 | Dec. 31, 2021 | Nov. 30, 2020 |
Debt Instrument [Line Items] | ||||
Aggregate Principal Amount Available | $ 130,322,841 | |||
Principal Amount Outstanding | 82,151,509 | |||
Carrying Value | $ 620,760,242 | 82,151,509 | ||
Deferred Financing Costs | 2,737,887 | |||
Term Note Payable, Net of Financing Costs | 79,413,622 | |||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Aggregate Principal Amount Available | 97,822,841 | $ 97,800,000 | ||
Principal Amount Outstanding | 82,151,509 | |||
Carrying Value | 82,151,509 | |||
Deferred Financing Costs | 2,737,887 | |||
Term Note Payable, Net of Financing Costs | 79,413,622 | |||
LC Facility | ||||
Debt Instrument [Line Items] | ||||
Aggregate Principal Amount Available | $ 40,000,000 | 32,500,000 | ||
Principal Amount Outstanding | 0 | |||
Carrying Value | 0 | |||
Deferred Financing Costs | 0 | |||
Term Note Payable, Net of Financing Costs | $ 0 |
Borrowings - Schedule of Line o
Borrowings - Schedule of Line of Credit Facilities (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2022 | May 18, 2022 | Jun. 30, 2021 | May 18, 2022 | Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |||||
Commitment / letter of credit fees | $ 400,463 | $ 16,276 | $ 97,927 | $ 136,171 | $ 228,408 |
Credit Facility loan interest | 269,277 | 326,728 | 657,528 | 763,473 | |
Amortization of deferred financing costs | 307,844 | 313,257 | 520,183 | 468,591 | |
Total | $ 593,397 | $ 737,912 | $ 1,313,882 | $ 1,460,472 | |
Weighted average interest rate on Credit Facility | 2.30% | 1.90% | 2% | 1.90% | |
Weighted average outstanding balance of Credit Facility | $ 80,884,642 | $ 88,867,905 | $ 81,707,643 | $ 89,496,288 |
Members' Equity - Narrative (_2
Members' Equity - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||||||
Nov. 30, 2020 USD ($) | Jun. 30, 2022 shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | May 18, 2022 shares | Jun. 30, 2022 shares | May 19, 2022 shares | Dec. 31, 2021 shares | Sep. 30, 2020 | |
Distribution Made to Limited Partner [Line Items] | |||||||||||
Total shares authorized (in shares) | 400,000,000 | 400,000,000 | 400,000,000 | ||||||||
Common shares, shares authorized (in shares) | 350,000,000 | 350,000,000 | 350,000,000 | 350,000,000 | |||||||
Preferred shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||||
Preferred shares, shares issued (in shares) | 0 | 0 | 0 | ||||||||
Preferred shares, shares outstanding (in shares) | 0 | 0 | 0 | ||||||||
Shares offered, DRP | $ | $ 20 | ||||||||||
Share repurchase program repurchase limit (in percentage) | 5% | ||||||||||
Stock repurchase limit, percentage of weighted average number of Shares prior four fiscal quarters | 0.000500 | 0.0375 | 0.0250 | 0.0188 | 0.0500 | ||||||
Stock repurchase limit, percentage of weighted average number of shares during any 12-month period | 0.002000 | 0.2000 | |||||||||
Distribution Reinvestment Plan | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||
Shares offered, DRP | $ | $ 20 | ||||||||||
Minimum written notice period for termination (in days) | 10 days | 10 days | |||||||||
Shares issued (in shares) | 5,995,057 | 5,544,247 | 5,995,057 | 4,680,971 | |||||||
Distribution Reinvestment Plan | Class A shares | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||
Shares issued (in shares) | 2,646,318 | 2,576,038 | 2,646,318 | 2,438,154 | |||||||
Distribution Reinvestment Plan | Class C shares | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||
Shares issued (in shares) | 456,256 | 440,664 | 456,256 | 409,657 | |||||||
Distribution Reinvestment Plan | Class I shares | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||
Shares issued (in shares) | 1,269,925 | 1,230,403 | 1,269,925 | 1,152,785 | |||||||
Distribution Reinvestment Plan | Class P-A shares | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||
Shares issued (in shares) | 32,509 | 27,032 | 32,509 | 16,432 | |||||||
Distribution Reinvestment Plan | Class P-I shares | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||
Shares issued (in shares) | 983,666 | 782,189 | 983,666 | 411,369 | |||||||
Distribution Reinvestment Plan | Class P-D shares | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||
Shares issued (in shares) | 1,750 | 1,543 | 1,750 | 1,143 | |||||||
Distribution Reinvestment Plan | Class P-S shares | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||
Shares issued (in shares) | 599,353 | 482,055 | 599,353 | 248,961 | |||||||
Distribution Reinvestment Plan | Class P-T shares | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||
Shares issued (in shares) | 5,280 | 4,323 | 5,280 | 2,470 |
Members' Equity - Schedule of_2
Members' Equity - Schedule of Shares Issued and Outstanding (Details) - shares | 1 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Jun. 30, 2021 | May 18, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (in shares) | 177,455,448 | 165,387,519 | 62,870,347 | |
Shares sold during the period (in shares) | 11,924,799 | 103,638,424 | ||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 450,810 | 863,276 | 1,418,253 | |
Shares Repurchased During the Period (in shares) | (576,790) | (720,146) | (2,538,197) | |
Shares transferred during the period (in shares) | (1,308) | |||
Ending balance (in shares) | 177,455,448 | 165,387,519 | ||
Class A shares | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (in shares) | 16,626,973 | 16,580,558 | 16,844,129 | |
Shares sold during the period (in shares) | 0 | 0 | ||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 70,280 | 137,884 | 413,371 | |
Shares Repurchased During the Period (in shares) | (120,655) | (91,469) | (661,926) | |
Shares transferred during the period (in shares) | (15,016) | |||
Ending balance (in shares) | 16,686,555 | 16,626,973 | 16,580,558 | |
Class C shares | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (in shares) | 2,766,760 | 2,741,963 | 2,734,661 | |
Shares sold during the period (in shares) | 0 | 0 | ||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 15,592 | 31,007 | 93,130 | |
Shares Repurchased During the Period (in shares) | (115,608) | (6,210) | (85,828) | |
Shares transferred during the period (in shares) | 0 | |||
Ending balance (in shares) | 2,755,488 | 2,766,760 | 2,741,963 | |
Class I shares | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (in shares) | 6,445,062 | 6,449,493 | 6,526,001 | |
Shares sold during the period (in shares) | 0 | 0 | ||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 39,522 | 77,618 | 231,377 | |
Shares Repurchased During the Period (in shares) | (57,113) | (82,049) | (296,575) | |
Shares transferred during the period (in shares) | (11,310) | |||
Ending balance (in shares) | 6,543,180 | 6,445,062 | 6,449,493 | |
Class P-A shares | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (in shares) | 794,193 | 783,593 | 55,264 | |
Shares sold during the period (in shares) | 0 | 711,897 | ||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 5,477 | 10,600 | 16,432 | |
Shares Repurchased During the Period (in shares) | 0 | 0 | 0 | |
Shares transferred during the period (in shares) | 0 | |||
Ending balance (in shares) | 559,197 | 794,193 | 783,593 | |
Class P-I shares | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (in shares) | 103,334,227 | 92,069,013 | 36,710,292 | |
Shares sold during the period (in shares) | 11,211,603 | 56,416,202 | ||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 201,477 | 370,820 | 411,369 | |
Shares Repurchased During the Period (in shares) | (143,409) | (317,209) | (1,493,868) | |
Shares transferred during the period (in shares) | 25,018 | |||
Ending balance (in shares) | 62,579,936 | 103,334,227 | 92,069,013 | |
Class P-D shares | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (in shares) | 198,948 | 198,548 | 0 | |
Shares sold during the period (in shares) | 0 | 197,405 | ||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 207 | 400 | 1,143 | |
Shares Repurchased During the Period (in shares) | (5,436) | 0 | 0 | |
Shares transferred during the period (in shares) | 0 | |||
Ending balance (in shares) | 151,230 | 198,948 | 198,548 | |
Class P-S shares | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (in shares) | 47,047,838 | 46,324,757 | 0 | |
Shares sold during the period (in shares) | 713,196 | 46,075,796 | ||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 117,298 | 233,094 | 248,961 | |
Shares Repurchased During the Period (in shares) | (134,569) | (223,209) | 0 | |
Shares transferred during the period (in shares) | 0 | |||
Ending balance (in shares) | 34,208,597 | 47,047,838 | 46,324,757 | |
Class P-T shares | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (in shares) | 241,447 | 239,594 | 0 | |
Shares sold during the period (in shares) | 0 | 237,124 | ||
Shares Issued through Reinvestment of Distributions During the Period (in shares) | 957 | 1,853 | 2,470 | |
Shares Repurchased During the Period (in shares) | 0 | 0 | 0 | |
Shares transferred during the period (in shares) | 0 | |||
Ending balance (in shares) | 107,938 | 241,447 | 239,594 |
Members' Equity - Schedule of_3
Members' Equity - Schedule of Shares Sold and Value of Shares Issued (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||
Jun. 01, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | May 18, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | May 18, 2022 | Jun. 30, 2021 | |
Distribution Made to Limited Partner [Line Items] | |||||||||
Proceeds from Shares Sold | $ 377,741 | $ 104,573,871 | $ 97,008,661 | $ 455,822,484 | $ 104,951,612 | $ 552,831,145 | |||
Proceeds from Shares Issued through Reinvestment of Distributions | $ 2,020,049 | $ 3,909,704 | $ 3,909,704 | $ 1,934,690 | $ 5,552,042 | $ 2,411,707 | $ 1,550,005 | 7,486,732 | 3,961,712 |
Class A shares | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Proceeds from Shares Sold | 0 | 0 | |||||||
Proceeds from Shares Issued through Reinvestment of Distributions | 1,148,176 | 1,747,318 | |||||||
Class C shares | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Proceeds from Shares Sold | 0 | 0 | |||||||
Proceeds from Shares Issued through Reinvestment of Distributions | 252,049 | 385,936 | |||||||
Class I shares | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Proceeds from Shares Sold | 0 | 0 | |||||||
Proceeds from Shares Issued through Reinvestment of Distributions | 646,222 | 972,579 | |||||||
Class P-A shares | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Proceeds from Shares Sold | 0 | 4,532,328 | |||||||
Proceeds from Shares Issued through Reinvestment of Distributions | 91,397 | 20,467 | |||||||
Class P-I shares | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Proceeds from Shares Sold | 98,650,613 | 238,264,611 | |||||||
Proceeds from Shares Issued through Reinvestment of Distributions | 3,262,904 | 493,636 | |||||||
Class P-D shares | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Proceeds from Shares Sold | 0 | 1,355,391 | |||||||
Proceeds from Shares Issued through Reinvestment of Distributions | 3,540 | 5,359 | |||||||
Class P-S shares | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Proceeds from Shares Sold | 6,300,999 | 307,710,190 | |||||||
Proceeds from Shares Issued through Reinvestment of Distributions | 2,065,980 | 335,065 | |||||||
Class P-T shares | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Proceeds from Shares Sold | 0 | 968,625 | |||||||
Proceeds from Shares Issued through Reinvestment of Distributions | $ 16,464 | $ 1,352 |
Distributions - Schedule of Dis
Distributions - Schedule of Distribution (Details) - $ / shares | 3 Months Ended | 7 Months Ended | 12 Months Ended | 18 Months Ended | 19 Months Ended | |||||||
Oct. 31, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Nov. 30, 2020 | Oct. 31, 2018 | Apr. 30, 2020 | Jun. 30, 2022 | |
Class A shares | ||||||||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||||||||
Distribution paid (in dollars per share) | $ 0.00167 | $ 0.00167 | $ 0.00168 | $ 0.00169 | $ 0.00168 | $ 0.00166 | $ 0.00166 | $ 0.00165 | $ 0.00152 | $ 0.00167 | $ 0.00167 | $ 0.00152 |
Class C shares | ||||||||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||||||||
Distribution paid (in dollars per share) | 0.00163 | 0.00163 | 0.00164 | 0.00164 | 0.00168 | 0.00166 | 0.00166 | 0.00165 | 0.00149 | 0.00163 | 0.00163 | 0.00149 |
Class I shares | ||||||||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||||||||
Distribution paid (in dollars per share) | 0.00167 | 0.00167 | 0.00168 | 0.00169 | 0.00168 | 0.00166 | 0.00166 | 0.00165 | 0.00152 | 0.00167 | 0.00167 | 0.00152 |
Class P-A shares | ||||||||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||||||||
Distribution paid (in dollars per share) | 0 | 0.00160 | 0.00160 | 0.00160 | 0.00160 | 0.00158 | 0 | 0 | 0.00153 | 0 | 0.00165 | 0.00152 |
Class P-I shares | ||||||||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||||||||
Distribution paid (in dollars per share) | 0.00159 | 0.00158 | 0.00160 | 0.00160 | 0.00160 | 0.00158 | 0 | 0 | 0.00158 | 0.00158 | 0.00158 | 0.00158 |
Class P-D shares | ||||||||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||||||||
Distribution paid (in dollars per share) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.00158 |
Class P-T shares | ||||||||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||||||||
Distribution paid (in dollars per share) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.00158 |
Class P-S shares | ||||||||||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||||||||||
Distribution paid (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0.00158 |
Distributions - Schedule of D_2
Distributions - Schedule of Distribution Declared (Details) - USD ($) | 5 Months Ended | 6 Months Ended |
May 18, 2022 | Jun. 30, 2021 | |
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Paid in Cash | $ 24,716,108 | $ 24,607,322 |
Value of Shares Issued under DRP | 7,486,732 | 3,961,252 |
Total | 32,202,840 | 28,568,574 |
Pay Date # 1 | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Paid in Cash | 6,216,132 | |
Value of Shares Issued under DRP | 1,856,347 | |
Total | 8,072,479 | |
Pay Date # 2 | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Paid in Cash | 5,712,141 | |
Value of Shares Issued under DRP | 1,720,315 | |
Total | 7,432,456 | |
Pay Date # 3 | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Paid in Cash | 6,496,827 | |
Value of Shares Issued under DRP | 1,975,380 | |
Total | 8,472,207 | |
Pay Date # 4 | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Paid in Cash | 6,291,008 | |
Value of Shares Issued under DRP | 1,934,690 | |
Total | $ 8,225,698 | |
Pay Date # 5 | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Paid in Cash | 2,555,800 | |
Value of Shares Issued under DRP | 538,241 | |
Total | 3,094,041 | |
Pay Date # 6 | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Paid in Cash | 3,063,308 | |
Value of Shares Issued under DRP | 487,868 | |
Total | 3,551,176 | |
Pay Date # 7 | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Paid in Cash | 4,783,092 | |
Value of Shares Issued under DRP | 523,715 | |
Total | 5,306,807 | |
Pay Date # 8 | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Paid in Cash | 4,733,419 | |
Value of Shares Issued under DRP | 565,208 | |
Total | 5,298,627 | |
Pay Date # 9 | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Paid in Cash | 4,762,355 | |
Value of Shares Issued under DRP | 886,124 | |
Total | 5,648,479 | |
Pay Date # 10 | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Paid in Cash | 4,709,348 | |
Value of Shares Issued under DRP | 960,096 | |
Total | $ 5,669,444 |
Distributions - Cash Distributi
Distributions - Cash Distribution (Details) - USD ($) | 5 Months Ended | 6 Months Ended |
May 18, 2022 | Jun. 30, 2021 | |
Distributions Made to Members or Limited Partners [Abstract] | ||
Cash from operations | $ 0 | $ 1,046,613 |
Offering proceeds | 30,891,000 | 21,298,086 |
Total cash distributions | $ 30,891,000 | $ 22,344,699 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) entity |
Other Commitments [Line Items] | ||
Number of entities participating in funding commitment | entity | 42 | |
Performance Guarantee | Renewable Energy Credit Forward Contract | ||
Other Commitments [Line Items] | ||
Guarantor obligations | $ 0 | |
Parent Company Guarantees | ||
Other Commitments [Line Items] | ||
Guarantor obligations | $ 370,800,000 | |
42 Operating Entities | ||
Other Commitments [Line Items] | ||
Investment outstanding balance | 540,200,000 | |
Operating Entities Individually A Party | ||
Other Commitments [Line Items] | ||
Investment outstanding balance | 1,000,000,000 | |
Parent Company Guarantees | ||
Other Commitments [Line Items] | ||
Guarantor obligations | $ 114,400,000 |
Financial Highlights - Schedule
Financial Highlights - Schedule of Financial Highlights (Details) - USD ($) | 5 Months Ended | 6 Months Ended | |||||
May 18, 2022 | Jun. 30, 2021 | May 19, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Earnings per share | |||||||
Common members’ equity at end of period | $ 1,543,739,908 | $ 1,085,924,894 | $ 1,543,739,908 | $ 1,539,613,438 | $ 1,439,310,632 | $ 994,861,155 | $ 555,551,859 |
Common shares outstanding at end of period (in shares) | 177,455,448 | 165,387,519 | 62,870,347 | ||||
Class A shares | |||||||
Earnings per share | |||||||
Net Asset Value at beginning of period (in dollars per share) | $ 8.32 | $ 8.61 | |||||
Net investment income (loss) (in dollars per share) | (0.03) | 0.04 | |||||
Net realized and unrealized gain on investments and swap contracts (in dollars per share) | 0.28 | 0.24 | |||||
Change in translation of assets and liabilities denominated in foreign currencies (in dollars per share) | 0 | 0 | |||||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments and foreign currency translation (in dollars per share) | (0.07) | (0.10) | |||||
Net increase in net assets attributed to common members (in dollars per share) | 0.18 | 0.18 | |||||
Distributions from net investment income (in dollars per share) | 0 | (0.01) | |||||
Distributions from offering proceeds (in dollars per share) | (0.18) | (0.27) | |||||
Other (in dollars per share) | (0.02) | (0.04) | |||||
Net decrease in members’ equity attributed to common shares (in dollars per share) | (0.20) | (0.32) | |||||
Net asset value for common shares at end of period (in dollars per share) | $ 8.30 | $ 8.47 | |||||
Common members’ equity at end of period | $ 138,068,890 | $ 141,269,797 | |||||
Common shares outstanding at end of period (in shares) | 16,626,973 | 16,686,555 | 16,580,558 | 16,844,129 | |||
Ratio/supplemental data for common shares (annualized) | |||||||
Total return attributed to common shares based on net asset value | 1.93% | 1.60% | |||||
Ratio of net investment income to average net assets | (2.58%) | 1.03% | |||||
Ratio of operating expenses to average net assets | 12.18% | 3.72% | |||||
Portfolio turnover rate | 0.84% | 0.48% | |||||
Class C shares | |||||||
Earnings per share | |||||||
Net Asset Value at beginning of period (in dollars per share) | $ 8.13 | $ 8.35 | |||||
Net investment income (loss) (in dollars per share) | (0.03) | 0.04 | |||||
Net realized and unrealized gain on investments and swap contracts (in dollars per share) | 0.28 | 0.24 | |||||
Change in translation of assets and liabilities denominated in foreign currencies (in dollars per share) | 0 | 0 | |||||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments and foreign currency translation (in dollars per share) | (0.07) | (0.10) | |||||
Net increase in net assets attributed to common members (in dollars per share) | 0.18 | 0.18 | |||||
Distributions from net investment income (in dollars per share) | 0 | (0.01) | |||||
Distributions from offering proceeds (in dollars per share) | (0.18) | (0.26) | |||||
Other (in dollars per share) | 0 | (0.02) | |||||
Net decrease in members’ equity attributed to common shares (in dollars per share) | (0.18) | (0.29) | |||||
Net asset value for common shares at end of period (in dollars per share) | $ 8.13 | $ 8.24 | |||||
Common members’ equity at end of period | $ 22,503,138 | $ 22,694,571 | |||||
Common shares outstanding at end of period (in shares) | 2,766,760 | 2,755,488 | 2,741,963 | 2,734,661 | |||
Ratio/supplemental data for common shares (annualized) | |||||||
Total return attributed to common shares based on net asset value | 2.24% | 1.90% | |||||
Ratio of net investment income to average net assets | (2.64%) | 1.05% | |||||
Ratio of operating expenses to average net assets | 12.44% | 3.82% | |||||
Portfolio turnover rate | 0.84% | 0.48% | |||||
Class I shares | |||||||
Earnings per share | |||||||
Net Asset Value at beginning of period (in dollars per share) | $ 8.32 | $ 8.61 | |||||
Net investment income (loss) (in dollars per share) | (0.03) | 0.04 | |||||
Net realized and unrealized gain on investments and swap contracts (in dollars per share) | 0.28 | 0.24 | |||||
Change in translation of assets and liabilities denominated in foreign currencies (in dollars per share) | 0 | 0 | |||||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments and foreign currency translation (in dollars per share) | (0.07) | (0.10) | |||||
Net increase in net assets attributed to common members (in dollars per share) | 0.18 | 0.18 | |||||
Distributions from net investment income (in dollars per share) | 0 | (0.01) | |||||
Distributions from offering proceeds (in dollars per share) | (0.18) | (0.27) | |||||
Other (in dollars per share) | (0.02) | (0.04) | |||||
Net decrease in members’ equity attributed to common shares (in dollars per share) | (0.20) | (0.32) | |||||
Net asset value for common shares at end of period (in dollars per share) | $ 8.30 | $ 8.47 | |||||
Common members’ equity at end of period | $ 53,501,158 | $ 55,394,464 | |||||
Common shares outstanding at end of period (in shares) | 6,445,062 | 6,543,180 | 6,449,493 | 6,526,001 | |||
Ratio/supplemental data for common shares (annualized) | |||||||
Total return attributed to common shares based on net asset value | 1.97% | 1.62% | |||||
Ratio of net investment income to average net assets | (2.59%) | 1.02% | |||||
Ratio of operating expenses to average net assets | 12.19% | 3.71% | |||||
Portfolio turnover rate | 0.84% | 0.48% | |||||
Class P-A shares | |||||||
Earnings per share | |||||||
Net Asset Value at beginning of period (in dollars per share) | $ 8.58 | $ 8.70 | |||||
Net investment income (loss) (in dollars per share) | (0.03) | 0.04 | |||||
Net realized and unrealized gain on investments and swap contracts (in dollars per share) | 0.28 | 0.24 | |||||
Change in translation of assets and liabilities denominated in foreign currencies (in dollars per share) | 0 | 0 | |||||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments and foreign currency translation (in dollars per share) | (0.07) | (0.10) | |||||
Net increase in net assets attributed to common members (in dollars per share) | 0.18 | 0.18 | |||||
Distributions from net investment income (in dollars per share) | 0 | (0.01) | |||||
Distributions from offering proceeds (in dollars per share) | (0.18) | (0.27) | |||||
Other (in dollars per share) | (0.01) | 0.09 | |||||
Net decrease in members’ equity attributed to common shares (in dollars per share) | (0.19) | (0.19) | |||||
Net asset value for common shares at end of period (in dollars per share) | $ 8.57 | $ 8.69 | |||||
Common members’ equity at end of period | $ 6,803,177 | $ 4,860,117 | |||||
Common shares outstanding at end of period (in shares) | 794,193 | 559,197 | 783,593 | 55,264 | |||
Ratio/supplemental data for common shares (annualized) | |||||||
Total return attributed to common shares based on net asset value | 2.07% | 3.14% | |||||
Ratio of net investment income to average net assets | (2.50%) | 0.82% | |||||
Ratio of operating expenses to average net assets | 11.79% | 2.98% | |||||
Portfolio turnover rate | 0.84% | 0.48% | |||||
Class P-I shares | |||||||
Earnings per share | |||||||
Net Asset Value at beginning of period (in dollars per share) | $ 8.80 | $ 9.02 | |||||
Net investment income (loss) (in dollars per share) | (0.03) | 0.04 | |||||
Net realized and unrealized gain on investments and swap contracts (in dollars per share) | 0.28 | 0.24 | |||||
Change in translation of assets and liabilities denominated in foreign currencies (in dollars per share) | 0 | 0 | |||||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments and foreign currency translation (in dollars per share) | (0.07) | (0.10) | |||||
Net increase in net assets attributed to common members (in dollars per share) | 0.18 | 0.18 | |||||
Distributions from net investment income (in dollars per share) | 0 | (0.01) | |||||
Distributions from offering proceeds (in dollars per share) | (0.19) | (0.28) | |||||
Other (in dollars per share) | 0 | 0 | |||||
Net decrease in members’ equity attributed to common shares (in dollars per share) | (0.19) | (0.29) | |||||
Net asset value for common shares at end of period (in dollars per share) | $ 8.79 | $ 8.91 | |||||
Common members’ equity at end of period | $ 908,567,764 | $ 557,846,331 | |||||
Common shares outstanding at end of period (in shares) | 103,334,227 | 62,579,936 | 92,069,013 | 36,710,292 | |||
Ratio/supplemental data for common shares (annualized) | |||||||
Total return attributed to common shares based on net asset value | 2.10% | 2.06% | |||||
Ratio of net investment income to average net assets | (2.43%) | 0.96% | |||||
Ratio of operating expenses to average net assets | 11.46% | 3.47% | |||||
Portfolio turnover rate | 0.84% | 0.48% | |||||
Class P-D shares | |||||||
Earnings per share | |||||||
Net Asset Value at beginning of period (in dollars per share) | $ 8.80 | $ 8.96 | |||||
Net investment income (loss) (in dollars per share) | (0.03) | 0.04 | |||||
Net realized and unrealized gain on investments and swap contracts (in dollars per share) | 0.28 | 0.24 | |||||
Change in translation of assets and liabilities denominated in foreign currencies (in dollars per share) | 0 | 0 | |||||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments and foreign currency translation (in dollars per share) | (0.07) | (0.10) | |||||
Net increase in net assets attributed to common members (in dollars per share) | 0.18 | 0.18 | |||||
Distributions from net investment income (in dollars per share) | 0 | (0.01) | |||||
Distributions from offering proceeds (in dollars per share) | (0.19) | (0.23) | |||||
Other (in dollars per share) | 0 | 0.02 | |||||
Net decrease in members’ equity attributed to common shares (in dollars per share) | (0.19) | (0.22) | |||||
Net asset value for common shares at end of period (in dollars per share) | $ 8.79 | $ 8.92 | |||||
Common members’ equity at end of period | $ 1,747,849 | $ 1,348,651 | |||||
Common shares outstanding at end of period (in shares) | 198,948 | 151,230 | 198,548 | 0 | |||
Ratio/supplemental data for common shares (annualized) | |||||||
Total return attributed to common shares based on net asset value | 2.06% | 1.75% | |||||
Ratio of net investment income to average net assets | (2.44%) | 0.85% | |||||
Ratio of operating expenses to average net assets | 11.52% | 3.07% | |||||
Portfolio turnover rate | 0.84% | 0.48% | |||||
Class P-S shares | |||||||
Earnings per share | |||||||
Net Asset Value at beginning of period (in dollars per share) | $ 8.74 | $ 8.84 | |||||
Net investment income (loss) (in dollars per share) | (0.03) | 0.04 | |||||
Net realized and unrealized gain on investments and swap contracts (in dollars per share) | 0.28 | 0.24 | |||||
Change in translation of assets and liabilities denominated in foreign currencies (in dollars per share) | 0 | 0 | |||||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments and foreign currency translation (in dollars per share) | (0.07) | (0.10) | |||||
Net increase in net assets attributed to common members (in dollars per share) | 0.18 | 0.18 | |||||
Distributions from net investment income (in dollars per share) | 0 | (0.01) | |||||
Distributions from offering proceeds (in dollars per share) | (0.19) | (0.23) | |||||
Other (in dollars per share) | (0.01) | 0.04 | |||||
Net decrease in members’ equity attributed to common shares (in dollars per share) | (0.20) | (0.20) | |||||
Net asset value for common shares at end of period (in dollars per share) | $ 8.72 | $ 8.82 | |||||
Common members’ equity at end of period | $ 410,490,496 | $ 301,581,640 | |||||
Common shares outstanding at end of period (in shares) | 47,047,838 | 34,208,597 | 46,324,757 | 0 | |||
Ratio/supplemental data for common shares (annualized) | |||||||
Total return attributed to common shares based on net asset value | 2% | 2.43% | |||||
Ratio of net investment income to average net assets | (2.46%) | 0.98% | |||||
Ratio of operating expenses to average net assets | 11.60% | 3.56% | |||||
Portfolio turnover rate | 0.84% | 0.48% | |||||
Class P-T shares | |||||||
Earnings per share | |||||||
Net Asset Value at beginning of period (in dollars per share) | $ 8.52 | $ 8.57 | |||||
Net investment income (loss) (in dollars per share) | (0.03) | 0.04 | |||||
Net realized and unrealized gain on investments and swap contracts (in dollars per share) | 0.28 | 0.24 | |||||
Change in translation of assets and liabilities denominated in foreign currencies (in dollars per share) | 0 | 0 | |||||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments and foreign currency translation (in dollars per share) | (0.07) | (0.10) | |||||
Net increase in net assets attributed to common members (in dollars per share) | 0.18 | 0.18 | |||||
Distributions from net investment income (in dollars per share) | 0 | (0.01) | |||||
Distributions from offering proceeds (in dollars per share) | (0.19) | (0.23) | |||||
Other (in dollars per share) | 0.01 | 0.10 | |||||
Net decrease in members’ equity attributed to common shares (in dollars per share) | (0.18) | (0.14) | |||||
Net asset value for common shares at end of period (in dollars per share) | $ 8.52 | $ 8.61 | |||||
Common members’ equity at end of period | $ 2,057,436 | $ 929,323 | |||||
Common shares outstanding at end of period (in shares) | 241,447 | 107,938 | 239,594 | 0 | |||
Ratio/supplemental data for common shares (annualized) | |||||||
Total return attributed to common shares based on net asset value | 2.31% | 3.03% | |||||
Ratio of net investment income to average net assets | (2.52%) | 0.87% | |||||
Ratio of operating expenses to average net assets | 11.87% | 3.17% | |||||
Portfolio turnover rate | 0.84% | 0.48% |
Financial Highlights - Narrativ
Financial Highlights - Narrative (Details) - shares | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2022 | May 18, 2022 | Jun. 30, 2021 | May 18, 2022 | Jun. 30, 2021 | |
Financial Highlights (Textual) | |||||
Weighted average common shares outstanding, basic (in shares) | 201,992,520 | 177,311,647 | 118,813,320 | 174,129,549 | 102,466,063 |
Weighted average common shares outstanding, diluted (in shares) | 177,311,647 | 118,813,320 | 174,129,549 | 102,466,063 | |
Class A shares | |||||
Financial Highlights (Textual) | |||||
Weighted average common shares outstanding, basic (in shares) | 16,611,759 | 16,809,147 | |||
Weighted average common shares outstanding, diluted (in shares) | 16,611,759 | 16,809,147 | |||
Class C shares | |||||
Financial Highlights (Textual) | |||||
Weighted average common shares outstanding, basic (in shares) | 2,754,050 | 2,746,713 | |||
Weighted average common shares outstanding, diluted (in shares) | 2,754,050 | 2,746,713 | |||
Class I shares | |||||
Financial Highlights (Textual) | |||||
Weighted average common shares outstanding, basic (in shares) | 6,456,343 | 6,551,267 | |||
Weighted average common shares outstanding, diluted (in shares) | 6,456,343 | 6,551,267 | |||
Class P-A shares | |||||
Financial Highlights (Textual) | |||||
Weighted average common shares outstanding, basic (in shares) | 788,471 | 236,649 | |||
Weighted average common shares outstanding, diluted (in shares) | 788,471 | 236,649 | |||
Class P-I shares | |||||
Financial Highlights (Textual) | |||||
Weighted average common shares outstanding, basic (in shares) | 100,036,952 | 51,446,776 | |||
Weighted average common shares outstanding, diluted (in shares) | 100,036,952 | 51,446,776 | |||
Class P-D shares | |||||
Financial Highlights (Textual) | |||||
Weighted average common shares outstanding, basic (in shares) | 198,732 | 76,683 | |||
Weighted average common shares outstanding, diluted (in shares) | 198,732 | 76,683 | |||
Class P-S shares | |||||
Financial Highlights (Textual) | |||||
Weighted average common shares outstanding, basic (in shares) | 47,042,796 | 24,562,570 | |||
Weighted average common shares outstanding, diluted (in shares) | 47,042,796 | 24,562,570 | |||
Class P-T shares | |||||
Financial Highlights (Textual) | |||||
Weighted average common shares outstanding, basic (in shares) | 240,446 | 36,256 | |||
Weighted average common shares outstanding, diluted (in shares) | 240,446 | 36,256 |