Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 01, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 199,056,630 | ||
Entity Central Index Key | 0001563922 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 0 | ||
Class A Shares of Limited Liability Company Interests | |||
Document Information [Line Items] | |||
Title of 12(g) Security | Class A Shares of Limited Liability Company Interests | ||
No Trading Symbol Flag | true | ||
Class C Shares of Limited Liability Company Interests | |||
Document Information [Line Items] | |||
Title of 12(g) Security | Class C Shares of Limited Liability Company Interests | ||
No Trading Symbol Flag | true | ||
Class I Shares of Limited Liability Company Interests | |||
Document Information [Line Items] | |||
Title of 12(g) Security | Class I Shares of Limited Liability Company Interests | ||
No Trading Symbol Flag | true |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Location | New York, New York |
Auditor Name | KPMG LLP |
Auditor Firm ID | 185 |
Cover_2
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Cover [Abstract] | |
Documents Incorporated by Reference | The Registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days after the end of the year ended December 31, 2023 (the “2024 Proxy Statement”). Portions of the Registrant’s 2024 Proxy Statement to be filed pursuant to Regulation 14A are incorporated herein by reference into Part III of this Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 96,872,000 | $ 143,224,000 |
Restricted cash, current | 85,235,000 | 47,474,000 |
Accounts receivable | 23,310,000 | 20,440,000 |
Derivative assets, current | 24,062,000 | 24,447,000 |
Notes receivable, current | 28,491,000 | 59,106,000 |
Other current assets | 33,938,000 | 29,624,000 |
Total current assets | 291,908,000 | 324,315,000 |
Noncurrent assets: | ||
Restricted cash | 5,568,000 | 0 |
Property, plant and equipment, net | 2,133,877,000 | 1,889,706,000 |
Intangible assets, net | 453,214,000 | 540,621,000 |
Goodwill | 221,314,000 | 221,314,000 |
Investments, at fair value | 94,878,000 | 92,554,000 |
Derivative assets | 118,106,000 | 171,393,000 |
Other noncurrent assets | 140,740,000 | 147,339,000 |
Total noncurrent assets | 3,167,697,000 | 3,062,927,000 |
Total assets | 3,459,605,000 | 3,387,242,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 79,288,000 | 50,702,000 |
Shareholder distributions payable | 7,606,000 | 9,670,000 |
Contingent consideration, current | 16,546,000 | 25,891,000 |
Current portion of long-term debt | 82,855,000 | 95,870,000 |
Current portion of failed sale-leaseback financing | 69,436,000 | 0 |
Redemptions payable | 361,000 | 32,198,000 |
Other current liabilities | 7,636,000 | 10,862,000 |
Total current liabilities | 263,728,000 | 225,193,000 |
Noncurrent liabilities: | ||
Long-term debt, net of current portion | 935,397,000 | 850,760,000 |
Failed sale-leaseback financing, net of current portion | 169,829,000 | 0 |
Contingent consideration | 42,307,000 | 75,700,000 |
Derivative liabilities | 5,833,000 | 0 |
Deferred tax liabilities, net | 58,696,000 | 85,655,000 |
Operating lease liabilities | 108,406,000 | 101,281,000 |
Out-of-market contracts, net | 194,785,000 | 218,112,000 |
Other noncurrent liabilities | 47,659,000 | 39,826,000 |
Total noncurrent liabilities | 1,562,912,000 | 1,371,334,000 |
Total liabilities | 1,826,640,000 | 1,596,527,000 |
Commitments and contingencies (Note 15. Commitments and Contingencies) | ||
Equity: | ||
Preferred shares, par value, $0.001 per share, 50,000 authorized; none issued and outstanding | 0 | 0 |
Common shares, par value, $0.001 per share, 350,000 authorized, 197,749 and 198,044 outstanding as of 2023 and 2022, respectively | 198,000 | 198,000 |
Additional paid-in capital | 1,770,060,000 | 1,763,061,000 |
Accumulated deficit | (306,525,000) | (114,680,000) |
Accumulated other comprehensive income | 45,932,000 | 56,094,000 |
Noncontrolling interests | 113,875,000 | 84,008,000 |
Total equity | 1,623,540,000 | 1,788,681,000 |
Total liabilities, redeemable noncontrolling interests and equity | 3,459,605,000 | 3,387,242,000 |
Redeemable noncontrolling interests | ||
Noncurrent liabilities: | ||
Redeemable equity | 2,179,000 | 2,034,000 |
Redeemable common shares | ||
Noncurrent liabilities: | ||
Redeemable equity | 1,000 | 0 |
Redeemable common shares, additional paid-in capital | ||
Noncurrent liabilities: | ||
Redeemable equity | $ 7,245,000 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred shares, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred shares, shares authorized (in shares) | 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 |
Common shares, shares outstanding (in shares) | 197,749,000 | 198,044,000 |
Redeemable common shares | ||
Redeemable common shares, par value (in dollars per share) | $ 0.001 | |
Redeemable common shares, shares outstanding (in shares) | 873,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 7 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Revenue | ||
Total revenue | $ 100,492 | $ 173,165 |
Operating expenses | ||
Direct operating costs | 55,889 | 105,586 |
General and administrative | 45,442 | 60,014 |
Depreciation, amortization and accretion | 39,149 | 125,743 |
Impairment of long-lived assets | 0 | 59,294 |
Total operating expenses | 140,480 | 350,637 |
Operating loss | (39,988) | (177,472) |
Interest expense, net | (15,889) | (40,519) |
Realized gain (loss) on interest rate swaps, net | (1,322) | 2,428 |
Unrealized gain (loss) on interest rate swaps, net | (249) | 17,763 |
Unrealized gain on investments, net | 398 | 932 |
Other expense, net | (108) | (267) |
Net loss before income taxes | (57,158) | (197,135) |
Benefit from (provision for) income taxes | (3,005) | 21,548 |
Net loss | (60,163) | (175,587) |
Less: Net loss attributable to noncontrolling interests | (59,439) | (96,935) |
Less: Net income attributable to redeemable noncontrolling interests | 0 | 819 |
Net loss attributable to Greenbacker Renewable Energy Company LLC | $ (724) | $ (79,471) |
Earnings per share | ||
Basic (in dollars per share) | $ 0 | $ (0.40) |
Net loss per share- diluted (in dollars per share) | $ 0 | $ (0.40) |
Weighted average shares outstanding | ||
Basic (in shares) | 201,668 | 199,293 |
Diluted (in shares) | 201,668 | 199,293 |
Energy revenue | ||
Revenue | ||
Total revenue | $ 101,596 | $ 159,301 |
Investment Management revenue | ||
Revenue | ||
Total revenue | 1,919 | 13,490 |
Other revenue | ||
Revenue | ||
Total revenue | 7,506 | 8,434 |
Contract amortization, net | ||
Revenue | ||
Total revenue | $ (10,529) | $ (8,060) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (60,163) | $ (175,587) |
Other comprehensive (loss) income, net of tax: | ||
Unrealized (loss) gain on derivatives designated as cash flow hedges and changes in Other comprehensive (loss) income, net of tax | 56,094 | (10,162) |
Total other comprehensive (loss) income, net of tax | 56,094 | (10,162) |
Comprehensive loss | (4,069) | (185,749) |
Less: Comprehensive loss attributable to noncontrolling interests | (59,439) | (96,935) |
Less: Comprehensive gain attributable to redeemable noncontrolling interests | 0 | 819 |
Comprehensive (loss) income attributable to Greenbacker Renewable Energy Company LLC | $ 55,370 | $ (89,633) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Common Shares, Common Class Earnout | Additional Paid-In-Capital, Redeemable Common Shares, Common Class Earnout | Common Class EO | Redeemable Common Shares, Class P-I Shares | Redeemable common shares | Additional Paid-In-Capital, Redeemable Common Shares, Class P-I Shares | Additional paid-in capital - redeemable common shares | Class P-I shares | Redeemable noncontrolling interests | GDEV | GDEV GP | Common Stock | Common Stock Common Class EO | Common Stock Class P-I shares | Additional paid-in capital | Additional paid-in capital Common Class EO | Additional paid-in capital Class P-I shares | Accumulated deficit | Accumulated deficit Common Class EO | Accumulated deficit Class P-I shares | Accumulated other comprehensive income | Noncontrolling interests | Noncontrolling interests GDEV | Noncontrolling interests GDEV GP |
Redeemable noncontrolling interests, beginning balance at May. 18, 2022 | $ 2,034 | ||||||||||||||||||||||||
Redeemable common shares, ending balance (in shares) at Dec. 31, 2022 | 0 | ||||||||||||||||||||||||
Redeemable noncontrolling interests, ending balance at Dec. 31, 2022 | $ 0 | $ 0 | 2,034 | ||||||||||||||||||||||
Beginning balance (in shares) at May. 18, 2022 | 177,455 | ||||||||||||||||||||||||
Total equity, beginning balance at May. 18, 2022 | $ 1,616,519 | $ 177 | $ 1,574,042 | $ (30,480) | $ 0 | $ 72,780 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Consolidation | $ 45,446 | $ 533 | $ 45,446 | $ 533 | |||||||||||||||||||||
Deconsolidation of Greenbacker Development Opportunities Fund I, LP | $ (66,193) | 22 | (66,215) | ||||||||||||||||||||||
Issuance of common shares as consideration transferred for Acquisition (in shares) | 24,393 | 0 | 24,393 | 24,393 | |||||||||||||||||||||
Issuance of common shares as consideration transferred for Acquisition | $ 214,927 | $ 25 | 214,902 | ||||||||||||||||||||||
Issuance of common shares under distribution reinvestment plan (in shares) | 1,790 | 0 | 810 | 1,790 | |||||||||||||||||||||
Issuance of common shares under distribution reinvestment plan | $ 15,647 | $ 2 | 15,645 | ||||||||||||||||||||||
Repurchases of common shares (in shares) | (5,615) | 0 | (3,505) | (5,615) | |||||||||||||||||||||
Repurchases of common shares | $ (49,406) | $ (6) | (49,400) | ||||||||||||||||||||||
Other capital activity (shares) | 16 | ||||||||||||||||||||||||
Other capital activity | 1,098 | 968 | 130 | ||||||||||||||||||||||
Deferred sales commissions | (8,755) | (8,755) | |||||||||||||||||||||||
Shareholder distributions | (74,873) | (74,873) | |||||||||||||||||||||||
Other comprehensive income (loss), net of tax | 56,094 | 56,094 | |||||||||||||||||||||||
Contributions from noncontrolling interests, net | 104,848 | 104,848 | |||||||||||||||||||||||
Distributions to noncontrolling interests | (13,945) | (13,945) | |||||||||||||||||||||||
Shares-based compensation expense (in shares) | 5 | ||||||||||||||||||||||||
Share-based compensation expense | 6,904 | 6,904 | |||||||||||||||||||||||
Net (loss) income | $ (60,163) | (724) | (59,439) | ||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 198,044 | 198,044 | |||||||||||||||||||||||
Total equity, ending balance at Dec. 31, 2022 | $ 1,788,681 | $ 198 | 1,763,061 | (114,680) | 56,094 | 84,008 | |||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||
Shareholder distributions | 4 | ||||||||||||||||||||||||
Distributions to noncontrolling interests | (674) | ||||||||||||||||||||||||
Reclassifications of permanent equity to temporary equity (in shares) | 131 | 742 | |||||||||||||||||||||||
Reclassifications of permanent equity to temporary equity | $ 1,085 | $ 1 | $ 6,156 | ||||||||||||||||||||||
Net (loss) income | 819 | ||||||||||||||||||||||||
Redeemable common shares, ending balance (in shares) at Dec. 31, 2023 | 873 | ||||||||||||||||||||||||
Redeemable noncontrolling interests, ending balance at Dec. 31, 2023 | $ 1 | $ 7,245 | $ 2,179 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Issuance of common shares under distribution reinvestment plan (in shares) | 2,636 | 0 | 1,180 | 2,636 | |||||||||||||||||||||
Issuance of common shares under distribution reinvestment plan | $ 22,493 | $ 3 | 22,490 | ||||||||||||||||||||||
Repurchases of common shares (in shares) | (5,811) | 0 | (2,741) | (5,811) | |||||||||||||||||||||
Repurchases of common shares | $ (50,883) | $ (6) | (50,877) | ||||||||||||||||||||||
Proceeds from shares transferred (in shares) | 1 | ||||||||||||||||||||||||
Deferred sales commissions | (2,784) | (2,784) | |||||||||||||||||||||||
Shareholder distributions | (109,993) | (109,993) | |||||||||||||||||||||||
Other comprehensive income (loss), net of tax | (10,162) | (10,162) | |||||||||||||||||||||||
Contributions from noncontrolling interests, net | 144,860 | 144,860 | |||||||||||||||||||||||
Distributions to noncontrolling interests | (15,748) | (15,748) | |||||||||||||||||||||||
Buyout of noncontrolling interests | (864) | 757 | (1,621) | ||||||||||||||||||||||
Earnout Share participation (in shares) | 3,730 | ||||||||||||||||||||||||
Earnout Share participation | 32,790 | $ 4 | 32,786 | ||||||||||||||||||||||
Shares-based compensation expense (in shares) | 22 | ||||||||||||||||||||||||
Share-based compensation expense | 9,486 | 9,486 | |||||||||||||||||||||||
Reclassifications of permanent equity to temporary equity (in shares) | (131) | (742) | |||||||||||||||||||||||
Reclassifications of permanent equity to temporary equity | $ (1,085) | $ (6,156) | $ (1) | $ (1,139) | $ (6,504) | $ 54 | $ 349 | ||||||||||||||||||
Other noncontrolling interest activity | (689) | (689) | |||||||||||||||||||||||
Net (loss) income | $ (176,406) | (79,471) | (96,935) | ||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 197,749 | 197,749 | |||||||||||||||||||||||
Total equity, ending balance at Dec. 31, 2023 | $ 1,623,540 | $ 198 | $ 1,770,060 | $ (306,525) | $ 45,932 | $ 113,875 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Cash Flows from Operating Activities | ||
Net loss | $ (60,163) | $ (175,587) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, amortization and accretion | 49,678 | 133,803 |
Impairment of long-lived assets | 0 | 59,294 |
Share-based compensation expense | 6,904 | 11,248 |
Changes in fair value of contingent consideration | 2,100 | (603) |
Amortization of financing costs and debt discounts | 2,476 | 6,711 |
Amortization of interest rate swap contracts | 1,709 | 6,750 |
Change in fair value of interest rate swaps | 249 | (17,763) |
Realized (gain) loss on interest rate swaps | 1,322 | (2,428) |
Change in fair value of investments | (398) | (932) |
Deferred income taxes | 3,005 | (21,548) |
Other | 1,553 | 5,743 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 7,641 | (2,959) |
Current and noncurrent derivative assets | 0 | 56,696 |
Other current and noncurrent assets | (5,209) | (10,661) |
Accounts payable and accrued expenses | (2,723) | 14,891 |
Operating lease liabilities | 32 | (1,290) |
Other current and noncurrent liabilities | 3,519 | 1,036 |
Net cash provided by operating activities | 11,695 | 62,401 |
Cash Flows from Investing Activities | ||
Purchases of property, plant and equipment | (393,257) | (360,650) |
Deposits returned (paid) for property, plant and equipment, net | (16,450) | 8,138 |
Purchases of investments | (34,801) | (5,298) |
Sales of investments | 0 | 3,906 |
Loans made to other parties | (48,238) | 0 |
Receipts of notes receivable to other parties | 17,467 | 30,725 |
Cash acquired from Acquisition and consolidation of GDEV, net | 1,714 | 0 |
Proceeds from sale of investment in and deconsolidation of GDEV | 5,467 | 0 |
Net cash used in investing activities | (468,098) | (323,179) |
Cash Flows from Financing Activities | ||
Shareholder distributions | (51,525) | (87,597) |
Return of collateral paid for swap contract | 11,827 | 1,735 |
Repurchases of common shares | (17,207) | (82,719) |
Deferred sales commissions | (1,852) | (3,486) |
Contributions from noncontrolling interests | 104,550 | 144,895 |
Distributions to noncontrolling interests | (11,151) | (17,498) |
Proceeds from borrowings | 499,654 | 425,532 |
Payments on borrowings | (81,621) | (351,764) |
Proceeds from failed sale-leaseback | 0 | 240,969 |
Payments for loan origination costs | (12,167) | (11,447) |
Other capital activity | 1,144 | (865) |
Net cash provided by financing activities | 441,652 | 257,755 |
Net decrease in Cash, cash equivalents and Restricted cash | (14,751) | (3,023) |
Cash, cash equivalents and Restricted cash at beginning of period | 108,062 | 190,698 |
Cash, cash equivalents and Restricted cash at end of period | $ 190,698 | $ 187,675 |
Consolidated Statement of Opera
Consolidated Statement of Operations shares in Thousands, $ in Thousands | 5 Months Ended | |
May 18, 2022 USD ($) $ / shares shares | ||
Investment income from controlled, affiliated investments: | ||
Dividend income | $ 12,547 | |
Total investment income from controlled, affiliated investments | 12,547 | |
Investment income from non-controlled, non-affiliated investments: | ||
Interest income | 1,279 | |
Total investment income | 13,826 | |
Operating expenses: | ||
Management fee expense | 10,662 | |
Audit and tax expense | 907 | |
Interest and financing expenses | 1,314 | |
General and administration expenses | 206 | |
Performance participation fee | 384 | |
Legal expenses | 3,041 | |
Directors fees and expenses | 568 | |
Transfer agent expense | 301 | |
Other professional fees expenses | 2,532 | |
Administrator expenses | 2,155 | |
Other expenses | 957 | [1] |
Total operating expenses | 23,027 | |
Net investment loss before taxes | (9,201) | |
(Benefit from) income taxes | (4,315) | |
Net investment loss | (4,886) | |
Net change in realized and unrealized gain (loss) on investments, foreign currency translation and deferred tax assets: | ||
Net realized loss on investments | (2) | |
Net change in unrealized appreciation (depreciation) on: | ||
Investments | 13,648 | |
Foreign currency translation | (26) | |
Swap contracts | 35,266 | |
(Provision for) income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts | (13,223) | |
Net increase in net assets attributed to members' equity | $ 30,777 | |
Common share per share information —basic and diluted: | ||
Net investment income, basic (in dollars per share) | $ / shares | $ (0.03) | |
Net investment income, diluted (in dollars per share) | $ / shares | (0.03) | |
Net increase in net assets attributed to members' equity (in dollars per share) | $ / shares | $ 0.18 | |
Weighted average common shares outstanding, basic (in shares) | shares | 174,130 | |
Weighted average common shares outstanding, diluted (in shares) | shares | 174,130 | |
[1]For the period from January 1, 2022 through May 18, 2022, Other expenses includes $0.7 million of net realized losses on swap contracts. |
Consolidated Statement of Ope_2
Consolidated Statement of Operations (Parenthetical) $ in Millions | 5 Months Ended |
May 18, 2022 USD ($) | |
Swap | |
Net realized losses on swap contracts | $ 0.7 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Net Assets - USD ($) shares in Thousands, $ in Thousands | 5 Months Ended | 7 Months Ended |
May 18, 2022 | Dec. 31, 2022 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning balance (in shares) | 165,384 | 177,455 |
Beginning balance | $ 1,439,310 | $ 1,543,738 |
Proceeds from issuance of common shares, net (in shares) | 11,925 | |
Proceeds from issuance of common shares, net | $ 104,952 | |
Issuance of common shares under distribution reinvestment plan (in shares) | 865 | 1,790 |
Issuance of common shares under distribution reinvestment plan | $ 7,486 | $ 15,647 |
Repurchases of common shares (in shares) | (719) | (5,615) |
Repurchases of common shares | $ (6,263) | $ (49,406) |
Offering costs | (229) | |
Deferred sales commissions | (93) | |
Shareholder distributions | (32,203) | |
Net investment loss | (4,886) | |
Net realized loss on investments | (2) | |
Net change in unrealized appreciation on investments | 13,648 | |
Net change in unrealized depreciation on foreign currency translation | (26) | |
Net change in unrealized appreciation on swap contracts | 35,267 | |
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts | $ (13,223) | |
Ending balance (in shares) | 177,455 | |
Ending balance | $ 1,543,738 | |
Common stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning balance (in shares) | 165,384 | 177,455 |
Beginning balance | $ 165 | $ 177 |
Proceeds from issuance of common shares, net (in shares) | 11,925 | |
Proceeds from issuance of common shares, net | $ 12 | |
Issuance of common shares under distribution reinvestment plan (in shares) | 865 | 1,790 |
Issuance of common shares under distribution reinvestment plan | $ 1 | $ 2 |
Repurchases of common shares (in shares) | (719) | (5,615) |
Repurchases of common shares | $ (1) | $ (6) |
Ending balance (in shares) | 177,455 | |
Ending balance | $ 177 | |
Paid-in capital in excess of par value | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning balance | 1,468,108 | 1,574,042 |
Proceeds from issuance of common shares, net | 104,940 | |
Issuance of common shares under distribution reinvestment plan | 7,485 | 15,645 |
Repurchases of common shares | (6,262) | (49,400) |
Offering costs | (229) | |
Ending balance | 1,574,042 | |
Accumulated deficit | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning balance | (134,629) | (171,811) |
Deferred sales commissions | (93) | |
Shareholder distributions | (32,203) | |
Net investment loss | (4,886) | |
Ending balance | (171,811) | |
Accumulated net realized gain on investments | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning balance | 18,112 | 18,110 |
Net realized loss on investments | (2) | |
Ending balance | 18,110 | |
Accumulated unrealized appreciation (depreciation) on investments, net of deferred taxes | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning balance | 93,894 | 94,319 |
Net change in unrealized appreciation on investments | 13,648 | |
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts | (13,223) | |
Ending balance | 94,319 | |
Accumulated unrealized appreciation (depreciation) on foreign currency translation | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning balance | (98) | (124) |
Net change in unrealized depreciation on foreign currency translation | (26) | |
Ending balance | (124) | |
Accumulated unrealized appreciation (depreciation) on swap contracts | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning balance | (6,242) | $ 29,025 |
Net change in unrealized appreciation on swap contracts | 35,267 | |
Ending balance | $ 29,025 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows $ in Thousands | 5 Months Ended |
May 18, 2022 USD ($) | |
Operating activities: | |
Net loss | $ 30,777 |
Adjustments to reconcile net increase in net assets from operations to net cash provided by (used in) operating activities: | |
Amortization of financing costs and debt discounts | 520 |
Gross funding of new or existing investments | (339,424) |
Return of capital | 210,520 |
Proceeds from principal payments and sales of investments | 12,325 |
Sales of money market funds, net | 52,101 |
Net realized loss on investments | 2 |
Net change in unrealized (appreciation) on investments | (13,648) |
Net change in unrealized depreciation on foreign currency translation | 26 |
Net change in unrealized (appreciation) on swap contracts | (35,265) |
Deferred tax expense | 8,908 |
(Increase) decrease in other assets: | |
Receivable for investments sold | 70 |
Receivable for return of capital | (498) |
Dividend receivable | (1,320) |
Other assets | 821 |
Increase (decrease) in other liabilities: | |
Payable for investments purchased | 324 |
Management fee payable | (861) |
Performance participation fee payable | (2,975) |
Accounts payable and accrued expenses | 5,932 |
Net cash provided by operating activities | (71,665) |
Financing activities: | |
Paydowns on credit facility and term note | (1,267) |
Proceeds from issuance of common shares, net | 105,248 |
Distributions paid | (30,891) |
Offering costs | (809) |
Deferred sales commission | (661) |
Repurchases of common shares | (13,756) |
Net cash provided by financing activities | 57,864 |
Net decrease in Cash, cash equivalents and Restricted cash | (13,801) |
Cash, cash equivalents and Restricted cash at beginning of period | 121,863 |
Cash, cash equivalents and Restricted cash at end of period | 108,062 |
Reconciliation of cash, cash equivalents and restricted cash | |
Cash and cash equivalents | 72,110 |
Restricted cash | 35,952 |
Total cash, cash equivalents and restricted cash | 108,062 |
Supplemental disclosure of cash flow information: | |
Cash interest paid during the period | 532 |
Due to GCM for offering costs | 28 |
Deferred sales commission payable | $ 4,059 |
Organization and Operations of
Organization and Operations of the Company | 12 Months Ended |
Dec. 31, 2023 | |
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 an energy transition, 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 through GCM investment management services to funds within the sustainable infrastructure and renewable energy industry. As of December 31, 2023, the Company’s fleet comprised 435 renewable energy projects with an aggregate power production capacity of approximately 3.3 GW, which includes operating capacity of approximately 1.5 GW and pre-operational capacity of approximately 1.8 GW. As of December 31, 2023, GCM serves as the registered investment adviser of four funds in the sustainable and renewable energy industry. The Company conducts substantially all its operations through its wholly owned subsidiary, GREC. Until May 19, 2022, the Company was externally managed by 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 DRP. The public offerings were initially commenced in August 2013 and terminated March 29, 2019, raising a total of $253.4 million. The Company also privately offered Class P-A, P-I, P-D, P-T and P-S shares. These private offerings were conducted between April 2016 and March 16, 2022, raising a total of $1.4 billion. The Company currently offers the DRP pursuant to which shareholders may elect to have the full amount of cash distributions reinvested in additional shares. The Company offered the SRP pursuant to which quarterly share repurchases were conducted to allow shareholders to sell shares back to the Company. On September 23, 2023, the Company suspended the SRP (except with respect to repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder). Management Internalization On May 19, 2022, the Company completed the Acquisition pursuant to which it acquired substantially all of the business and assets, including intellectual property and personnel of its external advisor, GCM, an investment management and energy transition, renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act, 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 sustainable infrastructure and renewable energy businesses and as an active third-party investment manager of other funds within the sustainable infrastructure and renewable energy industry. Refer to Note 3. Acquisitions for further details. 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 8 of this Annual Report. Prior to May 19, 2022, the LLC was externally managed and is an energy company that acquires, constructs and operates renewable energy and energy efficiency projects as well as finances the construction and/or operation of these and other sustainable development projects and businesses. The LLC conducts substantially all its operations through its wholly owned subsidiary, GREC. GREC is a Maryland corporation formed in November 2011, and the LLC currently holds all the outstanding shares of capital stock of GREC. GREC HoldCo, a wholly owned subsidiary of GREC, was formed in Delaware in June 2016. GREC Administration LLC and Danforth Shared Services LLC, both wholly owned subsidiaries of GREC, were formed in Delaware in January 2020 and May 2019, respectively. The consolidated financial results of the LLC have historically included the results of the LLC and its consolidated subsidiaries, GREC, GREC HoldCo, and GREC Administration LLC and Danforth Shared Services LLC, both of which provide administrative services to LLC and its subsidiaries. As of and prior to May 18, 2022, the use of “we”, “us”, and “our” refer, collectively to the LLC, GREC, GREC HoldCo, GREC Administration LLC, and Danforth Shared Services LLC, unless otherwise expressly stated or context otherwise requires. The LLC was externally managed and advised by GCM, a renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act. GCM was acquired by the LLC as part of the Acquisition on May 19, 2022. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
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 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 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 periods 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 Annual Report. As such, this Annual Report includes the following: Non-Investment Basis • Consolidated Balance Sheets as of December 31, 2023 and 2022 • Consolidated Statements of Operations for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 • Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 • Consolidated Statements of Equity for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 • Consolidated Statements of Cash Flows for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 • Notes to the Consolidated Financial Statements Investment Basis • Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022 • Consolidated Statement of Changes in Net Assets for the period from January 1, 2022 through May 18, 2022 • Consolidated Statement of Cash Flows for the period from January 1, 2022 through May 18, 2022 • Notes to the Consolidated Financial Statements The Company presents amounts in the Consolidated Financial Statements in thousands within tables and millions within text (unless otherwise specified), and calculates all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, cross foot, or recalculate based on reported numbers due to rounding. Prior period amounts have been updated to be presented in thousands and differences to prior filings are due to rounding. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on prior periods’ results. 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 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 the underlying assets and liabilities of its subsidiaries on a consolidated basis 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: (in thousands) May 19, 2022 Total members’ equity (net assets) $ 1,543,740 Plus: Fair value of redeemable noncontrolling interests and noncontrolling interests 74,814 Total net assets of the Company $ 1,618,554 Assets Cash, cash equivalents and Restricted cash $ 205,449 Other current assets 103,875 Total current assets 309,324 Property, plant and equipment 1,522,995 Intangible assets 465,375 Investments, at fair value 90,425 Derivative assets 118,548 Other noncurrent assets 36,361 Total noncurrent assets 2,233,704 Total assets 2,543,028 Liabilities Accounts payable and accrued expenses $ 59,522 Other current liabilities 67,618 Total current liabilities 127,140 Long-term debt, net 501,200 Out-of-market contracts 229,576 Other noncurrent liabilities 66,558 Total noncurrent liabilities 797,334 Total liabilities 924,474 Total members’ equity, redeemable noncontrolling interests and noncontrolling interests $ 1,618,554 The Company recognizes and measures its RNCI, Derivative assets (current and noncurrent) and Investments, at fair value. Refer to Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests, Note 12. Derivative Instruments and Note 6. Fair Value Measurements and Investments for further information surrounding fair value approach and inputs used. As discussed below, the Company adopted ASC 842 as of January 1, 2022. On May 19, 2022, the Company also recognized operating lease, or ROU, assets of $95.1 million, operating lease liabilities, current of $1.2 million and operating lease liabilities, noncurrent of $93.5 million of its subsidiaries that were formerly part of the Company’s investments. The ROU asset and lease liability balances in the May 19, 2022 allocation are not included in the table above. See Note 10. Leases for further details on the ROU assets and lease liabilities recognized at May 19, 2022. Basis of Consolidation The Consolidated Financial Statements and related notes have been presented on the Non-Investment Basis of accounting in accordance with U.S. GAAP and in conformity with the rules and regulations of the SEC applicable to financial information. The Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and those of its subsidiaries in which it has a controlling financial and/or voting interest. All intercompany balances and transactions have been eliminated in consolidation. The Company determines whether it has a controlling interest in an entity by first evaluating whether the entity is a VIE under U.S. GAAP as discussed further below. In connection with the Acquisition, the Company consolidated the results of operations and financial position of GDEV during the period from May 19, 2022 through November 17, 2022. Management determined that GDEV 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 during the period May 19, 2022 through November 17, 2022, GDEV was 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 Sheets and the unrealized gains and/or losses in an investment’s fair value to be recognized on a current basis in the Consolidated Statements of Operations. On November 18, 2022, GREC sold its investment in GDEV to an unrelated third party for total purchase consideration of $5.7 million. The Company realized a gain on sale of this investment in the amount of $0.3 million, which is included in Other expense, net on the Consolidated Statements of Operations. The Company has determined as a result of the sale of GREC’s investment in GDEV that it is no longer the primary beneficiary of GDEV. As a result, as of November 18, 2022, GDEV is no longer considered a consolidated subsidiary of the Company, and therefore its financial position is not included on the Consolidated Balance Sheets as of December 31, 2022. Further, the revenue, expenses and income of GDEV are only included within the Company’s Consolidated Statements of Operations for the period May 19, 2022 through November 17, 2022, the date of the deconsolidation. Additionally, the results of operations and financial position of GDEV GP, which GREC has a controlling voting interest in and whose operations are exclusively related to its role as the general partner of GDEV, are no longer eliminated in consolidation beginning with the deconsolidation on November 18, 2022. The following table summarizes the impact of the sale and deconsolidation of GDEV as of November 18, 2022 on the Consolidated Financial Statements: (in thousands) Balances Prior to Deconsolidation Impact of Sale and Deconsolidation November 18, 2022 Assets Current assets: Cash and cash equivalents $ 191 $ 5,467 $ 5,658 Other current assets 84 164 248 Total current assets $ 275 $ 5,631 $ 5,906 Noncurrent assets: Investments, at fair value $ 73,632 $ (71,658) $ 1,974 Total noncurrent assets 73,632 (71,658) 1,974 Total assets $ 73,907 $ (66,027) $ 7,880 Liabilities, Redeemable Noncontrolling Interests and Equity Current liabilities: Other current liabilities 120 (120) — Total current liabilities 120 (120) — Total liabilities $ 120 $ (120) $ — Equity: Greenbacker Renewable Energy Company LLC controlling interest $ 7,594 $ — $ 7,594 Accumulated deficit (22) 308 286 Noncontrolling interests 66,215 (66,215) — Total equity $ 73,787 $ (65,907) $ 7,880 Total liabilities, redeemable noncontrolling interests and equity $ 73,907 $ (66,027) $ 7,880 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 VIEs in which it holds a controlling financial interest, and all VOE 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 exists: (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 VIEs 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 5. 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 Unrealized gain on investments, net on the Consolidated Statements of Operations. Dividend income is recorded in Other revenue on the Consolidated Statements of Operations as of the date that dividends are declared by the investee. The value of the Company's equity method investments is recorded to Investments, at fair value on the Consolidated Balance Sheets. On the Consolidated Statements of Cash Flows, the Company classifies distributions received from its investees using the “nature-of-the-distribution” approach. Quarterly operating distributions are classified as cash provided from operating activities, while distributions representing proceeds from the sale of property, plant, or equipment or membership interests in subsidiaries of the investees are classified as cash provided from investing activities. Refer to Note 5. Variable Interest Entities and Note 6. Fair Value Measurements and Investments for further details. Noncontrolling Interests, Redeemable Noncontrolling Interests and Hypothetical Liquidation at Book Value NCI represents the portion of the Company’s net income (loss), net assets and comprehensive income (loss) that is 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, 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 Statements of Operations and Consolidated Statements of Comprehensive Income (Loss), if applicable, are determined based on the difference in the carrying amounts of NCI on the Consolidated Balance Sheets 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. NCI is measured using the HLBV method and RNCI is measured using the greater of the estimated redemption value or HLBV method. NCI in subsidiaries that are redeemable at the option of the NCI holder are classified as RNCI on the Consolidated Balance Sheets. Refer to Note 17. 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 requirements for financial institutional loans and purchase and sale agreements that are restricted for use on certain of the Company’s renewable energy projects. Supplemental Cash Flow Information The following table provides a reconciliation of cash and cash equivalents and restricted cash as of December 31, 2023 and 2022: (in thousands) December 31, 2023 December 31, 2022 Cash and cash equivalents $ 96,872 $ 143,224 Restricted cash, current 85,235 47,474 Restricted cash 5,568 — Total cash and cash equivalents and restricted cash $ 187,675 $ 190,698 The following table presents information regarding the Company’s non-cash investing and financing activities as well as the cash paid for interest for the year ended December 31, 2023 and for the period from May 19, 2022 through December 31, 2022: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Non-cash investing and financing activities Deferred sales commission payable $ 10,270 $ 10,973 Redemptions payable 361 32,198 Distribution payable to shareholders 7,606 7,703 Capital expenditures incurred but not paid 38,009 24,284 Non-cash distributions to noncontrolling interests 2,293 2,794 Cash paid for Interest paid, net of amounts capitalized $ 23,608 $ 12,988 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 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 December 31, 2023 and 2022, the allowance for doubtful accounts recorded was not material. Fair Value Measurements ASC Topic 820, Fair Value Measurements (“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 6. 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 or, when the asset is on property subject to a lease or other site control contract, the remaining lease or other contractual periods and renewals that are deemed to be reasonably certain at the date the assets are purchased, if less than the estimated remaining useful life. 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 years Wind energy systems 30 years Battery storage systems 10 years 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 include 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 8. 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 during 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 lead 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. Refer to Note 9. 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 PPA and 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 PPA 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. The Company capitalizes implementation costs related to cloud computing (i.e., hosting) arrangements that are accounted for as a service contract that meets the accounting requirement for capitalization as such implementation costs were incurred to develop or utilize internal-use software hosted by a third-party vendor. The capitalized implementation costs are recorded as part of Other noncurrent assets on the Consolidated Balance Sheets and is amortized over the length of the service contract within Direct operating costs on the Consolidated Statements of Operations. Refer to Note 9. 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. For the year ended December 31, 2023, the Company recognized impairment of long-lived assets of $59.3 million associated with a certain renewable energy asset of which $7.3 million was associated with the plant and equipment asset, and the remainder of which was associated with the favorable PPA contract. Refer to Note 8. Property, Plant and Equipment and Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts for further details. The Company did not recognize any impairment charges on long-lived assets for the period from May 19, 2022 through December 31, 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 or 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 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 operating income from ordinary business activities and is presented as Other revenue on the Consolidated Statements of Operations. Refer to Note 7. Notes Receivable and Note 4. Revenue for further details. Allowance for Credit Losses The Company establishes a notes receivable loss reserve when available information indicates that it is probable a loss has occurred based on the carrying value of each note receivable within the portfolio and the amount of the loss can be reasonably estimated. Significant judgment is required in determining the notes receivable loss reserve, including estimates of the likelihood of default and the estimated fair value of the collateral, if any. For the year ended December 31, 2023, the Company recorded notes receivable loss reserves of $2.0 million. The Company did not record a loss reserve for the year ended December 31, 2022. 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 Sheets. Unamortized deferred financing costs related to unfunded commitments are recorded within Other noncurrent assets on the Consolidated Balance Sheets. 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 Sheets. Refer to Note 11. 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 th |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note 3. Acquisitions 2023 Transactions For acquisitions in which the Company acquires assets, including intangible assets, and assumes liabilities that do not constitute a business, the amount of the purchase consideration is equal to the fair value of the net assets acquired. The purchase consideration, including transaction costs, is allocated to the individual assets and liabilities assumed based on their relative fair values. During the year ended December 31, 2023, the Company acquired membership interests in 18 renewable energy projects, all of which were either in development or under construction, for a total consideration of $41.4 million. The purchase price of the assets acquired during the year ended December 31, 2023 was allocated on a relative fair value basis to the assets acquired. For the year ended December 31, 2023, $37.1 million and $4.3 million were allocated to Property, plant and equipment, net and Intangible assets, net, respectively, on the Consolidated Balance Sheets. Intangible assets acquired were favorable PPA assets with a weighted-average amortization period of 21.6 years. 2022 Transactions Management Internalization 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 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, consolidated the results of operations and financial position of GDEV. Refer to Note 2. Significant Accounting Policies and Note 5. Variable Interest Entities for additional discussion, including the subsequent deconsolidation of GDEV. The Acquisition was implemented under the terms of the Contribution Agreement, dated as of May 19, 2022, by and between the Company and GCM’s former parent, Group LLC, a subsequent contribution agreement between the Company and GREC pursuant to which all the acquired businesses and assets were immediately contributed by the Company to GREC, and certain related agreements. In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I common shares, par value $0.001 per share (the “Class P-I shares”) and 13.1 million of a newly created class of common shares of the Company designated as the Earnout Shares, par value $0.001 per share. 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). In December 2022, the consideration was finalized, and 27.9 thousand additional Class P-I shares (or an aggregate value of $0.2 million, net of seller related deal fees and expenses paid by the Company) were issued to Group LLC. 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 comprised 4.4 million Tranche 1 Earnout Shares, 4.4 million Tranche 2 Earnout Shares, and 4.4 million Tranche 3 Earnout Shares (consisting of 0.4 million Class A Tranche 3 Earnout Shares and 4.0 million 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, 2.9 million 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, 2.9 million 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 2.5 million 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. Refer to Note 18. Equity for additional details. 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. As of the Acquisition close date, the fair value of the contingent consideration was estimated to be $73.6 million, which is included in Contingent consideration on the Consolidated Balance Sheets. The Earnout Shares included in purchase consideration were classified as contingent consideration liabilities and are subject to recurring fair value measurements. As of December 31, 2023 and 2022, the fair value of the contingent consideration was $42.3 million and $75.7 million, respectively. The $33.4 million total change of the contingent consideration consists of a $0.6 million decrease in fair value and a $32.8 million change due to 3.7 million shares becoming participating in 2023. The total change in fair value of contingent consideration is included in General and administrative expenses on the Consolidated Statements of Operations. The following is a summary of the purchase consideration, as well as the fair value of the NCI in GDEV GP and GDEV at the acquisition date: (in thousands) May 19, 2022 Adjustments May 19, 2022 as Adjusted Fair value of consideration transferred: Equity consideration $ 214,927 $ — $ 214,927 Contingent consideration 73,600 — 73,600 Assumed expenses of Group LLC 6,227 — 6,227 Assumed debt (paid at closing) 1,500 — 1,500 Extinguishment of liabilities (2,171) — (2,171) Total purchase consideration $ 294,083 $ — $ 294,083 Fair value of the Company’s investment in GDEV (held before the Acquisition) 3,768 — 3,768 Fair value of the NCI in GDEV GP 533 (192) 341 Fair value of the NCI in GDEV 45,446 491 45,937 Total amount to allocate to net assets acquired and consolidated $ 343,830 $ 299 $ 344,129 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 the remeasurement 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 NCI in GDEV GP and GDEV at fair value as of the acquisition date. The fair value of the NCI, 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 Sheets. The Acquisition resulted in recorded goodwill of $221.3 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 evaluates this goodwill for impairment on an annual basis and does not amortize the acquired goodwill balance for financial statement purposes. Goodwill is not expected to be deductible for income tax purposes. As part of the purchase price allocation, the goodwill was allocated $200.3 million to the IPP segment and $21.0 million to the IM segment. Refer to Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts for further discussion on the goodwill recorded as a result of the Acquisition. During 2022, the Company made certain adjustments to the estimated fair value of the assets and liabilities assumed at the date of the Acquisition and the resulting consolidation of GDEV GP and GDEV. During the three months ended December 31, 2022, the Company finalized the purchase accounting for the Acquisition. The adjusted purchase price allocation is reflected in the accompanying Consolidated Balance Sheets as of December 31, 2023 and 2022. The following table details the purchase price allocation as of May 19, 2022 before adjustment, the adjustments made during the three months ended December 31, 2022 and the adjusted purchase price allocation as of May 19, 2022. No adjustments were made during the year ended December 31, 2023. (in thousands) May 19, 2022 2022 Adjustments May 19, 2022 as Adjusted Net working capital (including cash) $ 8,819 $ — $ 8,819 Property, plant and equipment 75 — 75 Investments, at fair value and other noncurrent assets 42,356 — 42,356 Trademarks 2,800 — 2,800 Channel partner relationships 95,100 (400) 94,700 Carried interest 279 (279) — Other liabilities (760) — (760) Deferred tax liability (25,779) 604 (25,175) Goodwill 220,940 374 221,314 Sum of acquired and consolidated net assets $ 343,830 $ 299 $ 344,129 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. 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, updated acquisition date fair value, and weighted-average amortization period: (dollars in thousands) Identified intangible asset Acquisition date fair value Weighted-average amortization period (years) Trademarks $ 2,800 12 Channel partner relationships 94,700 11 Goodwill 221,314 — In conjunction with the Acquisition, the Company incurred $3.4 million of buyer transaction costs during the year ended December 31, 2022, of which $2.6 million was recognized in Operating expenses in the Consolidated Statement 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 was recognized in General and administrative expenses in the Consolidated Statements of Operations for the period from May 19, 2022 through December 31, 2022. The results of operations from the Acquired Entities are included in the Consolidated Financial Statements of the Company from the date of Acquisition. 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 accounts for the issuance of these shares to employees in accordance with ASC 718. EO Holder had 4.0 million equity awards authorized to be issued, and in connection with the above described issuances to employees of the Company, issued 3.2 million in awards as of December 31, 2023, all to employees of the Company. The EO Holder equity awards issued (“EO Awards”) are equity classified, and compensation expense is 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 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. The carried interest units held by GREC were sold to a third party investor as part of the sale of GREC’s interest in GDEV on November 18, 2022. 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”). Other Acquisitions During the period from May 19, 2022 through December 31, 2022, the Company acquired membership interests in 30 renewable energy projects, all of which were either in development or under construction, for total consideration of $76.3 million. The purchase price of the assets acquired during the year ended December 31, 2022 has been allocated on a relative fair value basis as follows: (in thousands) Land $ 5,111 Property, plant and equipment 71,156 Intangible assets 1,193 ROU asset 2,923 Less: Liabilities assumed (4,111) Total $ 76,272 The following table summarizes the acquired identifiable intangible assets, acquisition date estimated fair value, and weighted average amortization period for intangible assets acquired as a result of the asset acquisitions completed during the year ended December 31, 2022: (dollars in thousands) Identified intangible asset Acquisition data fair value Weighted-average amortization period (years) PPA contracts - out-of-market $ (889) 20 REC contracts - favorable $ 1,193 20 Contingent Consideration 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 December 31, 2023 and 2022, the Company has recorded a liability of $16.5 million and $25.9 million, respectively, within Contingent consideration, current on the Consolidated Balance Sheets related to these agreements. |
Acquisitions | Note 3. Acquisitions 2023 Transactions For acquisitions in which the Company acquires assets, including intangible assets, and assumes liabilities that do not constitute a business, the amount of the purchase consideration is equal to the fair value of the net assets acquired. The purchase consideration, including transaction costs, is allocated to the individual assets and liabilities assumed based on their relative fair values. During the year ended December 31, 2023, the Company acquired membership interests in 18 renewable energy projects, all of which were either in development or under construction, for a total consideration of $41.4 million. The purchase price of the assets acquired during the year ended December 31, 2023 was allocated on a relative fair value basis to the assets acquired. For the year ended December 31, 2023, $37.1 million and $4.3 million were allocated to Property, plant and equipment, net and Intangible assets, net, respectively, on the Consolidated Balance Sheets. Intangible assets acquired were favorable PPA assets with a weighted-average amortization period of 21.6 years. 2022 Transactions Management Internalization 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 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, consolidated the results of operations and financial position of GDEV. Refer to Note 2. Significant Accounting Policies and Note 5. Variable Interest Entities for additional discussion, including the subsequent deconsolidation of GDEV. The Acquisition was implemented under the terms of the Contribution Agreement, dated as of May 19, 2022, by and between the Company and GCM’s former parent, Group LLC, a subsequent contribution agreement between the Company and GREC pursuant to which all the acquired businesses and assets were immediately contributed by the Company to GREC, and certain related agreements. In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I common shares, par value $0.001 per share (the “Class P-I shares”) and 13.1 million of a newly created class of common shares of the Company designated as the Earnout Shares, par value $0.001 per share. 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). In December 2022, the consideration was finalized, and 27.9 thousand additional Class P-I shares (or an aggregate value of $0.2 million, net of seller related deal fees and expenses paid by the Company) were issued to Group LLC. 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 comprised 4.4 million Tranche 1 Earnout Shares, 4.4 million Tranche 2 Earnout Shares, and 4.4 million Tranche 3 Earnout Shares (consisting of 0.4 million Class A Tranche 3 Earnout Shares and 4.0 million 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, 2.9 million 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, 2.9 million 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 2.5 million 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. Refer to Note 18. Equity for additional details. 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. As of the Acquisition close date, the fair value of the contingent consideration was estimated to be $73.6 million, which is included in Contingent consideration on the Consolidated Balance Sheets. The Earnout Shares included in purchase consideration were classified as contingent consideration liabilities and are subject to recurring fair value measurements. As of December 31, 2023 and 2022, the fair value of the contingent consideration was $42.3 million and $75.7 million, respectively. The $33.4 million total change of the contingent consideration consists of a $0.6 million decrease in fair value and a $32.8 million change due to 3.7 million shares becoming participating in 2023. The total change in fair value of contingent consideration is included in General and administrative expenses on the Consolidated Statements of Operations. The following is a summary of the purchase consideration, as well as the fair value of the NCI in GDEV GP and GDEV at the acquisition date: (in thousands) May 19, 2022 Adjustments May 19, 2022 as Adjusted Fair value of consideration transferred: Equity consideration $ 214,927 $ — $ 214,927 Contingent consideration 73,600 — 73,600 Assumed expenses of Group LLC 6,227 — 6,227 Assumed debt (paid at closing) 1,500 — 1,500 Extinguishment of liabilities (2,171) — (2,171) Total purchase consideration $ 294,083 $ — $ 294,083 Fair value of the Company’s investment in GDEV (held before the Acquisition) 3,768 — 3,768 Fair value of the NCI in GDEV GP 533 (192) 341 Fair value of the NCI in GDEV 45,446 491 45,937 Total amount to allocate to net assets acquired and consolidated $ 343,830 $ 299 $ 344,129 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 the remeasurement 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 NCI in GDEV GP and GDEV at fair value as of the acquisition date. The fair value of the NCI, 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 Sheets. The Acquisition resulted in recorded goodwill of $221.3 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 evaluates this goodwill for impairment on an annual basis and does not amortize the acquired goodwill balance for financial statement purposes. Goodwill is not expected to be deductible for income tax purposes. As part of the purchase price allocation, the goodwill was allocated $200.3 million to the IPP segment and $21.0 million to the IM segment. Refer to Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts for further discussion on the goodwill recorded as a result of the Acquisition. During 2022, the Company made certain adjustments to the estimated fair value of the assets and liabilities assumed at the date of the Acquisition and the resulting consolidation of GDEV GP and GDEV. During the three months ended December 31, 2022, the Company finalized the purchase accounting for the Acquisition. The adjusted purchase price allocation is reflected in the accompanying Consolidated Balance Sheets as of December 31, 2023 and 2022. The following table details the purchase price allocation as of May 19, 2022 before adjustment, the adjustments made during the three months ended December 31, 2022 and the adjusted purchase price allocation as of May 19, 2022. No adjustments were made during the year ended December 31, 2023. (in thousands) May 19, 2022 2022 Adjustments May 19, 2022 as Adjusted Net working capital (including cash) $ 8,819 $ — $ 8,819 Property, plant and equipment 75 — 75 Investments, at fair value and other noncurrent assets 42,356 — 42,356 Trademarks 2,800 — 2,800 Channel partner relationships 95,100 (400) 94,700 Carried interest 279 (279) — Other liabilities (760) — (760) Deferred tax liability (25,779) 604 (25,175) Goodwill 220,940 374 221,314 Sum of acquired and consolidated net assets $ 343,830 $ 299 $ 344,129 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. 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, updated acquisition date fair value, and weighted-average amortization period: (dollars in thousands) Identified intangible asset Acquisition date fair value Weighted-average amortization period (years) Trademarks $ 2,800 12 Channel partner relationships 94,700 11 Goodwill 221,314 — In conjunction with the Acquisition, the Company incurred $3.4 million of buyer transaction costs during the year ended December 31, 2022, of which $2.6 million was recognized in Operating expenses in the Consolidated Statement 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 was recognized in General and administrative expenses in the Consolidated Statements of Operations for the period from May 19, 2022 through December 31, 2022. The results of operations from the Acquired Entities are included in the Consolidated Financial Statements of the Company from the date of Acquisition. 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 accounts for the issuance of these shares to employees in accordance with ASC 718. EO Holder had 4.0 million equity awards authorized to be issued, and in connection with the above described issuances to employees of the Company, issued 3.2 million in awards as of December 31, 2023, all to employees of the Company. The EO Holder equity awards issued (“EO Awards”) are equity classified, and compensation expense is 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 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. The carried interest units held by GREC were sold to a third party investor as part of the sale of GREC’s interest in GDEV on November 18, 2022. 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”). Other Acquisitions During the period from May 19, 2022 through December 31, 2022, the Company acquired membership interests in 30 renewable energy projects, all of which were either in development or under construction, for total consideration of $76.3 million. The purchase price of the assets acquired during the year ended December 31, 2022 has been allocated on a relative fair value basis as follows: (in thousands) Land $ 5,111 Property, plant and equipment 71,156 Intangible assets 1,193 ROU asset 2,923 Less: Liabilities assumed (4,111) Total $ 76,272 The following table summarizes the acquired identifiable intangible assets, acquisition date estimated fair value, and weighted average amortization period for intangible assets acquired as a result of the asset acquisitions completed during the year ended December 31, 2022: (dollars in thousands) Identified intangible asset Acquisition data fair value Weighted-average amortization period (years) PPA contracts - out-of-market $ (889) 20 REC contracts - favorable $ 1,193 20 Contingent Consideration 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 December 31, 2023 and 2022, the Company has recorded a liability of $16.5 million and $25.9 million, respectively, within Contingent consideration, current on the Consolidated Balance Sheets related to these agreements. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 4. Revenue Disaggregation of Revenue The following table provides information on the disaggregation of revenue as reported in the Consolidated Statements of Operations: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Energy sales $ 138,530 $ 86,187 RECs and other incentives 20,771 15,409 Investment Management revenue 13,490 1,919 Other revenue 8,434 7,506 Contract amortization, net (8,060) (10,529) Total revenue 173,165 100,492 Less: Contract amortization, net 8,060 10,529 Less: Lease revenue (10,147) (6,026) Less: Investment, dividend and interest income (7,760) (7,512) Total revenue from contracts with customers $ 163,318 $ 97,483 Contract Amortization, net Intangible assets and out-of-market contracts recognized from PPA and REC contracts assumed through acquisitions related to the sale of energy in future periods for which the fair value has been determined to be less (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 December 31, 2023 and 2022, as none of its rights to payment were subject to a particular event other than passage of time. Included within Accounts receivable on the Consolidated Balance Sheets are balances of $19.9 million and $19.0 million related to contracts with customers as of December 31, 2023 and 2022, respectively. The Company had a receivable balance of $25.1 million as of May 19, 2022. The Company has contract liabilities related to amounts received in advance from certain PPA customers upon the related solar projects reaching COD. As of December 31, 2023, the Company recorded $3.6 million of contract liabilities in Other noncurrent liabilities in the Consolidated Balance Sheets. As of December 31, 2022, the Company recorded $0.7 million of contract liabilities in Other current liabilities in the Consolidated Balance Sheets. The Company’s amortization due to contract liabilities were not material for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022. Costs to Obtain a Contract The Company’s incremental costs of obtaining a contract (i.e., commissions) are recognized as an asset if the entity expects to recover them. These costs are amortized over the expected period of benefit of the related contracts. The Company has capitalized $3.9 million and $1.6 million of costs to obtain a contract as of December 31, 2023 and 2022, respectively. The Company’s amortization related to costs to obtain a contract were not material for the year ended December 31, 2023, and the period from May 19, 2022 through December 31, 2022. 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 December 31, 2023, the Company had $12.2 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: (in thousands) Amount 2024 $ 4,993 2025 1,987 2026 1,855 2027 788 2028 788 Thereafter 1,816 Total $ 12,227 |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Variable Interest Entities | Note 5. Variable Interest Entities Consolidated Variable Interest Entities The Company assesses entities for consolidation in accordance with ASC 810 and consolidates entities that are VIEs for which the Company has been designated as the primary beneficiary. The Company did not recognize any gain or loss on the initial consolidation of any of its VIEs. The Company through various wholly owned subsidiaries, is the managing member in 15 tax equity partnerships where the other members are Tax Equity Investors under tax equity financing facilities. Tax Equity Investors are passive investors, usually large tax-paying financial entities such as banks, insurance companies and utility affiliates that use these investments to reduce future tax liabilities. Refer to Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests for further discussion. These entities generate income through renewable energy and sustainable development projects primarily within North America. The entities represent a diversified portfolio of income-producing renewable energy power facilities that sell long-term electricity contracts to offtakers with high credit quality, such as utilities, municipalities, and corporations. The Company has determined that these tax equity partnerships are VIEs. Additionally, through its role as managing member of these VIEs, the Company has the power to direct the activities that most significantly impact the economic performance of these VIEs. In addition, the Company has the obligation to absorb losses or the right to receive benefits that could potentially be more than insignificant to the VIEs. As of December 31, 2023 and 2022, the Company consolidated each tax equity partnership for which it is the managing member and considered the primary beneficiary. As of December 31, 2023, the assets and liabilities of the consolidated tax equity partnerships totaled approximately $1.5 billion and $283.4 million, respectively. As of December 31, 2022, the assets and liabilities of the consolidated tax equity partnerships totaled approximately $1.3 billion and $215.3 million, respectively. The assets largely consisted of property, plant and equipment, and the liabilities primarily consisted of out-of-market contracts. Unconsolidated Variable Interest Entities Prior to the sale of GREC’s interest in GDEV on November 18, 2022, GDEV was a consolidated subsidiary of the Company. 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’s general partner. The amended and restated limited partnership agreement of GDEV 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 stake in GDEV GP, the Company assumed GDEV GP's additional commitment to GDEV and gained control over GDEV GP under the voting interest model. Additionally, the Company, through GDEV GP’s role as general partner of the GDEV partnership, 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). 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 had in GDEV, the Company previously determined that it was the primary beneficiary of GDEV. As a result, the results of operations of GDEV were consolidated. 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 were presented in accordance with ASC 946. On November 18, 2022, GREC sold its investment in GDEV to an unrelated third party. As of December 31, 2023, GDEV GP held 2.80% of the interests in GDEV. The Company has determined that it is no longer the primary beneficiary of GDEV. Therefore, the Company no longer consolidates GDEV. See Note 2. Significant Accounting Policies for additional information on the deconsolidation. After the deconsolidation, management has determined that the Company can still exert significant influence over operating and financial policies because of its ownership of GDEV GP. Accordingly, the Company accounts for its investment in GDEV as an equity method investment and has elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss as a result of its involvement with GDEV is equal to $3.3 million, which is the sum of the Company’s existing investment in GDEV and the remaining commitments to GDEV, less the portion attributable to the noncontrolling interest in GDEV GP. On November 15, 2022, the Company, through its majority-owned subsidiary GDEV GP II, made an investment in GDEV II totaling $0.7 million. The Company has determined that GDEV II is a VIE but that it is not the primary beneficiary. Therefore, the Company does not consolidate GDEV II. The Company can exert significant influence over operating and financial policies because of its ownership of GDEV GP II, GDEV II’s general partner. Accordingly, GDEV GP II, which is a consolidated subsidiary of the Company, accounted for its investment in GDEV II as an equity method investment and elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss as a result of its involvement with GDEV II is $2.7 million, which is GDEV GP II’s total capital commitment to GDEV II, less the portion of the capital commitment attributable to the noncontrolling interest in GDEV GP II. During February 2016, Aurora Solar was formed to develop, construct, own, finance, and operate a portfolio of 19 solar projects. As of December 31, 2023, the Company’s investment represented approximately 49.00% of Aurora Solar’s issued and outstanding common shares. The Company determined that Aurora Solar is a VIE but that it is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact Aurora Solar. The Company can exert significant influence over operating and financial policies because of its ownership interest in Aurora Solar. Accordingly, the Company accounts for its investment in the common shares of Aurora Solar as an equity method investment and has elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss is equal to the value of its investment in Aurora Solar. During September 2021, OYA, previously OYA Solar, was formed. As of December 31, 2023, the Company’s investment represented 50.00% of OYA’s issued and outstanding equity shares. The Company determined that OYA is a VIE but that it is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact OYA. The Company can exert significant influence over operating and financial policies because of its ownership interest in OYA. Accordingly, the Company accounts for its investment in the preferred shares of OYA as an equity method investment and has elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss as of December 31, 2023, includes the current value of its investment in OYA and the guaranteed amounts discussed in the following paragraphs. Pursuant to the amended and restated limited liability company agreement of OYA, the other 50.00% member has indemnified the Company against any draws or demands under these guarantees. The Company is not able to quantify its exposure to loss as a result of certain of these guarantees as noted below. Since the Company has elected the fair value option to account for its investment in the preferred shares of OYA, the Company is also required to measure all of its other financial interests in OYA at fair value, including these guarantees. As of December 31, 2023 and 2022, the fair value of the guarantees is included within the fair value of the investment. On October 26, 2023, OYA, an unconsolidated investment of the Company, sold the membership interests in nine of its underlying projects. The Company received proceeds of $3.7 million as a result of this sale pursuant to a sale proceeds sharing agreement between the Company, OYA’s parent company, and other financing parties. The impact of this sale was taken into consideration in determining the fair value of the Company’s investment in OYA as of December 31, 2023. Four subsidiaries of OYA have entered into tax equity partnerships with investor members. The Company, along with the parent company of the other 50.00% member of OYA, provided guarantees to the tax equity investor members in three of these partnerships for the payment and performance of all obligations of these subsidiaries under the partnership documents as well as affiliate contracts. In October 2023, in association with the sale of certain projects, two of these arrangements were terminated prior to the tax equity investor’s making any capital contributions, resulting in the termination of the associated guarantees. Under the third guarantee, the maximum potential amount of future payments (undiscounted) that the Company could be required to make under the guarantee is $18.8 million, with certain exceptions in which case the limit would not apply. The guarantee will remain in full force and effect until: (1) the termination of the limited liability company agreement of the tax equity partnership, (2) the transfer of the tax equity investor members’ membership interests, and/or (3) the obligations under the guarantee are performed in full, depending on the specific terms of the guarantee. In addition, certain subsidiaries of OYA have entered into two separate financing agreements with certain financial institutions. The Company has provided guarantees of certain obligations under the loan agreements upon the occurrence and continuance of a trigger event. The parent company of the other 50.00% member of OYA has also provided a guarantee to the financial institutions, and the Company is only obligated to perform in the event that the parent company of the other 50.00% member fails to perform under its guarantees. The guarantees do not have maximum liability amounts, and therefore, the Company is not able to quantify the maximum potential amount of future payments (undiscounted) that the Company could be required to make under these guarantees. The subsidiaries of OYA currently have outstanding loans with a principal amount of $33.4 million as of December 31, 2023. The guarantees are expected to terminate on the maturity dates of the loans in 2028 and 2029. On August 22, 2023, the Company provided an additional guarantee to one of the financial institutions in which the Company agreed to fund remaining construction costs for certain underlying projects in the maximum amount of $18.2 million as well as excess construction loans upon term conversion in the maximum amount of $1.2 million. On October 4, 2023, the Company funded $1.2 million of construction costs pursuant to a call under this guarantee. The Company recovered $1.0 million of this amount through the sale of nine of the projects previously owned by OYA on October 26, 2023. The inflows and outflows associated with this guarantee are incorporated in the valuation of the investment. In association with the sale, this guarantee was terminated. |
Fair Value Measurements and Inv
Fair Value Measurements and Investments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Investments | Note 6. Fair Value Measurements and Investments Authoritative guidance on fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between marketplace participants. This guidance also establishes a framework for classifying the inputs used to determine fair value into three levels within a hierarchy. The following table presents the fair values of the Company's financial assets and liabilities as of December 31, 2023 and the basis for determining their fair values: Fair Value as of December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Derivative assets $ — $ 142,168 $ — $ 142,168 Derivative liabilities — (5,833) — (5,833) Equity method investments — — 94,878 94,878 Contingent consideration — — (42,307) (42,307) Total $ — $ 136,335 $ 52,571 $ 188,906 The following table presents the fair values of the Company's financial assets and liabilities as of December 31, 2022 and the basis for determining their fair values: Fair Value as of December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Derivative assets $ — $ 195,840 $ — $ 195,840 Equity method investments — — 92,554 92,554 Contingent consideration — — (75,700) (75,700) Total $ — $ 195,840 $ 16,854 $ 212,694 The following table reconciles the beginning and ending balances for instruments that are recognized at fair value in the Consolidated Financial Statements as of December 31, 2023 using significant unobservable inputs: (in thousands) Equity method investments Contingent consideration Total Balance as of December 31, 2022 $ 92,554 $ (75,700) $ 16,854 Purchases 5,298 — 5,298 Return of capital (3,906) — (3,906) Unrealized gain on investments, net 932 — 932 Change in contingent consideration — 603 603 Reclassification of participating Earnout Shares — 32,790 32,790 Balance as of December 31, 2023 $ 94,878 $ (42,307) $ 52,571 The Company does not have any non-financial assets or liabilities measured at fair value as of December 31, 2023. There were no transfers between Levels 1, 2, or 3 for the year ended December 31, 2023. 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. Equity method investments In the table above, certain equity method investments may be valued at the purchase price for a period of time after an acquisition as the best indicator of fair value. In addition, certain valuations of investments may be entirely or partially derived by reference to observable valuation measures for a pending or consummated transaction. In the absence of quoted prices in active markets, the Company uses a variety of techniques to measure the fair value of its investments. The methodologies incorporate the Company’s assumptions about the factors that a market participant would use to value the investment. The various unobservable inputs used to determine the Level 3 valuations may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements. The following table quantifies the significant unobservable inputs used in determining the fair value of equity method investments as of December 31, 2023. The weighted averages are calculated based on the relative fair value of each investment as of December 31, 2023: Unobservable Input Input/Range Discount rate 7.8%-11.0% (weighted average 8.3%) kWh production 0.5%-0.6% annual degradation in production (weighted average 0.5%) Potential leverage and estimated remaining useful life 29.0-34.2 years (weighted average 30.0 years) Prior to the deconsolidation of GDEV as discussed in Note 2. Significant Accounting Policies, the Company’s investments included the results of consolidating the financial position and results of operations of GDEV. The Company, through its majority-owned subsidiary GDEV GP, continues to hold an investment in GDEV as of December 31, 2023 and 2022. The Company accounts for this investment as an equity method investment. As discussed in Note 5. Variable Interest Entities, the Company through its majority-owned subsidiary GDEV GP II made an investment in GDEV II on November 15, 2022. The Company accounts for this investment as an equity method investment. As of December 31, 2023, the Company has unfunded commitments to GDEV I and GDEV II of $0.3 million and $1.3 million, respectively. The investments in GDEV I and GDEV II represent investments in a partnership in which no partner is permitted to make a withdrawal of any of its capital contributions. GDEV GP and GDEV GP II are required to cause the respective partnerships to distribute, as distributions, amounts available to the partners within 90 days of the receipt of amounts available for distribution in the sole discretion of the GDEV GP and GDEV GP II, respectively. As of December 31, 2023, the value of the Company's investments in OYA, Aurora Solar, GDEV I and GDEV II, its equity method investments, were $16.2 million, $73.0 million, $4.1 million and $1.6 million, respectively. As of December 31, 2022, the value of the Company's investments in OYA, Aurora Solar, GDEV I and GDEV II, its equity method investments, were $18.6 million, $71.3 million, $2.3 million and $0.3 million, respectively. Equity method investments are recorded to Investments, at fair value on the Consolidated Balance Sheets. During the year ended December 31, 2023, the Company recorded an unrealized gain of $0.9 million due to an unrealized gain of $1.6 million on Aurora Solar and $1.1 million on GDEV I, offset by an unrealized loss of $1.8 million on OYA. During the period from May 19, 2022 through December 31, 2022, the Company recorded an unrealized gain of $0.4 million due to unrealized gains of $1.9 million related to GDEV from May 19, 2022 to November 17, 2022, prior to deconsolidation, and an immaterial gain related to GDEV GP’s investment in GDEV from November 18, 2022 to December 31, 2022, offset by an unrealized loss of $1.7 million on Aurora Solar. Unrealized gains and losses are recorded in Unrealized gain on investments, net on the Consolidated Statements of Operations. Contingent consideration The Company estimates the fair value of its contingent consideration associated with the Acquisition based on the likelihood of payment related to the contingent clause and the date when payment is expected to occur. The contingent consideration is reflected in Contingent consideration included in noncurrent liabilities on the Consolidated Balance Sheets. For the year ended December 31, 2023, the Company recorded a decrease in fair value of contingent consideration of $0.6 million as a decrease in General and administrative expenses on the Consolidated Statements of Operations. As of December 31, 2023, $32.8 million of contingent consideration was settled with the participation of a certain amount of Earnout Shares, which were issued in connection with the Acquisition. The amount was reclassified from Contingent consideration to Common shares, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. Refer to Note 18. Equity for further detail. For the period from May 19, 2022 through December 31, 2022, the Company recorded an increase in fair value of contingent consideration of $2.1 million as an increase in General and administrative expenses on the Consolidated Statements of Operations. The fair value of the contingent consideration is measured based on significant unobservable inputs, including the contractual payment amount due upon reaching the designated thresholds, the discount rate, and the date when payment is expected and is classified as Level 3 in the fair value hierarchy. The various unobservable inputs used to determine the Level 3 valuation may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements. The following quantifies the significant unobservable inputs used to determine the fair value of contingent consideration as of December 31, 2023: Unobservable Input Input/Range Risk-Free Rate Over Earnout Term 4.0% Revenue Discount Rate 9.5% Annualized Revenue Volatility 40.0% Annualized Share Price Volatility 30.0% Quarterly Revenue / Share Price Correlation 40.0% |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Notes Receivable | Note 7. Notes Receivable The Company’s n otes receivable consists of the following as of December 31, 2023 and 2022: (dollars in thousands) As of December 31, 2023 As of December 31, 2022 Year of origination Interest rate Maturity date Notes receivable, current Cider $ 25,749 $ 41,864 2022 8.00% 6/30/2024 (1) OYA — 8,491 2022 9.00% 2/17/2023 (2) Shepherds Run 2,742 8,751 2020 8.00% 3/31/2024 (1) Total notes receivable, current $ 28,491 $ 59,106 Notes receivable, noncurrent New Market $ 5,008 $ 5,008 2019 9.00% 9/30/2022 (3) SE Solar 5,010 5,010 2019 9.00% 5/31/2023 (4) Kane Warehouse 166 276 2015 10.25% 2/24/2025 Total notes receivable, noncurrent $ 10,184 $ 10,294 Loan reserve (5) (2,000) — Total notes receivable $ 36,675 $ 69,400 (1) The note receivable agreements were amended with an extension to the agreements on February 6, 2024. (2) The note receivable was paid in full on February 17, 2023. (3) Option for purchase agreement exercised on September 30, 2022. The parties involved are working in good faith to enter into a purchase agreement. (4) The parties involved are working in good faith on an extension to the agreement. (5) As of December 31, 2023, SE Solar and New Market have not been repaid. As such, the Company has recorded a reserve representing an allowance for credit losses for the estimated uncollectible portion of these notes in the amount of $2.0 million for the year ended December 31, 2023 and is recorded within Direct operating costs on the Consolidated Statements of Operations. The notes receivable, current are recorded within Notes receivable, current on the Consolidated Balance Sheets. The notes receivable, noncurrent are recorded within Other noncurrent assets on the Consolidated Balance Sheets. Notes receivable are recorded at amortized cost and exclude interest receivable. As of December 31, 2023, interest receivables of $6.3 million and $3.9 million, were recorded within Other current assets and Other noncurrent assets, respectively, on the Consolidated Balance Sheets. As of December 31, 2022, interest receivables of $2.4 million and $3.0 million were recorded within Other current assets and Other noncurrent assets, respectively, on the Consolidated Balance Sheets. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 8. Property, Plant and Equipment Property, plant and equipment, net consists of the following: (in thousands) December 31, 2023 December 31, 2022 Land $ 23,473 $ 16,321 Plant and equipment 2,169,573 1,874,201 Asset retirement obligation 34,003 30,483 Finance right-of-use asset 65 — Other 262 320 Total property, plant and equipment $ 2,227,376 $ 1,921,325 Accumulated depreciation (93,499) (31,619) Property, plant and equipment, net $ 2,133,877 $ 1,889,706 As of December 31, 2023, Property, plant and equipment, net, includes construction-in-progress of $439.4 million, and construction-in-progress includes $106.3 million of development costs. As of December 31, 2022, Property, plant and equipment, net, includes construction-in-progress of $569.4 million, and construction-in-progress includes $116.6 million of development costs. Depreciation expense was $113.9 million and $31.6 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively. Depreciation expense is recorded within Depreciation, amortization and accretion on the Consolidated Statements of Operations. The Company engaged in three wind repower projects where the existing assets were retrofitted with new and/or refurbished technology, including erecting taller, more efficient wind turbines to increase productivity. Depreciation of fixed assets replaced is accelerated between the mobilization milestone date in the related EPC contract and the date of de-electrification of the project site. Accelerated depreciation related to the three projects resulted in $51.9 million of additional depreciation during the year ended December 31, 2023. During the year ended December 31, 2023, the Company recognized impairment of long-lived assets of $59.3 million associated with a certain renewable energy asset of which $7.3 million was associated with the plant and equipment asset, and the remainder of which was associated with the related favorable PPA contracts. The impairment analysis reviews certain qualitative factors as well as the results of long-term operating expectations and the project’s carrying value to determine if impairment indicators are present. The impairment analysis indicated that the projected future cash flows for the certain project no longer supported the recoverability of the carrying value of the related long-lived assets. The fair value of the asset was determined using an income approach by applying a discounted cash flow methodology to the updated long-term budget for the asset. The income approach included key inputs such as forecasted merchant power prices, operations and maintenance expense, and discount rates. The resulting fair value is a Level 3 fair value measurement. This charge was recorded to the Company’s IPP segment. The Company did not recognize any impairment charges on long-lived assets for the period from May 19, 2022 through December 31, 2022. |
Goodwill, Other Intangible Asse
Goodwill, Other Intangible Assets and Out-of-market Contracts | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Other Intangible Assets and Out-of-market Contracts | Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts Goodwill As of December 31, 2023 and 2022, goodwill totaled $221.3 million and $221.3 million, respectively. The Company did not recognize any impairment charges on goodwill for the year ended December 31, 2023 or the period from May 19, 2022 through December 31, 2022. Other Intangible Assets and Out-of-market Contracts Other intangible assets as of December 31, 2023 consisted of the following: (in thousands) Gross carrying amount Accumulated amortization Net intangible assets as of December 31, 2023 PPA contracts $ 374,356 $ (47,741) $ 326,615 REC contracts 46,235 (3,441) 42,794 Trademarks 2,800 (389) 2,411 Channel partner relationships 94,700 (15,497) 79,203 Other intangible assets 2,191 — 2,191 Total intangible assets, net $ 520,282 $ (67,068) $ 453,214 Amortization expense related to intangible assets reported on the Consolidated Balance Sheets was $40.8 million for the year ended December 31, 2023, which included $31.6 million of Contract amortization, net that was recorded as a reduction to revenue for favorable PPA and REC contracts in the Consolidated Statements of Operations. Other intangible assets as of December 31, 2022 consisted of the following: (in thousands) Gross carrying amount Accumulated amortization Net intangible assets as of December 31, 2022 PPA contracts $ 422,176 $ (18,460) $ 403,716 REC contracts 46,235 (1,165) 45,070 Trademarks 2,800 (467) 2,333 Channel partner relationships 94,700 (6,198) 88,502 Other intangible assets 1,000 — 1,000 Total intangible assets, net $ 566,911 $ (26,290) $ 540,621 Amortization expense related to intangible assets recorded as assets on the Consolidated Balance Sheets $26.3 million for the period from May 19, 2022 through December 31, 2022, which includes $19.6 million of Contract amortization, net that was recorded as a reduction to revenue for favorable PPA and REC contracts in the Consolidated Statements 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 December 31, 2023: (in thousands) Gross carrying amount Accumulated amortization Net out-of-market contracts as of December 31, 2023 PPA contracts $ (198,629) $ 13,203 $ (185,426) REC contracts (19,763) 10,404 (9,359) Total out-of-market contracts, net $ (218,392) $ 23,607 $ (194,785) The amounts recorded to out-of-market contracts are amortized to Contract amortization, net similar to favorable PPA and REC contracts. The Company recorded $23.5 million of contract amortization contra-expense as an increase to revenue related to out-of-market contracts during the year ended December 31, 2023. This included $9.0 million in out-of-market contract retirements and $14.5 million of contract amortization. Of the $9.0 million in out-of-market contract retirements, $5.4 million is attributable to an unfavorable PPA contract associated with a project for which the construction is no longer probable, and $3.6 million is attributable to the termination of an unfavorable REC contract. PPA and REC contracts that are held in an unfavorable position (out-of-market contracts) consists of the following as of December 31, 2022: (in thousands) Gross carrying amount Accumulated amortization Net out-of-market contracts as of December 31, 2022 PPA contracts $ (198,446) $ 4,882 $ (193,564) PPA contracts - signed MIPA assets (1) (5,402) — (5,402) REC contracts (19,763) 4,214 (15,549) REC contracts - signed MIPA assets (1) (3,597) — (3,597) Total out-of-market contracts, net $ (227,208) $ 9,096 $ (218,112) (1) Signed MIPA assets are defined as assets that have an executed contractual MIPA or Purchase and Sale Agreement but have not yet closed. The amounts recorded to out-of-market contracts are amortized to Contract amortization, net similar to favorable PPA and REC contracts. The Company recorded $9.1 million of contract amortization contra-expense as an increase to revenue related to out-of-market contracts during the period from May 19, 2022 through December 31, 2022. Contract amortization on PPA and REC contract intangible assets and out-of-market contracts is recorded within Contract amortization, net on the Consolidated Statements of Operations. Amortization expense on channel partner relationships and trademark intangible assets is recorded within Depreciation, amortization and accretion on the Consolidated Statements of Operations. Amortization expense related to the Company's finite-lived intangible assets and liabilities (out-of-market contracts) was $17.3 million for the year ended December 31, 2023. This includes $8.1 million of net contract amortization on PPA and REC contract intangible assets and out-of-market contracts, and $9.2 million of amortization expense on channel partner relationships and trademark intangible assets. Amortization expense related to the Company’s finite-lived intangible assets and liabilities (out-of-market contracts) was $17.2 million for the period from May 19, 2022 through December 31, 2022, respectively. This includes $10.5 million of net contract amortization on PPA and REC contract intangible assets and out-of-market contracts and $6.7 million of amortization expense on channel partner relationships and trademark intangible assets. As discussed in Note 8. Property, Plant and Equipment, the Company determined that there was an impairment of an intangible asset contract and, as such, recorded a charge of $59.3 million associated with a certain renewable energy asset, of which $7.3 million was associated with the plant and equipment asset, and the remainder of which was associated with the related favorable PPA contracts. Estimated future amortization expense, net for the above amortizable intangible assets and out-of-market contracts for the remaining periods through December 31, 2023 as follows: (in thousands) Amortization Expense 2024 $ 23,202 2025 27,215 2026 26,666 2027 26,167 2028 25,791 Thereafter 129,388 Total $ 258,429 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 10. Leases Lessee Arrangements The Company has site lease agreements with various entities for the properties where renewable energy facilities have been constructed which provide the right to own and operate the projects on land and rooftops. The Company’s most significant lease liabilities relate to real estate leases that have initial contract lease terms ranging from one Leases are classified as either operating or financing. For operating leases, the Company has recognized a lease liability equal to the present value of the remaining lease payments, and a ROU asset equal to the lease liability, subject to certain adjustments, such as for prepaid rents. The Company used its incremental borrowing rate to determine the present value of the lease payments. Operating leases result in a straight-line lease expense, while finance leases result in a front-loaded expense pattern. There were no impairment indicators identified during the year ended December 31, 2023 or the period from May 19, 2022 through December 31, 2022 that required an impairment test for the Company’s ROU assets in accordance with ASC 360. The components of lease expense and supplemental cash flow information related to leases for the periods indicated are as follows: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Lease cost Finance lease cost Amortization of right-of-use assets $ 39 $ — Interest on lease liabilities 11 — Total finance lease cost 50 — Operating lease cost 9,916 6,110 Short-term lease cost 339 131 Variable lease cost 1,525 644 Total lease cost $ 11,830 $ 6,885 The following table presents supplemental cash flow and other information related to our leases: (dollars in thousands) December 31, 2023 December 31, 2022 Other information Cash paid for amounts included in the measurement of lease liabilities (1) $ 7,975 $ 3,676 Operating cash flows from finance leases (1) $ (11) $ — Operating cash flows from operating leases (1) $ (7,908) $ (3,676) Financing cash flows from finance leases (1) $ (56) $ — ROU assets obtained in exchange for new finance lease liabilities $ 88 $ — ROU assets obtained in exchange for new operating lease liabilities $ 10,091 $ 110,412 Weighted average remaining lease term – finance leases 3.2 years N/A Weighted average remaining lease term – operating leases 28.3 years 28.0 years Weighted average discount rate – finance leases 5.69% — % Weighted average discount rate – operating leases 6.61% 6.73 % (1) Supplemental cash flow information presented for the year ended December 31, 2022 is attributable to the prorated period from May 19, 2022 (the date of the Acquisition) through December 31, 2022. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, operating lease cost included $0.7 million and $0.4 million, respectively, associated with leases embedded in PPAs for which no or de minimis payments are made. The Company estimates the fair value of the lease payments and grosses up both revenue and expense by this amount. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, operating lease cost also included $0.8 million and $0.7 million, respectively, of lease cost capitalized to the cost of projects during development and construction. The supplemental balance sheet information related to leases for the periods indicated are as follows: (in thousands) December 31, 2023 December 31, 2022 Operating leases Operating lease assets $ 108,606 $ 102,595 Operating lease liabilities, current (2,262) (2,193) Operating lease liabilities, noncurrent (108,406) (101,281) Total operating lease liabilities $ (110,668) $ (103,474) Finance leases Property, plant and equipment, at cost $ 65 $ — Accumulated depreciation (13) — Property, plant and equipment, net 52 — Other current liabilities (16) — Other long-term liabilities (37) — Total finance lease liabilities $ (53) $ — Operating lease assets and operating lease liabilities, current, are recorded in Other noncurrent assets Other current liabilities Maturities of the Company’s lease liabilities are as follows: (in thousands) Year Ending Operating Leases Finance Leases 2024 $ 8,806 $ 18 2025 9,105 18 2026 9,098 18 2027 9,097 4 2028 9,092 — Thereafter 212,740 — Total lease payments 257,938 58 Less: Imputed interest (147,270) (5) Present value of lease liabilities $ 110,668 $ 53 Lessor Arrangements A portion of the Company’s operating revenues are generated from delivering electricity and related products from owned solar and wind renewable energy facilities under PPAs in which the Company is the lessor. In addition, the Company has certain energy optimization service agreements that involve the use of a battery in which the Company is the lessor. For these PPAs, revenue is recognized when electricity is delivered and is accounted for as rental income under the lease standard. The adoption of ASC 842 did not have an impact on the accounting policy for rental income from the Company’s PPAs in which it is the lessor. The Company elected the package of practical expedients available under ASC 842, which did not require the Company to reassess its lease classification from ASC Topic 840, Other Assets and Deferred Costs. Additionally, the Company elected the practical expedient to not separate lease and non-lease components for lessors. This election allows energy (lease component) and RECs (non-lease components) under bundled PPAs to be accounted for as a singular lease unit of account under ASC 842. The Company’s PPAs do not contain any residual value guarantees or material restrictive covenants. Certain of the Company’s PPAs related to its solar or wind generating plants qualify as operating leases with remaining terms through 2047. Certain agreements include renewal, termination or purchase options. Property subject to operating leases where the Company or one of its subsidiaries is the lessor is included in Property, plant and equipment, net on the Consolidated Balance Sheets, and rental income from these leases is included in Energy revenue on the Consolidated Statements of Operations. Lease income is based on energy generation, and therefore all rental income is variable under these leases. The variable lease income related to these agreements for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was $10.1 million and $6.0 million, respectively. Variable lease income is included in Energy revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company’s solar and wind generating plants subject to these leases had a total carrying value of $61.7 million and $67.4 million, respectively. Certain of the Company’s energy optimization service agreements qualify as operating leases with remaining terms through 2031. Lease income under these agreements is generally fixed and recognized on a straight-line basis over the term of the lease. The lease income related to these agreements for the year ended December 31, 2023 was not material and is not expected to be material for the ensuing five years. |
Leases | Note 10. Leases Lessee Arrangements The Company has site lease agreements with various entities for the properties where renewable energy facilities have been constructed which provide the right to own and operate the projects on land and rooftops. The Company’s most significant lease liabilities relate to real estate leases that have initial contract lease terms ranging from one Leases are classified as either operating or financing. For operating leases, the Company has recognized a lease liability equal to the present value of the remaining lease payments, and a ROU asset equal to the lease liability, subject to certain adjustments, such as for prepaid rents. The Company used its incremental borrowing rate to determine the present value of the lease payments. Operating leases result in a straight-line lease expense, while finance leases result in a front-loaded expense pattern. There were no impairment indicators identified during the year ended December 31, 2023 or the period from May 19, 2022 through December 31, 2022 that required an impairment test for the Company’s ROU assets in accordance with ASC 360. The components of lease expense and supplemental cash flow information related to leases for the periods indicated are as follows: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Lease cost Finance lease cost Amortization of right-of-use assets $ 39 $ — Interest on lease liabilities 11 — Total finance lease cost 50 — Operating lease cost 9,916 6,110 Short-term lease cost 339 131 Variable lease cost 1,525 644 Total lease cost $ 11,830 $ 6,885 The following table presents supplemental cash flow and other information related to our leases: (dollars in thousands) December 31, 2023 December 31, 2022 Other information Cash paid for amounts included in the measurement of lease liabilities (1) $ 7,975 $ 3,676 Operating cash flows from finance leases (1) $ (11) $ — Operating cash flows from operating leases (1) $ (7,908) $ (3,676) Financing cash flows from finance leases (1) $ (56) $ — ROU assets obtained in exchange for new finance lease liabilities $ 88 $ — ROU assets obtained in exchange for new operating lease liabilities $ 10,091 $ 110,412 Weighted average remaining lease term – finance leases 3.2 years N/A Weighted average remaining lease term – operating leases 28.3 years 28.0 years Weighted average discount rate – finance leases 5.69% — % Weighted average discount rate – operating leases 6.61% 6.73 % (1) Supplemental cash flow information presented for the year ended December 31, 2022 is attributable to the prorated period from May 19, 2022 (the date of the Acquisition) through December 31, 2022. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, operating lease cost included $0.7 million and $0.4 million, respectively, associated with leases embedded in PPAs for which no or de minimis payments are made. The Company estimates the fair value of the lease payments and grosses up both revenue and expense by this amount. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, operating lease cost also included $0.8 million and $0.7 million, respectively, of lease cost capitalized to the cost of projects during development and construction. The supplemental balance sheet information related to leases for the periods indicated are as follows: (in thousands) December 31, 2023 December 31, 2022 Operating leases Operating lease assets $ 108,606 $ 102,595 Operating lease liabilities, current (2,262) (2,193) Operating lease liabilities, noncurrent (108,406) (101,281) Total operating lease liabilities $ (110,668) $ (103,474) Finance leases Property, plant and equipment, at cost $ 65 $ — Accumulated depreciation (13) — Property, plant and equipment, net 52 — Other current liabilities (16) — Other long-term liabilities (37) — Total finance lease liabilities $ (53) $ — Operating lease assets and operating lease liabilities, current, are recorded in Other noncurrent assets Other current liabilities Maturities of the Company’s lease liabilities are as follows: (in thousands) Year Ending Operating Leases Finance Leases 2024 $ 8,806 $ 18 2025 9,105 18 2026 9,098 18 2027 9,097 4 2028 9,092 — Thereafter 212,740 — Total lease payments 257,938 58 Less: Imputed interest (147,270) (5) Present value of lease liabilities $ 110,668 $ 53 Lessor Arrangements A portion of the Company’s operating revenues are generated from delivering electricity and related products from owned solar and wind renewable energy facilities under PPAs in which the Company is the lessor. In addition, the Company has certain energy optimization service agreements that involve the use of a battery in which the Company is the lessor. For these PPAs, revenue is recognized when electricity is delivered and is accounted for as rental income under the lease standard. The adoption of ASC 842 did not have an impact on the accounting policy for rental income from the Company’s PPAs in which it is the lessor. The Company elected the package of practical expedients available under ASC 842, which did not require the Company to reassess its lease classification from ASC Topic 840, Other Assets and Deferred Costs. Additionally, the Company elected the practical expedient to not separate lease and non-lease components for lessors. This election allows energy (lease component) and RECs (non-lease components) under bundled PPAs to be accounted for as a singular lease unit of account under ASC 842. The Company’s PPAs do not contain any residual value guarantees or material restrictive covenants. Certain of the Company’s PPAs related to its solar or wind generating plants qualify as operating leases with remaining terms through 2047. Certain agreements include renewal, termination or purchase options. Property subject to operating leases where the Company or one of its subsidiaries is the lessor is included in Property, plant and equipment, net on the Consolidated Balance Sheets, and rental income from these leases is included in Energy revenue on the Consolidated Statements of Operations. Lease income is based on energy generation, and therefore all rental income is variable under these leases. The variable lease income related to these agreements for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was $10.1 million and $6.0 million, respectively. Variable lease income is included in Energy revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company’s solar and wind generating plants subject to these leases had a total carrying value of $61.7 million and $67.4 million, respectively. Certain of the Company’s energy optimization service agreements qualify as operating leases with remaining terms through 2031. Lease income under these agreements is generally fixed and recognized on a straight-line basis over the term of the lease. The lease income related to these agreements for the year ended December 31, 2023 was not material and is not expected to be material for the ensuing five years. |
Leases | Note 10. Leases Lessee Arrangements The Company has site lease agreements with various entities for the properties where renewable energy facilities have been constructed which provide the right to own and operate the projects on land and rooftops. The Company’s most significant lease liabilities relate to real estate leases that have initial contract lease terms ranging from one Leases are classified as either operating or financing. For operating leases, the Company has recognized a lease liability equal to the present value of the remaining lease payments, and a ROU asset equal to the lease liability, subject to certain adjustments, such as for prepaid rents. The Company used its incremental borrowing rate to determine the present value of the lease payments. Operating leases result in a straight-line lease expense, while finance leases result in a front-loaded expense pattern. There were no impairment indicators identified during the year ended December 31, 2023 or the period from May 19, 2022 through December 31, 2022 that required an impairment test for the Company’s ROU assets in accordance with ASC 360. The components of lease expense and supplemental cash flow information related to leases for the periods indicated are as follows: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Lease cost Finance lease cost Amortization of right-of-use assets $ 39 $ — Interest on lease liabilities 11 — Total finance lease cost 50 — Operating lease cost 9,916 6,110 Short-term lease cost 339 131 Variable lease cost 1,525 644 Total lease cost $ 11,830 $ 6,885 The following table presents supplemental cash flow and other information related to our leases: (dollars in thousands) December 31, 2023 December 31, 2022 Other information Cash paid for amounts included in the measurement of lease liabilities (1) $ 7,975 $ 3,676 Operating cash flows from finance leases (1) $ (11) $ — Operating cash flows from operating leases (1) $ (7,908) $ (3,676) Financing cash flows from finance leases (1) $ (56) $ — ROU assets obtained in exchange for new finance lease liabilities $ 88 $ — ROU assets obtained in exchange for new operating lease liabilities $ 10,091 $ 110,412 Weighted average remaining lease term – finance leases 3.2 years N/A Weighted average remaining lease term – operating leases 28.3 years 28.0 years Weighted average discount rate – finance leases 5.69% — % Weighted average discount rate – operating leases 6.61% 6.73 % (1) Supplemental cash flow information presented for the year ended December 31, 2022 is attributable to the prorated period from May 19, 2022 (the date of the Acquisition) through December 31, 2022. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, operating lease cost included $0.7 million and $0.4 million, respectively, associated with leases embedded in PPAs for which no or de minimis payments are made. The Company estimates the fair value of the lease payments and grosses up both revenue and expense by this amount. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, operating lease cost also included $0.8 million and $0.7 million, respectively, of lease cost capitalized to the cost of projects during development and construction. The supplemental balance sheet information related to leases for the periods indicated are as follows: (in thousands) December 31, 2023 December 31, 2022 Operating leases Operating lease assets $ 108,606 $ 102,595 Operating lease liabilities, current (2,262) (2,193) Operating lease liabilities, noncurrent (108,406) (101,281) Total operating lease liabilities $ (110,668) $ (103,474) Finance leases Property, plant and equipment, at cost $ 65 $ — Accumulated depreciation (13) — Property, plant and equipment, net 52 — Other current liabilities (16) — Other long-term liabilities (37) — Total finance lease liabilities $ (53) $ — Operating lease assets and operating lease liabilities, current, are recorded in Other noncurrent assets Other current liabilities Maturities of the Company’s lease liabilities are as follows: (in thousands) Year Ending Operating Leases Finance Leases 2024 $ 8,806 $ 18 2025 9,105 18 2026 9,098 18 2027 9,097 4 2028 9,092 — Thereafter 212,740 — Total lease payments 257,938 58 Less: Imputed interest (147,270) (5) Present value of lease liabilities $ 110,668 $ 53 Lessor Arrangements A portion of the Company’s operating revenues are generated from delivering electricity and related products from owned solar and wind renewable energy facilities under PPAs in which the Company is the lessor. In addition, the Company has certain energy optimization service agreements that involve the use of a battery in which the Company is the lessor. For these PPAs, revenue is recognized when electricity is delivered and is accounted for as rental income under the lease standard. The adoption of ASC 842 did not have an impact on the accounting policy for rental income from the Company’s PPAs in which it is the lessor. The Company elected the package of practical expedients available under ASC 842, which did not require the Company to reassess its lease classification from ASC Topic 840, Other Assets and Deferred Costs. Additionally, the Company elected the practical expedient to not separate lease and non-lease components for lessors. This election allows energy (lease component) and RECs (non-lease components) under bundled PPAs to be accounted for as a singular lease unit of account under ASC 842. The Company’s PPAs do not contain any residual value guarantees or material restrictive covenants. Certain of the Company’s PPAs related to its solar or wind generating plants qualify as operating leases with remaining terms through 2047. Certain agreements include renewal, termination or purchase options. Property subject to operating leases where the Company or one of its subsidiaries is the lessor is included in Property, plant and equipment, net on the Consolidated Balance Sheets, and rental income from these leases is included in Energy revenue on the Consolidated Statements of Operations. Lease income is based on energy generation, and therefore all rental income is variable under these leases. The variable lease income related to these agreements for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was $10.1 million and $6.0 million, respectively. Variable lease income is included in Energy revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company’s solar and wind generating plants subject to these leases had a total carrying value of $61.7 million and $67.4 million, respectively. Certain of the Company’s energy optimization service agreements qualify as operating leases with remaining terms through 2031. Lease income under these agreements is generally fixed and recognized on a straight-line basis over the term of the lease. The lease income related to these agreements for the year ended December 31, 2023 was not material and is not expected to be material for the ensuing five years. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 11. Debt The Company has entered into credit facilities and loan agreements through its subsidiaries, as described below. (dollars in thousands) Outstanding as of December 31, 2023 Outstanding as of December 31, 2022 Interest rate Maturity date GREC Entity HoldCo (1) $ 65,951 $ 74,197 Daily SOFR + 1.85% June 20, 2025 Midway III Manager LLC 13,932 14,610 3 mo. SOFR + 1.73% September 28, 2025 Trillium Manager LLC 68,785 72,737 Daily SOFR + 1.98% June 9, 2027 GB Wind Holdco LLC (2) 50,408 122,684 3 mo. SOFR + 1.38% Various (3) Greenbacker Wind Holdings II LLC 70,628 72,477 3 mo. SOFR + 1.98% December 31, 2026 Conic Manager LLC 23,363 24,356 3 mo. SOFR + 1.75% August 8, 2026 Turquoise Manager LLC 30,994 31,687 3 mo. SOFR + 1.35% December 23, 2027 Eagle Valley Clean Energy LLC 35,389 35,112 Various (4) January 2, 2057 Eagle Valley Clean Energy LLC (Premium financing agreement) — 1,064 6.99% November 30, 2023 (5) Greenbacker Equipment Acquisition Company LLC — 6,500 Prime + 1.00% December 31, 2023 (6) ECA Finco I, LLC 18,563 19,757 3 mo. SOFR + 2.60% February 25, 2028 GB Solar TE 2020 Manager LLC 18,506 19,182 3 mo. SOFR + 1.88% October 30, 2026 Sego Lily Solar Manager LLC 133,898 137,445 3 mo. SOFR + 1.53% June 30, 2028 Celadon Manager LLC 72,853 61,925 Daily SOFR + 1.60% February 18, 2029 GRP II Borealis Solar LLC 40,646 41,788 3 mo. SOFR + 2.00% June 30, 2027 Ponderosa Manager LLC 88,594 147,080 3 mo. SOFR + 1.40% October 4, 2029 (7) PRC Nemasket LLC 41,806 44,488 Daily SOFR + 1.25% November 1, 2029 GREC Holdings 1 LLC 74,594 60,000 1 mo. SOFR + Applicable Margin (8) November 29, 2027 Dogwood GB Manager LLC 57,463 — 1 mo. SOFR + 1.63% March 29, 2030 GREC Warehouse Holdings I LLC 155,558 — 3 mo. SOFR + 2.03% August 11, 2026 Total debt $ 1,061,931 $ 987,089 Less: Total unamortized discount and deferred financing fees (43,679) (40,459) Less: Current portion of long-term debt (9) (82,855) (95,870) Total long-term debt, net $ 935,397 $ 850,760 (1) See the description of the credit agreement below for a discussion of GREC Entity HoldCo’s non-compliance with the debt service coverage ratio (as defined in the credit agreement) as of and for the fiscal quarter ended December 31, 2023. (2) The GB Wind Holdco LLC tax equity bridge loans totaling $69.5 million were paid in full, and $63.1 million was paid on the term loan facility with proceeds from the Company’s failed sale-leaseback arrangements in November and December 2023. In addition, in the year ended December 31, 2023, there were additional borrowings of $69.5 million offset by $9.2 million of repayments in the ordinary course of business. (3) The GB Wind Holdco LLC tax equity bridge loan and repower term loans mature on March 31, 2024 and December 31, 2027, respectively. (4) Eagle Valley Clean Energy LLC’s loan includes a term loan that bears interest at a fixed rate of 1.69% and a loan governed by a debt settlement agreement that bears interest at a fixed rate of 1.91%. (5) The loan was paid in full in October 2023. (6) On October 23, 2023, the maturity date was amended to December 31, 2023 in the Fourth Amendment to the Loan and Security Agreement. The loan was paid in full in December 2023. (7) The Ponderosa Manager LLC tax equity bridge loan of $34.5 million was paid in full in October 2023. (8) GREC Holdings 1 LLC’s loan includes interest on the outstanding principal at the term SOFR index rate plus a spread adjustment plus applicable margin (spread adjustment of 0.10%; applicable margin ranging between 1.75% and 2.00%). (9) Adjusted for $6.1 million of unamortized debt discount and deferred financing fees pertaining to current portion of long-term debt of $88.9 million. During the years ended December 31, 2023 and 2022, the Company entered into new or modified existing debt facilities as noted below: GREC Holdings 1 LLC On November 29, 2022, GREC Holdings 1 LLC entered into a credit agreement with a syndicate of lenders for an aggregate revolving credit facility commitment of $150.0 million with the allowance for increases of credit of no more than $50.0 million. On March 21, 2023, the facility was amended to increase the aggregate commitment to $200.0 million. Advances under the revolving credit facility, through the maturity date of November 29, 2027, will bear interest at the term SOFR index rate plus a spread adjustment plus applicable margin (spread adjustment of 0.10%; applicable margin ranging between 1.75% and 2.00%), and base rate loans will bear interest of the base rate plus applicable margin (base rate being greatest of prime rate, index floor, or federal funds rate plus 0.50%; applicable margin ranging between 0.75% and 1.00%). Dogwood GB Manager LLC On March 29, 2023, Dogwood GB Manager LLC entered into a loan agreement with a syndicate of lenders to provide a term loan in an aggregate principal amount of up to $47.1 million. On May 30, 2023, the loan agreement was amended to increase the aggregate principal amount up to $90.6 million. The loan is secured by a first-priority security interest in all assets of Dogwood GB Manager LLC, including a pledge of (a) Dogwood GB Manager LLC's interest in Dogwood Holdings LLC, and (b) GREC Holdings 1 LLC's ownership interests in Dogwood GB Manager LLC. The interest rate on the loan is one-month SOFR plus an applicable margin, which is 1.63% per annum through the fourth anniversary of the closing date and 1.75% per annum after the fourth anniversary of the closing date. Thereafter, the interest rate will increase by 0.12% for each fourth anniversary. The borrower is only required to pay interest in quarterly installments through the fifth anniversary of the closing date, and thereafter is required to pay quarterly installments of principal and interest through the maturity date, March 29, 2030. GREC Warehouse Holdings I LLC On August 11, 2023, GREC Warehouse Holdings 1 LLC entered into a credit agreement with a syndicate of lenders for an aggregate revolving credit facility commitment of $75.0 million with the allowance for increases of credit of no more than $175.0 million. On October 16, 2023, the credit agreement was amended to increase the commitment to $225.0 million with the allowance for increases of credit of no more than $25.0 million. The revolving credit facility will bear interest at the three-month SOFR plus an applicable margin, which is 2.03% through the second anniversary of the closing date and 2.28% per annum after the second anniversary of the closing date through the maturity date, August 11, 2026. Borrowings under the credit facility are secured by certain equity interests in the borrower and its wholly owned subsidiaries held by indirect wholly owned subsidiaries of the Company. GB Wind Holdco LLC On September 15, 2023 and November 14, 2023, the GB Wind Holdco LLC loan agreement was amended and restated to provide financing in connection with the repower of certain wind facilities. The loan bears interest at the three-month SOFR 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 through the applicable maturity date. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of December 31, 2027, at which point all unpaid principal, interest, fees, cost, and all other obligations with respect to the term loan shall be due and payable. The tax equity bridge loans bear interest at the three-month SOFR rate plus an applicable margin, which is 1.3% per annum. Principal and interest payments for the tax equity bridge loans shall be made on the applicable maturity dates for the applicable repowering projects, currently only applicable to one of the repower projects through the scheduled maturity date of March 31, 2024. 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 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 SOFR plus an applicable margin, which is 1.53% 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 June 30, 2028. Celadon Manager LLC On February 18, 2022, Celadon Manager LLC entered into a loan agreement syndicated with 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 1.60% 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. Ponderosa Manager LLC On July 26, 2022, Ponderosa Manager LLC and Utility Solar AcquisitionCo 2022 LLC jointly entered into a financing agreement syndicated with various lenders who agreed to provide certain construction, ITC bridge and aggregation loan facilities in an amount not to exceed $173.4 million. The construction and aggregation loan facilities reached the end of their availability periods in 2023. On October 4, 2023, the Company repaid the ITC bridge loan and the construction aggregation loans were converted into a term loan. The term loan bears interest at SOFR plus 1.4% through the maturity date of October 4, 2029. PRC Nemasket LLC On November 1, 2022, PRC Nemasket LLC entered into a financing agreement. The lenders agreed to provide a term loan not to exceed $45.0 million in aggregate. The principal of the term loan shall be due and payable in quarterly principal installments, with final payment due on the maturity date, November 1, 2029. The banks also agreed to extend letters of credit to the borrower not to exceed $2.5 million in aggregate. The letters of credit have an expiration date agreed to at the time of issuance, with an expiration date of no more than twelve months after the date of the of letter issuance. All loans bear interest at SOFR with an applicable margin of 1.25%, increasing to 1.38% after the fourth anniversary of the closing date. GREC Entity HoldCo On November 25, 2021, GREC Entity HoldCo converted its loan to a term loan with a maturity on June 20, 2025. The loan bears interest at a rate equal to the daily SOFR rate plus 1.85%. The loan is secured by, among other customary interests, a pledge of all of the issued and outstanding equity interests of GREC Entity HoldCo as a collateral for this credit agreement. The credit agreement was amended to eliminate any guarantee from either GREC LLC or GREC in November 2022. As of and for the fiscal quarter ended December 31, 2023, GREC Entity HoldCo was not in compliance with the debt service coverage ratio (as defined in the credit agreement) for this credit agreement, which resulted in the Company’s classification of the debt to the current liability as of December 31, 2023. A default under the credit agreement permits the administrative agent, among other things, to declare all or any part of the outstanding principal amount of the loans under the credit agreement and related interest immediately due and payable. The Company is working in good faith with the lender to secure a waiver of default. While the Company expects to receive a waiver of default, there is no guarantee that the company will receive such waiver. Further, there are no cross-defaults associated with this technical default. The Company has entered into interest rate swap contracts to manage the interest rate risk associated with its outstanding borrowings. Refer to Note 12. Derivative Instruments for further discussion. The following table shows the components of interest expense related to the Company’s borrowings for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Loan interest (1) $ 54,615 $ 16,093 Commitment / letter of credit fees 2,986 2,013 Amortization of deferred financing fees and discount 6,690 1,533 Interest capitalized (23,378) (4,614) Total $ 40,913 $ 15,025 (1) Includes interest rate swap settlements in the amount of $26.7 million as a reduction of loan interest. Interest expense disclosed in the table above is included within Interest expense, net on the Consolidated Statements of Operations. The principal payments due on borrowings for each of the next five years ending December 31, 2023 and thereafter, are as follows: (in thousands) Period ending December 31, Principal Payments 2024 $ 88,917 2025 39,546 2026 277,490 2027 255,582 2028 133,462 Thereafter 266,934 $ 1,061,931 Other Financing Arrangements In November and December 2023, the Company entered into sale-leaseback arrangements related to certain wind assets with an initial lease term of 9.3 and 20.0 years, respectively, for total cash proceeds of $240.9 million. The Company utilized the proceeds to pay down $132.6 million of existing debt and $1.0 million in transaction costs. Under the lease agreements, the Company is required to make total lease payments of $158.6 million over the respective lease terms. In addition, in accordance with the lease agreements, the Company has an early buyout option in December 2029. The early buyout option is defined as the fair market value of the project at the buyout date or an amount set forth in the lease agreement, whichever is greater. As part of the arrangement, the Company will still operate and earn revenues from the facilities throughout the lease term while the lessor will be entitled to all available tax credits. As part of the sale-leaseback transaction, the Company entered into a tax indemnity agreement. As part of the agreement, with respect to the leased assets, the lessor holds indemnification rights related to a disallowance or reduction of assumed tax deductions and tax credits. Subject to certain requirements set forth within the tax indemnity agreement, the Company would be required to pay the lessor for all reduced or disallowed tax deductions and credits. The sale-leaseback arrangements did not meet the criteria of a sale for accounting purposes. As such, the Company accounted for these transactions as a failed sale-leaseback and financing arrangements. As of December 31, 2023, the Company recorded $69.4 million and $169.8 million of financing obligations within Current portion of failed sale-leaseback financing and Failed sale-leaseback financing, net of current portion, respectively, on the Consolidated Balance Sheets. In connection with the transaction, the Company recorded origination costs as an offset to the failed sale-leaseback financing liability. As of December 31, 2023, the Company recorded $0.3 million and $1.4 million of origination costs which are recorded as a reduction to Current portion of failed sale-leaseback financing and Failed sale-leaseback financing, net of current portion, respectively, on the Consolidated Balance Sheets. The future payments on failed sale-leaseback financing arrangements for each of the next five years ending December 31, 2023 and thereafter, are as follows: (in thousands) Period ending December 31, Future Payments 2024 $ 69,722 2025 9,685 2026 9,900 2027 10,046 2028 10,028 Thereafter 49,201 Total lease payments $ 158,582 On January 5, 2018, the LLC, through GREC HoldCo, entered into a credit facility agreement (the “Credit Facility”). The Credit Facility consisted of a loan of up to the lesser of $60.0 million or a borrowing base amount based on various solar projects that act as collateral for the Credit Facility, of which approximately $25.7 million was drawn down at closing. The Credit Facility allowed for additional drawdowns through December 31, 2018 and converted to a term loan with a maturity on January 5, 2024. On June 20, 2019, the LLC, through GREC HoldCo, entered into an amended and restated credit agreement (the “New Credit Facility”). The New Credit Facility consists of a loan of up to the lesser of $110.0 million or a borrowing base amount based on various solar projects that act as collateral for the credit facility, of which approximately $58.3 million was drawn down at closing. In November 2020, the LLC, through GREC HoldCo, entered into the Second Amended and Restated Credit Agreement, which amends the New Credit Facility to make available a non-revolving line of credit facility that will convert into a term loan facility and a letter of credit facility. The commitments of the lenders aggregate to $97.8 million between existing term loans, future committed loans and letters of credit, of which approximately $90.7 million was drawn at closing. The New Credit Facility allows for additional drawdowns through November 25, 2021, at which point the outstanding loans shall convert to an additional term loan that matures on June 20, 2025. The LLC used the net proceeds of borrowings under the New Credit Facility for investment in additional alternative energy power generation assets that are anticipated to become projects and for other general corporate purposes. Loans made under the New Credit Facility bear interest at 1.75% in excess of the three-month LIBOR. Prior to the New Credit Facility converting to a term loan, quarterly commitment fees on the average daily unused portion of the Credit Facility were payable at a rate per annum of 0.50%. Borrowings under the New Credit Facility are back-leveraged and secured by all of the assets of GREC HoldCo and the equity interests of each direct and indirect subsidiary of the LLC. The LLC, GREC and each direct and indirect subsidiary of the LLC are guarantors of the LLC’s obligations under the New Credit Facility. GREC has pledged all of the equity interests of GREC HoldCo as collateral for the New Credit Facility. Regarding the Credit Facility, the LLC has entered into five separate interest rate swap agreements as economic hedges. The first swap, with a trade date of June 15, 2017, an effective date of June 30, 2018 and an initial notional amount of $20.9 million was used to swap the floating-rate interest payments on an additional principal amount of the Credit Facility, for a corresponding fixed payment. The fixed swap rate is 2.26%. The second swap, with a trade date of January 11, 2018, an effective date of December 31, 2018 and an initial notional amount of $29.6 million was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.65%. The third swap, with a trade date of February 7, 2018, an effective date of December 31, 2018 and an initial notional amount of $4.2 million was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.97%. The fourth swap, with a trade date of January 2, 2019, an effective date of September 30, 2019 and an initial notional amount of $38.2 million was used to swap the floating-rate interest payments on the 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, GREC entered into a $15.0 million revolving letter of credit facility (“LC Facility”) agreement. On January 30, 2020, the LC Facility was amended to include an equipment loan, and the amount of $5.6 million was drawn down under the equipment facility loan. On March 18, 2020, a repayment of $1.9 million was made, reducing the outstanding balance of the equipment facility loan. On June 9, 2020, a repayment of the remaining outstanding balance occurred. In October 2020, the LC Facility agreement was amended to increase the aggregate principal amount to $22.5 million. On April 1, 2021, the LC Facility agreement was amended to maintain cash collateral in an amount equal to 100.00% of the outstanding obligation and the letter of credit fee was reduced from 2.25% to 0.75%. On June 3, 2021, the LC Facility agreement was amended to extend the maturity date to September 4, 2021. On September 3, 2021, the LC Facility agreement was amended to extend the maturity date to September 4, 2022. On September 28, 2021, the LC Facility agreement was amended to increase the aggregate principal amount to $32.5 million. On February 2, 2022, the LC Facility agreement was amended to increase the aggregate principal amount to $40.0 million. The following table shows the components of interest expense related to the LLC's borrowings for the period from January 1, 2022 through May 18, 2022: (dollars in thousands) For the period from January 1, 2022 through May 18, 2022 Credit Facility commitment fee $ 136 Credit Facility loan interest 658 Amortization of deferred financing costs 520 Total $ 1,314 Weighted average interest rate on Credit Facility 2.0 % Weighted average outstanding balance of Credit Facility $ 81,708 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 12. Derivative Instruments The Company manages interest rate risk primarily through the use of derivative financial instruments. Cash Flow Hedges of Interest Rate Risk The Company’s objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company, through its wholly owned subsidiaries, has entered into interest rate swaps as part of its interest rate risk management strategy. Certain of these interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed interest rate payments at fixed rates. These fixed rates, for all interest rate swaps regardless of designation, range between 0.41% and 4.37%. The following tables reflect the location and estimated fair value positions of derivative contracts at: (in thousands) December 31, 2023 Balance sheet location Outstanding notional amount Fair Value - Assets Fair Value - (Liabilities) Derivatives Designated as Hedging Instruments Interest rate swap contracts Derivative assets, current / Derivative assets / (Derivative liabilities) $ 861,322 $ 98,669 $ (489) Derivatives Not Designated as Hedging Instruments Interest rate swap contracts Derivative assets, current / Derivative assets / (Derivative liabilities) 463,063 43,499 (5,344) Total $ 1,324,385 $ 142,168 $ (5,833) As of December 31, 2023, the notional amount for derivatives designated as hedging instruments includes $751.2 million associated with currently effective swaps and $110.1 million associated with forward starting swaps. The notional amount for derivatives not designated as hedging instruments includes $112.6 million associated with swaps currently in effect, $65.7 million associated with forward starting swaps, and $284.7 million associated with a deal contingent swap. The interest rate swaps have maturities between 2025 and 2050. (in thousands) December 31, 2022 Derivatives Designated as Hedging Instruments Balance sheet location Outstanding notional amount Fair Value - Assets Fair Value - (Liabilities) Interest rate swap contracts Derivative assets / (Other liabilities) $ 1,527,814 $ 195,840 $ — As of December 31, 2022, the notional amount includes $700.8 million associated with currently effective swaps, $542.3 million associated with forward starting swaps, and $284.7 million associated with deal contingent swaps. All swaps were designated as hedging instruments as of December 31, 2022. The following table provides information on the fair value of derivative contracts as recorded in the Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Operations: Year ended December 31, 2023 (in thousands) Derivatives Designated as Hedging Instruments Derivatives Not Designated as Hedging Instruments Consolidated Other Comprehensive (Loss) Income Loss recognized in other comprehensive income $ (20,545) $ — Amortization of off-market derivatives 6,974 (224) Less: Taxes on total net loss recognized in other comprehensive income 3,633 — Consolidated Statements of Operations Change in unrealized gain of interest rate swaps, net 6,546 11,217 Realized gain on interest rate swaps, net 2,428 — For the period from May 19, 2022 through December 31, 2022 (in thousands) Derivatives Designated as Hedging Instruments Derivatives Not Designated as Hedging Instruments Consolidated Other Comprehensive (Loss) Income Gain recognized in other comprehensive income $ 74,086 $ — Amortization of off-market derivatives 2,056 — Less: Taxes on total net gain recognized in other comprehensive income (20,048) — Consolidated Statements of Operations Change in unrealized loss of interest rate swaps, net (249) — Realized loss on interest rate swaps, net (1,322) — 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 are subsequently reclassified to earnings when the hedged transaction affects earnings. The Company assesses the effectiveness of each hedging relationship by utilizing a statistical regression analysis. For derivatives not designated in a hedging relationship, the changes in fair value of the derivative are reported immediately in earnings. Amounts reported in accumulated other comprehensive income related to designated derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable rate liabilities. During the next twelve months, the Company estimates that existing gains of $22.8 million currently reflected in Accumulated other comprehensive income will be reclassified to earnings as a decrease in interest expense as interest payments are made. From time to time, the Company designates interest rate swaps when they have a non-zero fair value. In particular, on the date that the Company transitioned from Investment Basis to Non-Investment Basis, the Company designated all of its then existing interest rate swaps as cash flow hedges. The non-zero fair value of these cash flow hedges on the designation date is recognized into income under a systematic and rational method over the life of the hedging instrument and is presented in the same line item on the Consolidated Statements of Operations as the earnings effect of the hedged item, with the offset recorded to Other comprehensive income (loss). In addition, the Company periodically dedesignates interest rate swaps as hedging instruments voluntarily or in association with the termination of the swaps. When the Company dedesignates a swap as a hedging instrument, the Company evaluates whether the forecasted transactions previously hedged by the interest rate swap are not probable of occurring and, if so, reclassifies the amount recorded in Accumulated other comprehensive income to Unrealized gain (loss) on interest rate swaps, net in the Consolidated Statements of Operations. When the Company determines that the forecasted transactions previously hedged by the interest rate swap are not probable of not occurring, the Company recognizes the amounts within Accumulated other comprehensive income related to the dedesignated interest rate swap into interest expense as the originally forecasted transactions affect earnings. The non-zero designation date value of cash flow hedges and dedesignated cash flow hedges for which the originally forecasted transactions are not probable of not occurring are amortized and reclassified from other comprehensive income to interest expense. For swaps not designated as cash flow hedges, the designation date value will still be amortized and reclassified from other comprehensive income to Interest expense, net in the Consolidated Statements of Operations. As of December 31, 2023, the Company expects $36.1 million to be reclassified from Accumulated other comprehensive income to earnings as an increase to interest expense through 2050; the life of the hedge forecasted transactions. During the next twelve months, the Company estimates that $5.6 million will be reclassified from Accumulated other comprehensive income to earnings as an increase to interest expense associated with the amortization of these non-zero fair value and dedesignated cash flow hedges. On November 12, 2023 and December 29, 2023, the Company amended two existing interest rate swap agreements to reduce the existing notional amount of the swaps, which were designated in an effective hedging relationship. As the hedged forecasted transaction was probable of not occurring, the Company reclassified a $2.4 million gain from Accumulated other comprehensive income to Unrealized gain (loss) on interest rate swaps, net in the Consolidated Statements of Operations. During the year ended December 31, 2023, the Company received $59.6 million in cash and recorded a receivable of $2.5 million as a result of the full or partial termination of interest rate swaps. The Company collected the outstanding receivable of $2.5 million on January 5, 2024. The cash proceeds received are included in Net cash provided by operating activities in the Consolidated Statements of Cash Flows. Additionally, from time to time, the Company utilizes derivative instruments for the purposes of managing interest rate risk on future term debt instruments. Since the debt agreements have not yet closed, in order to lock in the terms, the Company may make payments to be maintained as cash collateral. As of December 31, 2023 and 2022, the Company recorded nil and $1.7 million, respectively, of cash collateral in Other current assets in the Consolidated Balance Sheets. |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 13. Asset Retirement Obligations The following table represents the balance of ARO s as of December 31, 2023, as well as the additions, settlements and accretion related to the Company's ARO s for the year ended December 31, 2023: (in thousands) Balance as of December 31, 2022 $ 31,413 Adjustments in estimates for current obligations (217) Asset retirement obligation settled during current period (337) Asset retirement obligation incurred during current period 1,425 Accretion expense 2,622 Balance as of December 31, 2023 $ 34,906 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes The Company conducts most of its operations through GREC , its taxable wholly owned subsidiary. The Company’s consolidated income tax (benefit) provision consists of the following: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Federal $ (19,269) $ 985 State (2,290) 2,019 Foreign 11 1 Deferred (benefit) provision for income taxes $ (21,548) $ 3,005 The principal differences between the Company’s effective tax rate of 10.9% and (5.2)% on operations and the U.S. federal statutory income tax rate as of December 31, 2023 and 2022, respectively, are as follows: (in thousands) For the year ended December 31, 2023 Percentage For the period from May 19, 2022 through December 31, 2022 Percentage Tax (benefit) at statutory U.S. federal income tax rate $ (41,398) 21.0 % $ (12,002) 21.0 % State income taxes, net of federal benefit (7,050) 3.6 % 937 (1.6) % Noncontrolling interest 20,184 (10.2) % 12,482 (21.8) % Share-based compensation 1,816 (0.9) % 1,441 (2.5) % Federal tax credits (1,293) 0.6 % (2,100) 3.7 % Change in valuation allowance 4,330 (2.2) % 658 (1.2) % Permanent differences (GREC LLC and other - net) 1,863 (1.0) % 1,589 (2.8) % Actual provision for income taxes $ (21,548) 10.9 % $ 3,005 (5.2) % Deferred tax assets (liabilities) reported on the accompanying Consolidated Balance Sheets as of December 31, 2023 and 2022 are as follows: (in thousands) December 31, 2023 December 31, 2022 Net operating losses $ 99,469 $ 98,911 Long-term debt and failed sale-leaseback financing 58,519 — Federal tax credits 17,671 16,252 Operating lease liabilities 13,825 14,282 Asset retirement obligations 5,035 5,287 Disallowed interest — 5,028 Other 3,678 3,571 Total deferred tax assets 198,197 143,331 Less: Valuation allowance (6,500) (2,170) Deferred tax assets, net of valuation allowance $ 191,697 $ 141,161 Property, plant, and equipment $ (77,752) $ (48,090) Investments in flow-through entities taxed as partnerships (68,245) (41,667) Intangibles (54,823) (64,834) Derivative assets (35,900) (51,569) Operating lease assets (13,555) (14,070) Long-term debt — (4,658) Total deferred tax liabilities (250,275) (224,888) Deferred tax liabilities, net $ 58,578 $ 83,727 As of December 31, 2023, the Company’s net deferred tax liability of $58.6 million consists of a deferred tax liability of $58.7 million, offset by a deferred tax asset of $0.1 million, which are recorded to Deferred tax liabilities, net and Other noncurrent assets, respectively, on the Consolidated Balance Sheets. As of December 31, 2022, the Company’s net deferred tax liability of $83.7 million consists of a deferred tax liability of $85.7 million, offset by a deferred tax asset of $1.9 million, which are recorded to Deferred tax liabilities, net and Other noncurrent assets, respectively, on the Consolidated Balance Sheets. As of December 31, 2023, the Company has federal net operating loss carry-forwards of approximately $368.7 million. Approximately $329.2 million of the carry-forward is indefinite-lived with the remaining $39.5 million expiring in 2036 and 2037. Federal tax credit carryforwards are approximately $17.7 million and will expire between 2035 and 2043. As of December 31, 2023, state net operating loss and carryforwards total approximately $412.2 million. Approximately $66.4 million of the net operating loss carry-forward is indefinite-lived with the remaining $345.8 million expiring between 2024 and 2043 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 December 31, 2023, management has applied a partial valuation allowance of $6.5 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. The Company assessed its tax positions for all open tax years as of December 31, 2023 for all U.S. federal and state, and foreign tax jurisdictions for the years 2014 through 2023. The results of this assessment are included in the Company’s tax provision and deferred tax assets as of December 31, 2023. The Company is under audit by federal tax authorities at one of its tax equity partnerships for the fiscal year 2021. There have not been any proposed adjustments at this stage of the examination. The examination is expected to be finalized in the fiscal year 2025. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15. 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 December 31, 2023, the Company is not aware of any legal proceedings that might have a significant adverse impact on the Company. Letters of Credit The Company is required to provide security under the terms of several of its power purchase agreements, permits, lease agreements and other project documents as well as many of its loan agreements. As of December 31, 2023, the Company has provided the requisite security for these agreements in the form of a standby letter of credit of $169.7 million. As of December 31, 2023, the Company had no unused letters of credit. Pledge of Collateral and Unsecured Guarantee of Loans to Subsidiaries Pursuant to various project loan agreements between the Company's subsidiaries and various lenders, the Company has pledged solar and wind operating assets as well as the membership interests in various subsidiaries as collateral for the term loans with maturity dates ranging from June 2025 through January 2057. Investment in To-Be-Constructed Assets and Membership Interest Purchase Commitments Pursuant to various engineering, procurement and construction contracts and membership interest purchase agreements to which certain of the Company's subsidiaries are individually a party, the subsidiaries, and indirectly the Company, have committed an outstanding balance of approximately $1.2 billion to complete construction of the facilities and the closing of the purchase of membership interest pursuant to all conditions being met under such agreements. Based upon current construction and closing schedules, the expectation is that these commitments will be fulfilled between 2024 and 2027. 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 2024 and 2041. As of December 31, 2023, the Company's commitments with third parties under REC sales contracts are as follows: (in thousands) Number of RECs 2024 176 2025 59 2026 55 2027 28 2028 28 Thereafter 174 Total 520 Leases Lease agreements are evaluated at inception to determine whether they represent finance or operating leases. The Company has determined its site leases represent operating leases, and accordingly, minimum rental expense is recognized on a straight-line basis over the lease term beginning with the lease commencement date. For finance leases, the minimum rental expense is recognized in a front-loaded expense pattern. Refer to Note 10. Leases for further discussion of the Company’s future minimum commitments under all non-cancellable leases. Pledge of Parent Company Guarantees Pursuant to various tax equity structures, which are governed by various agreements to which certain of the Company’s subsidiaries are individually a party to, the Company has provided unsecured guarantees to support the commitments and obligations of these underlying tax equity agreements in an amount of $842.7 million as of December 31, 2023. As of December 31, 2023, the Company is not aware of any events that could trigger the Company’s obligations under these guarantees. Refer to Note 1. Organization and Operations of the Company, Note 5. Variable Interest Entities, Note 10. Leases, and Note 16. Related Parties for an additional discussion of the Company’s commitments and contingencies. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 16. Related Parties The related party disclosures as included herein reflect such matters as of May 19, 2022 and prospectively. Certain of the related party agreements and transactions were impacted by the Acquisition and are detailed in Note 4. 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 23.6 thousand Class A shares and 2.8 thousand Class P-D shares. In connection with the Acquisition, all Class A shares and Class P-D shares held by GCM were forfeited, retired and cancelled. The forfeiture, retirement, and cancellation of the shares held by GCM for $0.2 million was recorded to Other capital activity on the Consolidated Statements of Equity. Modified Special Unit In accordance with the terms of the Fourth Operating Agreement, the Special Unitholder was the holder of the Special Unit, which, prior to the completion of the Acquisition, entitled the Special Unitholder to receive the Performance Participation Fee and Liquidation Performance Participation Fee, each as described in detail in Note 4. Related Party Agreements and Transaction Agreements as included in the Notes to the Consolidated Financial Statements as prepared under the Investment Basis. Prior to the Acquisition, under the Fourth Operating Agreement, the “Liquidation Performance Participation Fee” payable to the Special Unitholder was equal to 20.0% of the net proceeds from a liquidation of the Company in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital was defined as the Company's NAV immediately prior to the time of a liquidation or a listing. In the event of any liquidity event that involved a listing of the Company's shares, or a transaction in which the Company’s members received shares of a company that was listed, on a national securities exchange, the Liquidation Performance Participation Fee would have been equal to 20.0% of the amount, if any, by which the Company's listing value following such liquidity event exceeded the adjusted capital, as calculated immediately prior to such listing (the “Listing Premium”). Any such Listing Premium and related Liquidation Performance Participation Fee would be determined and payable in arrears 30 days after the commencement of trading following such liquidity event. Following the Acquisition, under the Fifth Operating Agreement, the “Liquidation Performance Participation Distribution” is payable to the LPU Holder upon the same terms described above with the exception that amounts that may be earned upon the occurrence of a listing of the Company’s shares (or a transaction in which the Company’s members receive shares of a company that is listed) on a national securities exchange are no longer payable in cash, but only in additional Class P-I shares, which will be valued for such purpose at their then fair market value as determined in accordance with the terms of the Fifth Operating Agreement at the time of such listing. In the case of a liquidation of the Company, amounts payable may be paid in additional shares of the Company, other securities and/or cash. Refer to Note 18. 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”). In November 2023, Group LLC and the Service Recipients entered into an amended transition services agreement (the “Amended Transition Services Agreement”), pursuant to which Greenbacker Administration is providing certain financial and corporate recordkeeping services to the Service Recipients until the earlier of: (i) December 31, 2025; (ii) such time as the parties terminate the services arrangement; or (iii) one month after such Service Recipient has been liquidated and dissolved. The Service Recipients shall be required to pay a fee of $200 per hour per person performing the services it receives under both the Transition Services Agreement and Amended Transition Services Agreement. The impact of the Transition Services Agreement and Amended Transition Services Agreement, as applicable, to the Consolidated Financial Statements for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 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, pursuant to which GREC has agreed to use commercially reasonable efforts to prepare and file with the SEC not later than 12 months from the beginning of the first full calendar month following completion of an initial public offering by GREC a shelf registration statement relating to the resale of shares of common stock of GREC that may in the future be held by Group LLC, the LPU Holder and/or their respective members to the extent their shares of the Company are repurchased, redeemed, exchanged or converted into shares of common stock of GREC. GREC has agreed to pay customary registration expenses and to provide customary indemnification in connection with the foregoing registration rights. Executive Protection Plan In connection with the closing of the Acquisition, each of Mr. Charles Wheeler and Mr. David Sher terminated their employment agreements with Group LLC, and such employment agreement was superseded by offer letters from GREC and participation in the GREC Executive Protection Plan. GCM Managed Funds Prior to the Acquisition, GCM served as the external advisor of four investment entities: the Company, GROZ, GDEV I and GREC II. The Advisory Agreement between GCM and the Company was terminated in connection with the Acquisition. However, the Company continues to provide through GCM investment management services to GROZ, GDEV I and GREC II as a result of the acquisition of GCM. As a result, the Company began to record Investment Management revenue on the Consolidated Statements of Operations, as applicable, and more fully described below. In addition, the Company entered into an advisory agreement with GDEV II on November 11, 2022. Base management fees under GCM’s advisory fee agreement with GROZ are calculated at a monthly rate of 0.125% (1.50% annually) of the average gross invested capital for GROZ. During the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, the Company earned $0.3 million and $0.2 million, respectively, in management fees from GROZ. Management fees from GROZ are included in Investment Management revenue on the Consolidated Statements of Operations. The management fees earned are payable monthly, in arrears. As of December 31, 2023 and 2022, the Company was owed $0.2 million and $0.1 million, respectively, in management fees from GROZ, which is included in Accounts receivable on the Consolidated Balance Sheets. The Company is also eligible to receive certain performance-based incentive fee distributions from GROZ, including upon liquidation of GROZ, subject to certain distribution thresholds as defined in the amended and restated limited liability company operating agreement of GROZ. The Company did not recognize any revenue related to GROZ incentive fee distributions for the year ended December 31, 2023 or the period from May 19, 2022 through December 31, 2022. Base management fees under GCM’s advisory fee agreements with GDEV and GDEV B, dated March 3, 2022, are calculated as described herein. For the period from March 3, 2022 through the date on which the commitment period ends (as defined in the GDEV and GDEV B amended and restated limited partnership agreements), the management fee is calculated at an annual rate of 1.75% to 2.00%, depending on the limited partner, of the aggregate capital commitments to GDEV and 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 1.75% to 2.00%, depending on the limited partner, of the aggregate cost basis of all portfolio securities of GDEV and GDEV B. The management fees earned are payable quarterly in advance. As a result of the Company consolidating GDEV during the period from May 19, 2022 through November 17, 2022, $0.9 million of management fee revenue earned under the advisory agreement with GDEV was considered intercompany revenue and was therefore eliminated in consolidation. As a result of the deconsolidation of GDEV on November 18, 2022, management fee revenue is no longer eliminated in consolidation and is recorded on the Consolidated Statements of Operations. During the period from November 18, 2022 through December 31, 2022, the Company earned $0.2 million in management fees from GDEV, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2022, the Company was not owed any management fees from GDEV. Management fee revenue earned under the advisory agreement with GDEV B is not considered intercompany revenue, and therefore is not eliminated in consolidation. During the period from May 19, 2022 through December 31, 2022, the Company earned $0.4 million in management fees from GDEV B, which is included in Investment Management revenue on the Consolidated Statements of Operations. During the year ended December 31, 2023, the Company earned $2.4 million in management fees from GDEV I, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company was not owed any management fees from GDEV I. As of December 31, 2023 and 2022, GDEV I prepaid the Company management fees of nil and $0.6 million, respectively, which is included in Other current liabilities on the Consolidated Balance Sheets. The Company is also eligible to receive certain performance-based incentive fee distributions from GDEV I, including upon liquidation of GDEV I, subject to certain distribution thresholds as defined in the amended and restated limited liability partnership agreements of GDEV I. The Company did not recognize any revenue related to GDEV I incentive fee distributions for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022. Base management fees under GCM’s advisory agreement with GDEV II, dated November 11, 2022, are calculated as described herein. For the period from November 11, 2022 through the date on which the commitment period ends (as defined in the GDEV II amended and restated limited partnership agreement), the management fee is calculated at an annual rate of 1.50% to 2.00%, depending on the limited partner, of the aggregate capital commitments to GDEV II. Beginning on the date following the date on which the commitment period terminates, the management fee will be calculated at an annual rate of 1.50% to 2.00%, depending on the limited partner, of the aggregate cost basis of all portfolio securities of GDEV II. The management fees earned are payable quarterly in advance. During the year ended December 31, 2023 and the period from November 11, 2022 through December 31, 2022, the Company earned $2.0 million and $0.2 million, respectively, in management fees from GDEV II, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company was owed $0.8 million and $0.2 million, respectively, in management fees from GDEV II, which is included in Accounts receivable on the Consolidated Balance Sheets. The Company is also eligible to receive certain performance-based incentive fee distributions from GDEV II, including upon liquidation of GDEV II, subject to certain distribution thresholds as defined in the amended and restated limited liability partnership agreements of GDEV II. The Company did not recognize any revenue related to GDEV II incentive fee distributions for the year ended December 31, 2023 or the period from November 11, 2022 through December 31, 2022. Base management fees under GCM’s advisory fee agreement with GREC II are to be calculated at a monthly rate of 1.25% annually of the aggregate NAV of the net assets attributable to Class 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) During the year ended December 31, 2023, the Company earned $3.9 million in management fees from GREC II, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023, the Company was owed $2.3 million in management fees from GREC II, which is included in Accounts receivable on the Consolidated Balance Sheets. For the period from May 19, 2022 through December 31, 2022, the Company did not earn any management fees under the advisory agreement due to GREC II’s early stage of development. The Company is also eligible to receive certain performance-based incentive fees from GREC II, including upon liquidation of GREC II, subject to certain distribution thresholds as defined in the advisory agreement between GCM and GREC II. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, the Company recognized $1.7 million and $0.9 million, respectively, related to GREC II performance-based incentive fees, which are included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company was owed $0.5 million and $0.9 million, respectively, in performance-based incentive fees, respectively, which are included in Accounts receivable on the Consolidated Balance Sheets. In addition, the Company earns administrative fee revenue for certain technical, financial, legal, accounting, tax and operational asset management services performed by Greenbacker Administration. Pursuant to the administration agreement between GREC II and Greenbacker Administration, GREC II will reimburse Greenbacker Administration for the costs and expenses incurred by Greenbacker Administration and any sub-administrators in performing their obligations and providing personnel and facilities to GREC II. During the year ended December 31, 2023, the Company earned $3.5 million in administrative fee revenue, which is included in Investment Management revenue on the Consolidated Statements of Operations. The Company did not recognize any administrative fee revenue for the period from May 19, 2022 through December 31, 2022. As of December 31, 2023, the Company was owed $2.4 million in administrative fees from GREC II, which is included in Accounts receivable on the Consolidated Balance Sheets. During the year ended December 31, 2023, the Company guaranteed $34.9 million of costs to complete ongoing construction of certain facilities currently owned or to be acquired by GREC II pursuant to the terms and conditions of various construction related contracts. As of December 31, 2023, the Company was not aware of any events that could trigger the Company’s obligations under these guarantees. During March 2024, the Company assigned $18.1 million of guarantees to GREC II and intends to assign the remaining guarantees. Other Related Party Transactions The Company entered into secured loans to finance the purchase and installation of energy-efficient lighting with AEC Companies. Certain of the loans with LED Funding LLC, an AEC Company, converted to a lease on the day the energy efficiency upgrades became operational. AEC Companies are considered related parties as the members of these entities own a direct, noncontrolling ownership interest in the Company. The loans between the AEC Companies and the Company, and the subsequent leases, were negotiated at 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 December 31, 2023 and 2022, the Company was owed $0.1 million and $0.1 million, respectively, in lease payments from AEC Companies, which is included in Accounts receivable on the Consolidated Balance Sheets. As of December 31, 2023 and 2022, the principal balance of the loan receivable was $0.2 million and $0.3 million, respectively, which is included in Other noncurrent assets on the Consolidated Balance Sheets. The interest receivable as of December 31, 2023 and 2022 was not material. The Company received payments of $0.1 million and $0.1 million on the operating leases and the loan receivable, respectively, during both the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022. On September 1, 2023, GREC (together with the Company) and Mehul Mehta entered into a separation agreement where Mr. Mehta’s role as Chief Investment Officer with the Company terminated on September 1, 2023, and the Company engaged Mr. Mehta as a consultant. Pursuant to the separation agreement, Mr. Mehta will receive cash severance of $1.3 million and a grant of 0.1 million cash-settled restricted share units, of which a certain portion vested on February 17, 2024, with the remainder vesting on February 17, 2025. Mr. Mehta’s previous grant of 0.1 million restricted share units were forfeited. A certain number of Mr. Mehta’s Earnout Shares will vest on an accelerated basis on May 19, 2024. Mr. Mehta will also have the ability to have Class P-I shares repurchased depending on whether the Company’s current SRP has been terminated or suspended. Refer to Note 19. Share-based Compensation for additional information on Mr. Mehta’s forfeited restricted share units and granted cash-settled restricted share units. All participating Earnout Shares and Class P-I shares were reclassified as temporary equity and recorded within Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. In addition, the Company entered into a consulting agreement with Mr. Mehta to provide certain consulting, transition and other services. The term of the consulting agreement is from September 1, 2023 through January 2, 2024, with total consideration of $0.2 million paid in accordance with the Company’s normal payroll schedule. The consulting agreement expired in accordance with its terms on January 2, 2024. The related party disclosures as included herein reflects such matters as of May 18, 2022 and prior to such date. Certain of the related party agreements and transactions were impacted by the Acquisition and are detailed in Note 16. Related Parties as included in the Notes to the Consolidated Financial Statements as prepared under the Non-Investment Basis. Prior to the Acquisition, the LLC had executed advisory and administration agreements with GCM and Greenbacker Administration, which entitled GCM, and certain affiliates of GCM, to specified fees upon the provision of certain services with regard to the ongoing management of the LLC as well as reimbursement of O&O costs incurred by GCM on behalf of the LLC (as discussed in Note 2. Significant Accounting Policies) and certain other operating costs incurred by GCM on behalf of the LLC. As the LLC’s previous public offering was terminated on March 29, 2019, its former dealer manager will no longer receive any selling commissions or dealer manager fees. However, our former dealer manager will continue to receive distribution fees on Class C shares until the maximum amount of commissions and dealer manager fees permitted by applicable regulation is reached. With respect to Class C shares only, the LLC pays the former dealer manager a distribution fee that accrues daily in an amount equal to 1/365th of 0.80% of the amount of the net asset value for the Class C shares for such day on a continuous basis from year to year. The LLC will stop paying distribution fees at the earlier of 1) a listing of the Class C shares on a national securities exchange; 2) total underwriting compensation in the offering equals 10.0% of the gross proceeds from the primary offering of Class C shares, following the completion of such offering; or 3) Class C shares are no longer outstanding. The dealer manager may re-allow all or a portion of the distribution fee to participating broker-dealers and servicing broker-dealers. The LLC estimated the amount of distribution fees expected to be paid and recorded that liability at the time of sale of such shares. The LLC continues to assess the value of the liability on a regular basis. The 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 $50.0 million) until gross assets exceed $800.0 million. The base management fee monthly rate decreased to 0.15% (1.75% annually) for gross assets between $800.0 million to $1.5 billion and 0.13% (1.50% annually) for gross assets greater than $1.5 billion. For services rendered under the advisory agreement, the base management fee was payable monthly in arrears, or more frequently as authorized under the advisory agreement. The base management fee was calculated based on the average of the values of our gross assets for each day of the prior month. Base management fees for any partial period were appropriately prorated. The base management fee had the ability to be deferred or waived, in whole or in part, at the election of GCM. All or any part of the deferred base management fee not taken as to any period was deferred without interest and may be taken in any period prior to the occurrence of a liquidity event as determined by GCM in its sole discretion. On July 1, 2021, the LLC entered into the Advisory Agreement with GCM. Effective July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of the net assets until the net assets exceed $800.0 million. The base management fee monthly rate will decrease to 0.15% (1.75% annually) for net assets between $800.0 million to $1.5 billion and to 0.13% (1.50% annually) for net assets greater than $1.5 billion. Following the completion of the Acquisition and the termination of the Advisory Agreement, the LLC no longer pays a management fee to GCM. 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. Type of Compensation and Recipient Determination of Amount The calculation of the Total Return Amount for each period included any appreciation or depreciation in the NAV of the shares issued during such period but exclude the proceeds from the initial issuance of such shares. The total NAV of the shares outstanding as of the last business day of a calendar quarter was the amount against which changes in the total NAV of the shares outstanding during the subsequent calendar quarter was measured. Furthermore, the “Loss Carryforward Amount” was initially equal to zero and cumulatively increased in any calendar quarter by the absolute value of any negative total return for such quarter and cumulatively decreased in any calendar quarter by the amount of any positive total return. The “Fee Carryforward Amount” was also initially equal to zero, and cumulatively increased in any calendar quarter by (i) the amount, if any, by which the Hurdle Amount (noted above) for such quarter exceeded any positive Total Return Amount for such quarter; and (ii) the amount, if any, by which the catch-up amount for such quarter exceeded excess profits for such quarter. The fee carryforward amount was cumulatively decreased in any calendar quarter by the amount, if any, of the Fee Carryforward Amount paid to the Special Unitholder for such quarter. Neither the Loss Carryforward Amount nor the Fee Carryforward Amount were permitted to less than zero at any given time. The Special Unitholder shall receive the Performance Participation Fee as follows: ● if the Total Return Amount for the applicable period exceeded the sum of (x) the Hurdle Amount for such period and (y) the Loss Carryforward Amount for such Period (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount paid to the Special Unitholder equals 12.5% of the sum of (x) the Hurdle Amount for such period and (y) any amount paid to the Special Unitholder pursuant to this clause (the “Catch-Up Amount”); ● to the extent there were remaining Excess Profits after payment of the Catch-Up Amount, 100% of such remaining Excess Profits until such amount paid to the Special Unitholder equaled the amount of the Fee Carryforward Amount for such period; and ● to the extent there are remaining Excess Profits after payment of the Catch-Up Amount and the Fee Carryforward Amount (as defined above), 12.5% of such remaining Excess Profits. The Liquidation Performance Participation Fee payable to the Special Unitholder will equal 20.0% of the net proceeds from a liquidation of the LLC in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital shall mean the LLC NAV immediately prior to the time of a liquidation or a listing. In the event of any liquidity event that involves a listing of the LLC's shares, or a transaction in which the LLC's members receive shares of a company that is listed, on a national securities exchange, the Liquidation Performance Participation Fee will equal 20.0% of the amount, if any, by which the LLC's listing value following such liquidity event exceeds the adjusted capital, as calculated immediately prior to such listing (the “Listing Premium”). Any such Listing Premium and related Liquidation Performance Participation Fee will be determined and payable in arrears 30 days after the commencement of trading following such liquidity event. For the period from January 1, 2022 through May 18, 2022, GCM earned $10.7 million in management fees. The Performance participation fee recorded on the Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022 is $0.4 million. As of May 18, 2022, GCM owned 23.6 thousand Class A shares and 2.8 thousand Class P-D shares. The LLC entered into secured loans to finance the purchase and installation of energy-efficient lighting with LED Funding LLC and AEC Companies. Certain of the loans with LED Funding LLC, converted to a lease on the day the energy efficiency upgrades became operational. AEC Companies are considered related parties, as the members of these entities own an indirect, noncontrolling ownership interest in GCM. The loans outstanding between the AEC Companies and the LLC, and the subsequent leases, were negotiated at 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 LP commitment to GDEV, which was increased to $6.1 million in the fourth quarter of 2020. In April 2021, the commitment to GDEV increased to $7.5 million. As the initial investor, GREC was awarded a 10.00% carried interest participation in GDEV GP, GDEV's general partner. GDEV is an affiliate of GREC as GDEV shares the same investment advisor as the LLC. As of May 18, 2022, $2.9 million of the commitment was funded. |
Noncontrolling Interests and Re
Noncontrolling Interests and Redeemable Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests and Redeemable Noncontrolling Interests | Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests NCI represents the portion of net assets in consolidated subsidiaries that are not attributable, directly or indirectly, to the Company. For accounting purposes, the holders of NCI of consolidated subsidiaries of the Company include Tax Equity Investors under the tax equity financing facilities as well as the NCI in GDEV GP and GDEV GP II, which are held by an employee of the Company, and GDEV, which NCI was held by other limited partners of the partnership prior to the deconsolidation event on November 18, 2022. 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 December 31, 2023, RNCI attributable to Tax Equity Investors after adjusting the carrying amount to the redemption value was $2.2 million, and nonredeemable NCI attributable to Tax Equity Investors was $113.7 million. As of December 31, 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 $83.3 million. Net loss attributable to noncontrolling interests for Tax Equity Investors was $95.7 million and $60.7 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively. For the year ended December 31, 2023, contributions from Tax Equity Investors, net of syndication costs of $7.1 million, totaled $144.7 million, all of which was received in the period, and distributions to Tax Equity Investors totaled $17.0 million, of which $14.7 million was paid in the period. For the period from May 19, 2022 through December 31, 2022, contributions from Tax Equity Investors net of syndication costs totaled $82.7 million, all of which were received in the period, and distributions to Tax Equity Investors totaled $11.4 million, of which $8.6 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 December 31, 2023 and 2022, the NCI attributable to the GDEV GP was not material and $0.5 million, respectively. Net income (loss) attributable to noncontrolling interests at GDEV GP for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was not material. The Company allocates income and loss to the NCI in GDEV GP II based on the contractual allocations within the GDEV GP II operating agreement. As of December 31, 2023 and 2022, the NCI attributable to the GDEV GP II was not material. Net income (loss) attributable to noncontrolling interests at GDEV GP II for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was not material. The noncontrolling interests in GDEV represented the component of equity held by limited partners, excluding the equity held by the Company, prior to the deconsolidation of GDEV on November 18, 2022 as discussed in Note 5. Variable Interest Entities. The portion of the net investment gains (losses) of GDEV attributable to the limited partner investors was allocated to noncontrolling interests prior to the deconsolidation. Net income attributable to noncontrolling interests at GDEV was $1.2 million for the period from May 19, 2022 through November 17, 2022. For the period from May 19, 2022 through November 17, 2022, contributions from the GDEV limited partners totaled $22.2 million, of which $22.2 million was received in the respective period. For the period from May 19, 2022 through November 17, 2022, distributions to the limited partners totaled $2.6 million, all of which were paid in the respective period. As a result of the deconsolidation event on November 18, 2022, there was no NCI attributable to GDEV investors as of December 31, 2023 or 2022. As of December 31, 2023 and 2022, NCI attributable to other noncontrolling interest was $0.2 million and $0.2 million, respectively. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity | Note 18. Equity General Pursuant to the terms of the Fifth Operating Agreement, the Company may issue up to 400.0 million shares, 350.0 million of which shares are currently designated as Class A, C, I, P-A, P-D, P-S, P-T, P-I shares and Earnout Shares (collectively, common shares), and 50.0 million are designated as preferred shares. Except as described below, each class of common shares will have the same voting rights and rights to participate in distributions payable by the Company. In connection with the Acquisition, the Company issued 13.1 million newly designated Earnout Shares to Group LLC pursuant to a certificate of share designation of Class EO common shares of the Company (the “Certificate of Designation”).The Certificate of Designation was subsequently amended and restated in February 2024 (the “Amended and Restated Certificate of Designation”). The Amended and Restated Certificate of Designation amended the provision providing for the allocation of net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Company.. Earnout Shares are divided into three separate series, designated as “Tranche 1 Earnout Shares,” “Tranche 2 Earnout Shares,” and “Tranche 3 Earnout Shares,” and are comprised of 4.4 million Tranche 1 Earnout Shares, 4.4 million Tranche 2 Earnout Shares, and 4.4 million Tranche 3 Earnout Shares. Each separate series of Earnout Shares initially do not have the right to participate in any distributions paid by the Company. However, upon the achievement of separate benchmark targets applicable to each series in accordance with the terms of the Amended and Restated Certificate of Designation, or upon the occurrence of certain liquidity events, each series of Earnout Shares can become Participating Earnout Shares and will become entitled to priority allocations of profits and increases in value from the Company, and will (i) have equivalent economic and other rights as the Class P-I shares of the Company, (ii) vote together as a single class with the Class P-I shares on all matters submitted to holders of Class P-I shares generally, (iii) not have separate voting rights on any matters (other than amendments to the terms of the Participating Earnout Shares that affect such Participating Earnout Shares adversely and in a manner that is different from the terms of the Class P-I shares), and (iv) have the right to participate in all distributions payable by the Company, as if they were, and on a pari passu basis with, the Class P-I shares for all purposes set forth in the Fifth Operating Agreement. Prior to the satisfaction of these targets as per the terms and conditions of the Amended and Restated Certificate of Designation, Earnout Shares will not be entitled to (x) vote with other shares on matters submitted to the holders of shares generally or (y) receive any distributions made to any other holders of shares (and will not be entitled to any accrual of distributions prior to achieving the targets described in the Amended and Restated Certificate of Designation). As of December 31, 2023, certain Earnout Shares have earned participating status as discussed in Earnout Shares below. In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I shares and 13.1 million Earnout Shares. Holders of the Class P-I shares or Earnout Shares issued pursuant to the Contribution Agreement will not be permitted to sell or transfer the Class P-I shares or Earnout Shares for twelve months after the closing date of the Acquisition. 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 April 17, 2023, pursuant to the Company’s Post-Effective Amendment No. 1 to Form S-3 on Form S-1 (File No. 333-251021), the Company was offering up to $20.0 million in Class A, C and I shares to its existing Class A, C, and I shareholders pursuant to the Third Amended and Restated DRP. As of January 17, 2024, the Company ceased offering the shares under the previously effective registration statement, and pursuant to the Company’s new registration statement on Form S-3 (File No. 333-276532), the Company is offering up to $20.0 million in Class A, C and I shares to its existing Class A, C and I shareholders pursuant to the Third Amended and Restated DRP. No dealer manager fees, selling commissions or other sales charges will be paid with respect to shares issued pursuant to the DRP except for distribution fees on Class C, P-S and P-T shares (as discussed in Note 2. Significant Accounting Policies). At its discretion, the Board of Directors may amend, suspend or terminate the DRP as well as modify or waive the terms of the DRP with respect to certain or all shareholders, in its discretion, to be in the best interests of the Company. A participant may terminate the election to participate in the DRP by written notice to the plan administrator received by the plan administrator at least 10 days prior to the distribution payment date. As of December 31, 2023, the Company issued 3.3 million Class A shares, 0.6 million Class C shares, 1.6 million Class I shares, 0.1 million Class P-A shares, 2.8 million Class P-I shares, 3.7 thousand Class P-D shares, 1.6 million Class P-S shares, and 14.4 thousand Class P-T shares for a total of 10.0 million aggregate shares issued under the DRP. As of December 31, 2022, the Company issued 2.9 million Class A shares, 0.5 million Class C shares, 1.4 million Class I shares, 48.9 thousand Class P-A shares, 1.6 million Class P-I shares, 2.4 thousand Class P-D shares, 0.9 million Class P-S shares, and 8.2 thousand Class P-T shares for a total of 7.3 million aggregate shares issued under the DRP. Share Repurchase Program The Company, through approval by its Board of Directors, adopted the SRP, pursuant to which the Company would conduct quarterly share repurchases to allow members to sell all or a portion of their shares (of any class) back to the Company at a price equal to the then current monthly share value for that class of shares. The SRP includes numerous restrictions that will limit a shareholder’s ability to sell shares. At the sole discretion of the Board of Directors, the Company may also use cash on hand (including the proceeds from the issuance of new shares), cash available from borrowings or other external financing sources and cash from liquidation of investments to repurchase shares. A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a shareholder must hold his or her shares for a minimum of one year before he or she can participate in the SRP, subject to any of the following special circumstances: (i) the written request of the estate, heir or beneficiary or a deceased shareholder; (ii) a qualifying disability of the shareholder for a non-temporary period of time provided that the condition causing the qualifying disability was not pre-existing on the date that the shareholder became a shareholder; (iii) a determination of incompetence of the shareholder by a state or federal court located in the United States; or (iv) as determined by the Board of Directors, in their discretion, to be in the interests of the Company. If a member has made more than one purchase of shares, the one-year holding period will be calculated separately with respect to each purchase. The quarterly share repurchases limits for the SRP are set forth below. Quarter Ending Share Repurchase Limit(s) September 30, 2021, and each quarter thereafter During any 12-month period, 20.00% of the weighted average number of outstanding shares During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters The Company may repurchase fewer shares than have been requested in any particular quarter to be repurchased under the SRP, or none at all, in its discretion at any time. Further, the Board of Directors may modify, suspend or terminate the SRP if it deems such action to be in the best interest of the Company and its shareholders or in response to regulatory changes or changes in law. On September 23, 2023, the Board of Directors approved the suspension of the SRP effective immediately, except for repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder. As a result of the suspension of the SRP, the Company will not accept or otherwise process any additional repurchase requests (except as noted above) until such time, if any, as the Board of Directors affirmatively authorizes the recommencement of the SRP. However, the Company can make no assurances as to whether this will happen or the timing or terms of any recommencement. The Company delayed the payment with respect to the shares repurchased by the Company for the second quarter and distributed related proceeds in the fourth quarter of 2023. The Company also paid an additional supplemental payment to these redeeming shareholders based on the amount of distributions that the redeeming shareholders would have received from July 1, 2023 through the final date on which the shares are paid, had the Company not repurchased the shares. During the year ended December 31, 2023, the Company recorded and paid $0.7 million related to this supplemental payment to Interest expense, net on the Consolidated Statements of Operations. The Company has received an order for the SRP from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, the SRP is substantially similar to repurchase programs for which the SEC has stated it will not recommend enforcement action under Rule 13e-4 and Regulation 14E under the Exchange Act. Liquidation Performance Unit In connection with the Acquisition, the Company issued a new Liquidation Performance Unit (the “LPU”) to the LPU Holder to replace the Special Unit previously issued to GCM. The Special Unit was contributed in connection with and immediately prior to the Acquisition from Group LLC, and therefore, was cancelled and terminated. The LPU Holder was formed on May 19, 2022 with the sole purpose of holding the LPU and is a wholly owned subsidiary of Group LLC. As per the terms of the agreement, upon an initial public offering of GREC (the “Listing”) or the liquidation of the Company, the LPU Holder shall be entitled to the Liquidation Performance Participation Distribution, the value and character of which is determined as follows: a. if the Liquidation Performance Participation Distribution is payable as a result of a liquidation, the Liquidation Performance Participation Distribution will equal 20.00% of the net proceeds from the liquidation remaining after the other members of the Company have received their share of net proceeds; or b. if the Liquidation Performance Participation Distribution is payable as a result of a Listing, the Liquidation Performance Participation Distribution will equal 20.00% of any premium the Company receives from the Listing. Additionally, the Liquidation Performance Participation Distribution shall be payable by converting the LPU into a number of newly issued Class P-I shares equal to the Liquidation Performance Participation Distribution divided by the Class P-I share value as of the first month end following the 30th trading day following such an IPO. Since none of the events that would trigger the Liquidation Performance Participation Distribution was considered probable to occur, no liability was recognized related to the LPU as of December 31, 2023. Additionally, certain employees of the Company received profits interest units from the LPU Holder in exchange for employment services. Since the LPU Holder does not have any other operations or assets, the distribution an employee grantee shall receive from these profits interest units is the equivalent of the Liquidation Performance Participation Distribution the Company shall make to the LPU Holder. The Company has determined that the profits interest units do not represent a substantive class of the Company’s equity, and therefore, shall account for the potential distribution to employees as a payable in accordance with ASC Topic 710, Compensation—General. Since none of the events that would trigger the distribution was considered probable to occur, no liability was recognized as of December 31, 2023, and no compensation expense was recognized for the year ended December 31, 2023. Earnout Shares As discussed in Note 3. Acquisitions, 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 GDEV GP (collectively, the “Acquired Entities”). The Acquisition was implemented under the terms of the Contribution Agreement, dated as of May 19, 2022, by and between the Company and GCM's former parent, Group LLC, a subsequent contribution agreement between the Company and GREC pursuant to which all the acquired businesses and assets were immediately contributed by the Company to GREC, and certain related agreements. In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I common shares, par value $0.001 per share (the “Class P-I shares”) and 13.1 million of a newly created class of common shares of the Company designated as the Earnout Shares, par value $0.001 per share. The Earnout Shares included in purchase consideration are classified as contingent consideration liabilities and are subject to recurring fair value measurements until they reach the status of Participating Earnout Shares. As of December 31, 2023, the Run Rate Revenue exceeded $8.3 million but was less than $12.5 million. Accordingly, a total of 3.7 million Tranche 1 Earnout Shares with a fair value of $32.8 million achieved the status of Participating Earnout Shares for the year ended December 31, 2023, which was reclassified from Contingent consideration to Common stock, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. As of December 31, 2023 and 2022, the fair value of the Earnout Shares that had not yet achieved the status of Participating Earnout Shares was $42.3 million and $75.7 million, respectively. The change in fair value of the contingent consideration related to Participating Earnout Shares is reclassified from Contingent consideration to Common shares, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. The change in fair value of the contingent consideration, excluding the reclassification associated with Earnout Shares that achieved the status of Participating Earnout Shares, is included in General and administrative expense on the Consolidated Statements of Operations. As of December 31, 2023, none of the Company’s preferred shares were issued and outstanding. The following table is a summary of the shares issued, participating and repurchased during the period and outstanding as of December 31, 2023: (in thousands) Class A Class C Class I Class P-A Class P-I Class P-D Class P-S Class P-T Class EO (1) Total Shares outstanding as of May 19, 2022 16,627 2,767 6,445 794 103,334 199 47,048 241 — 177,455 Shares issued to complete the acquisition — — — — 24,393 — — — — 24,393 Shares issued through reinvestment of distributions 278 61 158 22 810 1 456 4 — 1,790 Shares repurchased (741) (155) (199) (1) (3,505) (6) (1,008) — — (5,615) Shares transferred — — — — 236 — (234) — — 2 Other capital activity (24) — — — 46 (3) — — — 19 Shares outstanding as of December 31, 2022 16,140 2,673 6,404 815 125,314 191 46,262 245 — 198,044 Shares issued through reinvestment of distributions 411 93 238 35 1,180 1 671 7 — 2,636 Shares repurchased (742) (60) (109) — (2,741) — (2,156) (3) — (5,811) Shares transferred — — — — 264 — (263) — — 1 Other capital activity — — — — 22 — — — 3,730 3,752 Shares outstanding as of December 31, 2023 15,809 2,706 6,533 850 124,039 192 44,514 249 3,730 198,622 (1) Class EO Other capital activity relates to shares that achieved participating Earnout Share status as discussed in Earnout Shares above. Distributions On the last business day of each month, with the authorization of its Board of Directors, the Company declares distributions on each outstanding Class A, C, I, P-A, P-I, P-D, P-T, P-S shares and Earnout Shares. These distributions are calculated based on shareholders of record for each day in amounts equal to that exhibited in the table below based upon distribution period and class of share. Class of Share Distribution Period A C I P-A P-I P-D P-T P-S EO 1-Nov-15 31-Jan-16 $ 0.00165 $ 0.00165 $ 0.00165 $ — $ — $ — $ — $ — $ — 1-Feb-16 30-Apr-16 $ 0.00166 $ 0.00166 $ 0.00166 $ — $ — $ — $ — $ — $ — 1-May-16 31-Jul-16 $ 0.00166 $ 0.00166 $ 0.00166 $ 0.00158 $ 0.00158 $ — $ — $ — $ — 1-Aug-16 31-Oct-16 $ 0.00168 $ 0.00168 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ — $ — 1-Nov-16 31-Jan-17 $ 0.00169 $ 0.00164 $ 0.00169 $ 0.00160 $ 0.00160 $ — $ — $ — $ — 1-Feb-17 30-Apr-17 $ 0.00168 $ 0.00164 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ — $ — 1-May-17 31-Jul-17 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00160 $ 0.00158 $ — $ — $ — $ — 1-Aug-17 31-Oct-17 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00159 $ — $ — $ — $ — 1-Nov-17 31-Oct-18 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00158 $ — $ — $ — $ — 1-Nov-18 30-Apr-20 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00165 $ 0.00158 $ — $ — $ — $ — 1-May-20 30-Nov-20 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00153 $ 0.00158 $ — $ — $ — $ — 1-Dec-20 30-Jun-23 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 $ — 1-Jul-23 31-Dec-23 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 The following table reflects the distributions declared during the year ended December 31, 2023: (in thousands) Pay Date Paid in Cash Value of Shares Issued under DRP Total February 1, 2023 $ 7,386 $ 1,975 $ 9,361 March 1, 2023 6,679 1,777 8,456 March 31, 2023 7,420 1,942 9,362 May 1, 2023 7,114 1,888 9,002 June 1, 2023 7,373 1,934 9,307 July 3, 2023 7,145 1,871 9,016 August 1, 2023 7,232 1,926 9,158 September 1, 2023 7,226 1,935 9,161 October 2, 2023 7,003 1,872 8,875 November 2, 2023 7,352 1,841 9,193 December 1, 2023 7,964 1,746 9,710 January 2, 2024 7,606 1,786 9,392 Total $ 87,500 $ 22,493 $ 109,993 The following table reflects the distributions declared during the period from May 19, 2022 through December 31, 2022: (in thousands) Pay Date Paid in cash Value of Shares Issued under DRP Total June 1, 2022 $ 6,954 $ 2,020 $ 8,974 July 1, 2022 7,345 1,890 9,235 August 1, 2022 7,570 1,955 9,525 September 1, 2022 7,565 1,973 9,538 October 3, 2022 7,313 1,923 9,236 November 1, 2022 7,507 1,987 9,494 December 1, 2022 7,271 1,930 9,201 January 3, 2023 7,703 1,968 9,671 Total $ 59,228 $ 15,646 $ 74,874 All distributions paid for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 are expected to be reported as a return of capital to members for tax reporting purposes. Cash distributions for the year ended December 31, 2023 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 acquisition strategy to own pre-operational assets that are not yet generating cash from operations as well as the Company’s strategy of engaging in initiatives that include repowering projects where the existing assets are being retrofit with new and/or refurbished technology, including erecting taller, more efficient wind turbines to increase productivity, a significant amount of distributions will continue to be funded from other external financing sources until such projects become operational. Management fee and incentive fee revenue from our IM segment is also utilized as a source of capital to fund distributions as this portion of our business grows. Beginning July 1, 2023, the Company authorized and declared distributions for Earnout Shares in cash. General Pursuant to the terms of the Operating Agreement, the LLC may issue up to 400.0 million shares, of which 350.0 million 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 50.0 million 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. The following table is a summary of the shares issued and repurchased during the period and outstanding as of May 18, 2022: (in thousands) Shares Outstanding as of December 31, Shares Shares Shares Shares Outstanding as of May 18, Class A shares 16,580 — 138 (91) 16,627 Class C shares 2,742 — 31 (6) 2,767 Class I shares 6,449 — 78 (82) 6,445 Class P-A shares 783 — 11 — 794 Class P-I shares 92,068 11,212 371 (317) 103,334 Class P-D shares 198 — 1 — 199 Class P-S shares 46,325 713 233 (223) 47,048 Class P-T shares 239 — 2 — 241 Total 165,384 11,925 865 (719) 177,455 The proceeds from shares sold and the value of shares issued through the reinvestment of distributions for each class of shares for the period from January 1, 2022 through May 18, 2022 were as follows: (in thousands) 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 $ — $ — $ — $ — $ 98,651 $ — $ 6,301 $ — $ 104,952 Proceeds from Shares Issued through Reinvestment of Distributions $ 1,148 $ 252 $ 646 $ 91 $ 3,263 $ 4 $ 2,066 $ 16 $ 7,486 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 the LLC’s 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 2.6 million Class A shares, 0.4 million Class C shares, 1.2 million Class I shares, 27.0 thousand Class P-A shares, 0.8 million Class P-I shares, 1.5 thousand Class P-D shares, 0.5 million Class P-S shares and 4.3 thousand Class P-T shares for a total of 5.5 million aggregate shares issued under the DRP. Share Repurchase Program The LLC offers the 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 The LLC has received an order for the SRP from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, the SRP is substantially similar to repurchase programs for which the SEC has stated it will not recommend enforcement action under Rule 13e-4 and Regulation 14E under the Exchange Act. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | Note 19. Share-based Compensation In May 2023, the Company’s Board of Directors adopted the 2023 Equity Incentive Plan, which authorized an aggregate of 5% of the common shares that are issued and outstanding as Class P-I shares for issuance to employees and non-employee directors. The maximum number of common shares authorized will be automatically increased by 1% on each anniversary of the effective date of the 2023 Equity Incentive Plan, until the total aggregate amount of issuable shares is 10% of the common shares issued and outstanding. The 2023 Equity Incentive Plan allows for the issuance of certain share awards. The Company’s Board of Directors determines the period over which share-based awards become exercisable and awards generally vest over a one Share-based compensation expense is recognized within Direct operating costs and General and administrative expense on the Consolidated Statements of Operations. The Company accounts for forfeitures as they occur. The following table summarizes share-based compensation expense recognized during the year ended December 31, 2023: (in thousands) For the year ended December 31, 2023 Restricted share units $ 370 Cash-settled restricted share units 678 Performance restricted share units 441 Director’s fees 195 GDEV I incentive fees (1) 919 GDEV II special profits interest 164 EO Awards (2) 8,481 Total $ 11,248 (1) The GDEV I incentive fees are carried interest that were issued by GDEV GP to certain employees of GCM that provided services to GDEV GP. Refer to Note 3. Acquisitions for additional information. (2) The Earnout Shares were granted in connection with the Acquisition. Refer to Note 3. Acquisitions for additional information. Restricted Share Units The Company grants service-based restricted share units to employees and non-employee directors under the 2023 Equity Incentive Plan. Compensation expense for these service-based restricted share units is based on the MSV of the Company’s Class P-I shares on the business day prior to grant and is recognized ratably over the service period. There were 0.4 million of restricted share units granted during the year ended December 31, 2023 with a weighted average fair value of $8.03 per share. Unrecognized compensation expense related to restricted share units as of December 31, 2023 was $1.7 million, which the Company expects to recognize over a weighted average period of 1.56 years. The following table provides a summary of the restricted share unit activity during the year ended December 31, 2023: (in thousands, except for per share data) Restricted Share Units Weighted Average Fair Value Unvested balance as of December 31, 2022 — $ — Granted 352 $ 8.03 Forfeited (85) $ 8.83 Unvested balance as of December 31, 2023 267 $ 7.78 Forfeited units during the year ended December 31, 2023 were re-granted as cash-settled restricted share units. Cash-Settled Restricted Share Units As discussed in Note 16. Related Parties, in September 2023, 0.1 million previously issued restricted share units were forfeited and the Company simultaneously awarded 0.1 million new cash-settled restricted share units to a former employee of the Company. Of these cash-settled restricted share units, 67% will vest on February 17, 2024, and 33% will vest on February 17, 2025 if the employee does not violate the terms of a restrictive covenant set forth in such former employee’s separation agreement with the Company. The awards were fully vested on the grant date because the restrictive covenant does not create a substantive service condition. The fair value of these cash-settled restricted share units was $0.7 million on the grant date. The cash-settled restricted share units are measured at fair value each quarter until settled. The change in the fair value of the cash-settled restricted share units from the grant date through December 31, 2023 was not material. Performance Restricted Share Units In August 2023, the Company granted performance restricted share units of up to 1.1 million shares of the Company’s Class P-I shares to certain employees. The awards had a grant date fair value of approximately $4.7 million using a Black-Scholes-Merton model. The performance restricted share units are both a market and service-based award in accordance with ASC 718. Shares under this award will be earned based on total shareholder return between May 23, 2023 and May 23, 2026. Shares earned will vest on August 9, 2027. The Company will recognize the entire $4.7 million of compensation expense for this award, regardless of whether such conditions are met, over the requisite service period unless units are forfeited during the period. The following table summarizes the assumptions and related information used to determine the grant-date fair value of performance restricted share units awarded for the August 2023 performance restricted share unit grant: Inputs Performance Restricted Share Units Weighted average grant-date fair value per Class P-I share $ 8.76 Performance period (in years) 3.0 Expected share volatility 32.2 % Dividend yield — % Daily distribution rate $ 0.00158 Risk-free interest rate 4.5 % The following table provides a summary of performance restricted share unit activity during the year ended December 31, 2023: (in thousands, except per share data) Performance Restricted Share Units Weighted Average Fair Value Unvested balance as of December 31, 2022 — $ — Granted 1,067 $ 4.40 Unvested balance as of December 31, 2023 1,067 $ 4.40 EO Awards The Company recognized share-based compensation expenses of $8.5 million and $6.9 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively, related to the EO Awards, which are included in General and administrative expenses in the Consolidated Statements of Operations. As of December 31, 2023, unrecognized share-based compensation expense associated with the EO Awards is $15.2 million, which is expected to be amortized over a weighted average period of 2.0 years. The Company recognized total forfeitures of $2.2 million and $0.1 million during the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively. Refer to Note 3. Acquisitions for additional details. GDEV I Incentive Fees The GDEV I incentive fees were carried interest issued by GDEV GP to certain employees of GCM that provided services to GDEV GP. The Company accounts for the carried interests issued to employees in accordance with 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. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, the compensation expense recognized on the carried interests was $0.9 million and $0.4 million, respectively, which are included in General and administrative expenses in the Consolidated Statements of Operations. Refer to Note 3. Acquisitions for additional details. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 20. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share for the periods indicated: (in thousands, except per share data) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Basic and diluted: Net loss attributable to Greenbacker Renewable Energy Company LLC $ (79,471) $ (724) Weighted average common shares outstanding used in computing net loss per share—basic 199,293 201,668 Weighted average common shares outstanding used in computing net loss per share—diluted 199,293 201,668 Net loss attributable to Greenbacker Renewable Energy Company LLC Net loss per share—basic $ (0.40) $ 0.00 Net loss per share—diluted $ (0.40) $ 0.00 Securities that could potentially be dilutive are excluded from the computation of diluted loss per share when a loss from continuing operations exists because their inclusion would result in an anti-dilutive effect on per share amounts. The effect of 1.4 million shares related to the Company’s share-based compensation awards for the year ended December 31, 2023 were excluded from the calculation of diluted earnings per share as effect of such shares would have been anti-dilutive. The Company did not have any potentially dilutive shares for the period from May 19, 2022 through December 31, 2022. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 21. Segment Reporting The Company determines its operating segments and reports segment information in accordance with how the Company’s CODM allocates resources and assesses performance. The Company’s CODM is its Chief Executive Officer. The Company’s operating segments are aggregated into two reportable segments, described below: • IPP – The IPP business represents the active management and operations of the Company's fleet of renewable energy projects, including those in late-stage development and under construction. The Company's renewable energy projects generally earn revenue through the sale of generated electricity as well as frequently through the sale of other commodities such as RECs. In certain cases, the Company also serves as a minority member in renewable energy projects where it does not actively manage and operate the project but receives periodic dividends. The Company also provides loans to developers for the construction of renewable energy and energy efficiency projects as an incremental revenue stream for IPP. The IPP business includes the direct costs to operate the Company's fleet, including costs such as operations and maintenance, repairs, and other costs incurred at the project / site level. Additionally, the Company employs a dedicated team of technical asset managers as well as a construction team to oversee the development and operations of our fleet. Such costs are recorded as Direct operating costs for IPP. The IPP business also includes the allocable portion of the Company’s General and administrative expenses, which represents overhead functions such as: finance and accounting, legal, information technology, human resources and other general functions that support the operations of IPP. • IM – The IM business represents GCM’s investment management platform, which is a renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act. The IM business also includes administrative services provided by Greenbacker Administration for managed funds in the renewable energy industry as an additional revenue stream. The Company's IM business includes the direct costs incurred for the investment management services for managed funds and other marketing and investor relation services. This includes the costs to raise and deploy capital for such funds. Such costs are recorded as Direct operating costs for IM. The IM business also includes the allocable portion of the Company’s General and administrative expenses, which represents overhead functions such as: finance and accounting, legal, information technology, human resources and other general functions that support the operations of IM. The following table presents the Company’s reportable segment financial results: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Energy revenue $ 159,301 $ 101,596 Other revenue 8,434 7,506 Contract amortization, net (8,060) (10,529) Total IPP revenue $ 159,675 $ 98,573 Investment Management revenue $ 13,490 $ 1,919 The Company's CODM evaluates the financial performance of each segment using Segment Adjusted EBITDA, which excludes: (i) unallocated corporate expenses; (ii) interest expense; (iii) income taxes; (iv) depreciation expense; (v) amortization expense (including contract amortization); (vi) accretion; (vii) impairment of long-lived assets; (viii) share-based compensation; (ix) other non-recurring costs that are unrelated to the continuing operations of the Company’s segments; and (x) amounts attributable to our redeemable and non-redeemable controlling interests. Additionally, the Company does not allocate foreign currency gains and losses, other income and losses, change in fair value of contingent consideration (if any), and unrealized gains and losses to our operating segments. See “Results of Operations - Non-Investment Basis” Item 2 for additional discussion on Segment Adjusted EBITDA and segment results. The following table reconciles total Segment Adjusted EBITDA to Net loss attributable to Greenbacker Renewable Energy Company LLC: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Segment Adjusted EBITDA: IPP Adjusted EBITDA $ 62,180 $ 53,627 IM Adjusted EBITDA (2,674) (8,480) Total Segment Adjusted EBITDA $ 59,506 $ 45,147 Reconciliation: Total Segment Adjusted EBITDA $ 59,506 $ 45,147 Unallocated corporate expenses (27,754) (18,767) Total Adjusted EBITDA 31,752 26,380 Less: Share-based compensation expense 11,248 6,903 Change in fair value of contingent consideration (603) 2,100 Non-recurring professional services and legal fees 3,388 7,593 Non-recurring salaries and personnel related expenses 1,250 — Depreciation, amortization and accretion (1) 134,647 49,772 Impairment of long-lived assets 59,294 — Operating loss $ (177,472) $ (39,988) Interest expense, net (40,519) (15,889) Realized gain (loss) on interest rate swaps, net 2,428 (1,322) Unrealized gain (loss) on interest rate swaps, net 17,763 (249) Unrealized gain on investments, net 932 398 Other expense, net (267) (108) Net loss before income taxes $ (197,135) $ (57,158) Benefit from (provision for) income taxes 21,548 (3,005) Net loss $ (175,587) $ (60,163) Less: Net loss attributable to noncontrolling interests (96,935) (59,439) Less: Net income attributable to redeemable noncontrolling interests 819 — Net loss attributable to Greenbacker Renewable Energy Company LLC $ (79,471) $ (724) (1) Includes contract amortization, net in the amount of $8.1 million, and $10.5 million for the year ended December 31, 2023, and the period from May 19, 2022 through December 31, 2022, respectively, which are included in Contract amortization, net on the Consolidated Statements of Operations. Assets are not allocated to the Company’s segments for internal reporting purposes. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 22. Subsequent Events The Company has evaluated events that have occurred after the balance sheet date but before the financial statements are issued and has determined that there were no subsequent events requiring adjustment or disclosure in the Consolidated Financial Statements, except as described below: On January 17, 2024, the Company filed a registration statement on Form S-3 (File No. 333-276532) offering up to $20.0 million in Class A, C and I shares to its existing Class A, C, and I shareholders pursuant to the Third Amended and Restated DRP, which allows existing holders of shares to elect to have the full amount of their cash distributions from the Company reinvested in additional shares of the same share class rather than receive the cash distributions. Subsequently, on February 26, 2024, the Company filed Post-Effective Amendment No. 2 to Form S-3 on Form S-1 (File No. 333-251021) deregistering its previously effective registration statement offering shares pursuant to the Third Amended and Restated DRP. The Company ceased offering the shares under the previously effective registration statement on January 17, 2024, which is the effective date of the Company’s new registration statement on Form S-3. The Company accepted aggregate gross proceeds of $19.6 million under the previously effective registration statement and deregistered the remaining $0.4 million from the offering. On January 22, 2024, the Company borrowed $13.6 million under its GREC Warehouse Holdings I LLC revolving credit facility. On January 23, 2024, the Company amended the Dogwood GB Manager LLC loan agreement to decrease the maximum commitment amount from $90.6 million to $58.7 million. On February 8, 2024, the Company filed a registration statement on Form S-8 (File No. 333-276944), registering 8,469,497 Class P-I shares to be offered to participants pursuant to the 2023 Equity Incentive Plan. On February 9, 2024, the Company terminated one deal contingent swap and received consideration of $47.2 million. On February 29, 2024, the Company entered into a sale-leaseback arrangement related to a wind asset with an initial lease term of 20 years for total cash proceeds of $111.5 million. The Company utilized the proceeds to pay down $32.9 million of existing debt for GB Wind Holdco LLC. In accordance with the lease agreements, the Company has two early buyout options in 2029 and 2033. As part of the arrangement, the Company will still operate and earn revenues from the facilities throughout the lease term while the lessor will be entitled to all available tax credits. As part of the sale-leaseback transaction, the Company entered into a tax indemnity agreement. On March 8, 2024, the Company received tax equity funding of $5.7 million. |
Organization and Operations o_2
Organization and Operations of the LLC | 12 Months Ended |
Dec. 31, 2023 | |
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 an energy transition, 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 through GCM investment management services to funds within the sustainable infrastructure and renewable energy industry. As of December 31, 2023, the Company’s fleet comprised 435 renewable energy projects with an aggregate power production capacity of approximately 3.3 GW, which includes operating capacity of approximately 1.5 GW and pre-operational capacity of approximately 1.8 GW. As of December 31, 2023, GCM serves as the registered investment adviser of four funds in the sustainable and renewable energy industry. The Company conducts substantially all its operations through its wholly owned subsidiary, GREC. Until May 19, 2022, the Company was externally managed by 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 DRP. The public offerings were initially commenced in August 2013 and terminated March 29, 2019, raising a total of $253.4 million. The Company also privately offered Class P-A, P-I, P-D, P-T and P-S shares. These private offerings were conducted between April 2016 and March 16, 2022, raising a total of $1.4 billion. The Company currently offers the DRP pursuant to which shareholders may elect to have the full amount of cash distributions reinvested in additional shares. The Company offered the SRP pursuant to which quarterly share repurchases were conducted to allow shareholders to sell shares back to the Company. On September 23, 2023, the Company suspended the SRP (except with respect to repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder). Management Internalization On May 19, 2022, the Company completed the Acquisition pursuant to which it acquired substantially all of the business and assets, including intellectual property and personnel of its external advisor, GCM, an investment management and energy transition, renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act, 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 sustainable infrastructure and renewable energy businesses and as an active third-party investment manager of other funds within the sustainable infrastructure and renewable energy industry. Refer to Note 3. Acquisitions for further details. 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 8 of this Annual Report. Prior to May 19, 2022, the LLC was externally managed and is an energy company that acquires, constructs and operates renewable energy and energy efficiency projects as well as finances the construction and/or operation of these and other sustainable development projects and businesses. The LLC conducts substantially all its operations through its wholly owned subsidiary, GREC. GREC is a Maryland corporation formed in November 2011, and the LLC currently holds all the outstanding shares of capital stock of GREC. GREC HoldCo, a wholly owned subsidiary of GREC, was formed in Delaware in June 2016. GREC Administration LLC and Danforth Shared Services LLC, both wholly owned subsidiaries of GREC, were formed in Delaware in January 2020 and May 2019, respectively. The consolidated financial results of the LLC have historically included the results of the LLC and its consolidated subsidiaries, GREC, GREC HoldCo, and GREC Administration LLC and Danforth Shared Services LLC, both of which provide administrative services to LLC and its subsidiaries. As of and prior to May 18, 2022, the use of “we”, “us”, and “our” refer, collectively to the LLC, GREC, GREC HoldCo, GREC Administration LLC, and Danforth Shared Services LLC, unless otherwise expressly stated or context otherwise requires. The LLC was externally managed and advised by GCM, a renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act. GCM was acquired by the LLC as part of the Acquisition on May 19, 2022. |
Significant Accounting Polici_2
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
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 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 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 periods 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 Annual Report. As such, this Annual Report includes the following: Non-Investment Basis • Consolidated Balance Sheets as of December 31, 2023 and 2022 • Consolidated Statements of Operations for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 • Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 • Consolidated Statements of Equity for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 • Consolidated Statements of Cash Flows for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 • Notes to the Consolidated Financial Statements Investment Basis • Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022 • Consolidated Statement of Changes in Net Assets for the period from January 1, 2022 through May 18, 2022 • Consolidated Statement of Cash Flows for the period from January 1, 2022 through May 18, 2022 • Notes to the Consolidated Financial Statements The Company presents amounts in the Consolidated Financial Statements in thousands within tables and millions within text (unless otherwise specified), and calculates all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, cross foot, or recalculate based on reported numbers due to rounding. Prior period amounts have been updated to be presented in thousands and differences to prior filings are due to rounding. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on prior periods’ results. 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 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 the underlying assets and liabilities of its subsidiaries on a consolidated basis 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: (in thousands) May 19, 2022 Total members’ equity (net assets) $ 1,543,740 Plus: Fair value of redeemable noncontrolling interests and noncontrolling interests 74,814 Total net assets of the Company $ 1,618,554 Assets Cash, cash equivalents and Restricted cash $ 205,449 Other current assets 103,875 Total current assets 309,324 Property, plant and equipment 1,522,995 Intangible assets 465,375 Investments, at fair value 90,425 Derivative assets 118,548 Other noncurrent assets 36,361 Total noncurrent assets 2,233,704 Total assets 2,543,028 Liabilities Accounts payable and accrued expenses $ 59,522 Other current liabilities 67,618 Total current liabilities 127,140 Long-term debt, net 501,200 Out-of-market contracts 229,576 Other noncurrent liabilities 66,558 Total noncurrent liabilities 797,334 Total liabilities 924,474 Total members’ equity, redeemable noncontrolling interests and noncontrolling interests $ 1,618,554 The Company recognizes and measures its RNCI, Derivative assets (current and noncurrent) and Investments, at fair value. Refer to Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests, Note 12. Derivative Instruments and Note 6. Fair Value Measurements and Investments for further information surrounding fair value approach and inputs used. As discussed below, the Company adopted ASC 842 as of January 1, 2022. On May 19, 2022, the Company also recognized operating lease, or ROU, assets of $95.1 million, operating lease liabilities, current of $1.2 million and operating lease liabilities, noncurrent of $93.5 million of its subsidiaries that were formerly part of the Company’s investments. The ROU asset and lease liability balances in the May 19, 2022 allocation are not included in the table above. See Note 10. Leases for further details on the ROU assets and lease liabilities recognized at May 19, 2022. Basis of Consolidation The Consolidated Financial Statements and related notes have been presented on the Non-Investment Basis of accounting in accordance with U.S. GAAP and in conformity with the rules and regulations of the SEC applicable to financial information. The Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and those of its subsidiaries in which it has a controlling financial and/or voting interest. All intercompany balances and transactions have been eliminated in consolidation. The Company determines whether it has a controlling interest in an entity by first evaluating whether the entity is a VIE under U.S. GAAP as discussed further below. In connection with the Acquisition, the Company consolidated the results of operations and financial position of GDEV during the period from May 19, 2022 through November 17, 2022. Management determined that GDEV 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 during the period May 19, 2022 through November 17, 2022, GDEV was 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 Sheets and the unrealized gains and/or losses in an investment’s fair value to be recognized on a current basis in the Consolidated Statements of Operations. On November 18, 2022, GREC sold its investment in GDEV to an unrelated third party for total purchase consideration of $5.7 million. The Company realized a gain on sale of this investment in the amount of $0.3 million, which is included in Other expense, net on the Consolidated Statements of Operations. The Company has determined as a result of the sale of GREC’s investment in GDEV that it is no longer the primary beneficiary of GDEV. As a result, as of November 18, 2022, GDEV is no longer considered a consolidated subsidiary of the Company, and therefore its financial position is not included on the Consolidated Balance Sheets as of December 31, 2022. Further, the revenue, expenses and income of GDEV are only included within the Company’s Consolidated Statements of Operations for the period May 19, 2022 through November 17, 2022, the date of the deconsolidation. Additionally, the results of operations and financial position of GDEV GP, which GREC has a controlling voting interest in and whose operations are exclusively related to its role as the general partner of GDEV, are no longer eliminated in consolidation beginning with the deconsolidation on November 18, 2022. The following table summarizes the impact of the sale and deconsolidation of GDEV as of November 18, 2022 on the Consolidated Financial Statements: (in thousands) Balances Prior to Deconsolidation Impact of Sale and Deconsolidation November 18, 2022 Assets Current assets: Cash and cash equivalents $ 191 $ 5,467 $ 5,658 Other current assets 84 164 248 Total current assets $ 275 $ 5,631 $ 5,906 Noncurrent assets: Investments, at fair value $ 73,632 $ (71,658) $ 1,974 Total noncurrent assets 73,632 (71,658) 1,974 Total assets $ 73,907 $ (66,027) $ 7,880 Liabilities, Redeemable Noncontrolling Interests and Equity Current liabilities: Other current liabilities 120 (120) — Total current liabilities 120 (120) — Total liabilities $ 120 $ (120) $ — Equity: Greenbacker Renewable Energy Company LLC controlling interest $ 7,594 $ — $ 7,594 Accumulated deficit (22) 308 286 Noncontrolling interests 66,215 (66,215) — Total equity $ 73,787 $ (65,907) $ 7,880 Total liabilities, redeemable noncontrolling interests and equity $ 73,907 $ (66,027) $ 7,880 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 VIEs in which it holds a controlling financial interest, and all VOE 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 exists: (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 VIEs 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 5. 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 Unrealized gain on investments, net on the Consolidated Statements of Operations. Dividend income is recorded in Other revenue on the Consolidated Statements of Operations as of the date that dividends are declared by the investee. The value of the Company's equity method investments is recorded to Investments, at fair value on the Consolidated Balance Sheets. On the Consolidated Statements of Cash Flows, the Company classifies distributions received from its investees using the “nature-of-the-distribution” approach. Quarterly operating distributions are classified as cash provided from operating activities, while distributions representing proceeds from the sale of property, plant, or equipment or membership interests in subsidiaries of the investees are classified as cash provided from investing activities. Refer to Note 5. Variable Interest Entities and Note 6. Fair Value Measurements and Investments for further details. Noncontrolling Interests, Redeemable Noncontrolling Interests and Hypothetical Liquidation at Book Value NCI represents the portion of the Company’s net income (loss), net assets and comprehensive income (loss) that is 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, 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 Statements of Operations and Consolidated Statements of Comprehensive Income (Loss), if applicable, are determined based on the difference in the carrying amounts of NCI on the Consolidated Balance Sheets 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. NCI is measured using the HLBV method and RNCI is measured using the greater of the estimated redemption value or HLBV method. NCI in subsidiaries that are redeemable at the option of the NCI holder are classified as RNCI on the Consolidated Balance Sheets. Refer to Note 17. 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 requirements for financial institutional loans and purchase and sale agreements that are restricted for use on certain of the Company’s renewable energy projects. Supplemental Cash Flow Information The following table provides a reconciliation of cash and cash equivalents and restricted cash as of December 31, 2023 and 2022: (in thousands) December 31, 2023 December 31, 2022 Cash and cash equivalents $ 96,872 $ 143,224 Restricted cash, current 85,235 47,474 Restricted cash 5,568 — Total cash and cash equivalents and restricted cash $ 187,675 $ 190,698 The following table presents information regarding the Company’s non-cash investing and financing activities as well as the cash paid for interest for the year ended December 31, 2023 and for the period from May 19, 2022 through December 31, 2022: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Non-cash investing and financing activities Deferred sales commission payable $ 10,270 $ 10,973 Redemptions payable 361 32,198 Distribution payable to shareholders 7,606 7,703 Capital expenditures incurred but not paid 38,009 24,284 Non-cash distributions to noncontrolling interests 2,293 2,794 Cash paid for Interest paid, net of amounts capitalized $ 23,608 $ 12,988 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 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 December 31, 2023 and 2022, the allowance for doubtful accounts recorded was not material. Fair Value Measurements ASC Topic 820, Fair Value Measurements (“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 6. 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 or, when the asset is on property subject to a lease or other site control contract, the remaining lease or other contractual periods and renewals that are deemed to be reasonably certain at the date the assets are purchased, if less than the estimated remaining useful life. 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 years Wind energy systems 30 years Battery storage systems 10 years 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 include 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 8. 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 during 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 lead 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. Refer to Note 9. 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 PPA and 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 PPA 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. The Company capitalizes implementation costs related to cloud computing (i.e., hosting) arrangements that are accounted for as a service contract that meets the accounting requirement for capitalization as such implementation costs were incurred to develop or utilize internal-use software hosted by a third-party vendor. The capitalized implementation costs are recorded as part of Other noncurrent assets on the Consolidated Balance Sheets and is amortized over the length of the service contract within Direct operating costs on the Consolidated Statements of Operations. Refer to Note 9. 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. For the year ended December 31, 2023, the Company recognized impairment of long-lived assets of $59.3 million associated with a certain renewable energy asset of which $7.3 million was associated with the plant and equipment asset, and the remainder of which was associated with the favorable PPA contract. Refer to Note 8. Property, Plant and Equipment and Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts for further details. The Company did not recognize any impairment charges on long-lived assets for the period from May 19, 2022 through December 31, 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 or 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 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 operating income from ordinary business activities and is presented as Other revenue on the Consolidated Statements of Operations. Refer to Note 7. Notes Receivable and Note 4. Revenue for further details. Allowance for Credit Losses The Company establishes a notes receivable loss reserve when available information indicates that it is probable a loss has occurred based on the carrying value of each note receivable within the portfolio and the amount of the loss can be reasonably estimated. Significant judgment is required in determining the notes receivable loss reserve, including estimates of the likelihood of default and the estimated fair value of the collateral, if any. For the year ended December 31, 2023, the Company recorded notes receivable loss reserves of $2.0 million. The Company did not record a loss reserve for the year ended December 31, 2022. 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 Sheets. Unamortized deferred financing costs related to unfunded commitments are recorded within Other noncurrent assets on the Consolidated Balance Sheets. 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 Sheets. Refer to Note 11. 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 th |
Valuation of Investments at Fai
Valuation of Investments at Fair Value | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Valuation of Investments at Fair Value | Valuation of Investments at Fair Value The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the period ended May 18, 2022: (in thousands) 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 $ 1,332,933 $ 13,652 $ — $ 322,060 $ (210,520) $ — $ (2) $ 1,458,123 Capital Stock 1,750 (4) (26) — — — — 1,720 Energy Efficiency - Secured Loans 381 — — — — (55) — 326 Secured Loans - Other 33,286 — — 17,365 — (12,270) — 38,381 Total $ 1,368,350 $ 13,648 $ (26) $ 339,425 $ (210,520) $ (12,325) $ (2) $ 1,498,550 (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 Statement of Operations within Net change in unrealized appreciation (depreciation) on Investments and Foreign currency translation for the period from January 1, 2022 through May 18, 2022 attributable to Level 3 investments still held was $13.6 million. 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. |
Related Party Agreements and Tr
Related Party Agreements and Transaction Agreements | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Agreements and Transaction Agreements | Note 16. Related Parties The related party disclosures as included herein reflect such matters as of May 19, 2022 and prospectively. Certain of the related party agreements and transactions were impacted by the Acquisition and are detailed in Note 4. 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 23.6 thousand Class A shares and 2.8 thousand Class P-D shares. In connection with the Acquisition, all Class A shares and Class P-D shares held by GCM were forfeited, retired and cancelled. The forfeiture, retirement, and cancellation of the shares held by GCM for $0.2 million was recorded to Other capital activity on the Consolidated Statements of Equity. Modified Special Unit In accordance with the terms of the Fourth Operating Agreement, the Special Unitholder was the holder of the Special Unit, which, prior to the completion of the Acquisition, entitled the Special Unitholder to receive the Performance Participation Fee and Liquidation Performance Participation Fee, each as described in detail in Note 4. Related Party Agreements and Transaction Agreements as included in the Notes to the Consolidated Financial Statements as prepared under the Investment Basis. Prior to the Acquisition, under the Fourth Operating Agreement, the “Liquidation Performance Participation Fee” payable to the Special Unitholder was equal to 20.0% of the net proceeds from a liquidation of the Company in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital was defined as the Company's NAV immediately prior to the time of a liquidation or a listing. In the event of any liquidity event that involved a listing of the Company's shares, or a transaction in which the Company’s members received shares of a company that was listed, on a national securities exchange, the Liquidation Performance Participation Fee would have been equal to 20.0% of the amount, if any, by which the Company's listing value following such liquidity event exceeded the adjusted capital, as calculated immediately prior to such listing (the “Listing Premium”). Any such Listing Premium and related Liquidation Performance Participation Fee would be determined and payable in arrears 30 days after the commencement of trading following such liquidity event. Following the Acquisition, under the Fifth Operating Agreement, the “Liquidation Performance Participation Distribution” is payable to the LPU Holder upon the same terms described above with the exception that amounts that may be earned upon the occurrence of a listing of the Company’s shares (or a transaction in which the Company’s members receive shares of a company that is listed) on a national securities exchange are no longer payable in cash, but only in additional Class P-I shares, which will be valued for such purpose at their then fair market value as determined in accordance with the terms of the Fifth Operating Agreement at the time of such listing. In the case of a liquidation of the Company, amounts payable may be paid in additional shares of the Company, other securities and/or cash. Refer to Note 18. 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”). In November 2023, Group LLC and the Service Recipients entered into an amended transition services agreement (the “Amended Transition Services Agreement”), pursuant to which Greenbacker Administration is providing certain financial and corporate recordkeeping services to the Service Recipients until the earlier of: (i) December 31, 2025; (ii) such time as the parties terminate the services arrangement; or (iii) one month after such Service Recipient has been liquidated and dissolved. The Service Recipients shall be required to pay a fee of $200 per hour per person performing the services it receives under both the Transition Services Agreement and Amended Transition Services Agreement. The impact of the Transition Services Agreement and Amended Transition Services Agreement, as applicable, to the Consolidated Financial Statements for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 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, pursuant to which GREC has agreed to use commercially reasonable efforts to prepare and file with the SEC not later than 12 months from the beginning of the first full calendar month following completion of an initial public offering by GREC a shelf registration statement relating to the resale of shares of common stock of GREC that may in the future be held by Group LLC, the LPU Holder and/or their respective members to the extent their shares of the Company are repurchased, redeemed, exchanged or converted into shares of common stock of GREC. GREC has agreed to pay customary registration expenses and to provide customary indemnification in connection with the foregoing registration rights. Executive Protection Plan In connection with the closing of the Acquisition, each of Mr. Charles Wheeler and Mr. David Sher terminated their employment agreements with Group LLC, and such employment agreement was superseded by offer letters from GREC and participation in the GREC Executive Protection Plan. GCM Managed Funds Prior to the Acquisition, GCM served as the external advisor of four investment entities: the Company, GROZ, GDEV I and GREC II. The Advisory Agreement between GCM and the Company was terminated in connection with the Acquisition. However, the Company continues to provide through GCM investment management services to GROZ, GDEV I and GREC II as a result of the acquisition of GCM. As a result, the Company began to record Investment Management revenue on the Consolidated Statements of Operations, as applicable, and more fully described below. In addition, the Company entered into an advisory agreement with GDEV II on November 11, 2022. Base management fees under GCM’s advisory fee agreement with GROZ are calculated at a monthly rate of 0.125% (1.50% annually) of the average gross invested capital for GROZ. During the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, the Company earned $0.3 million and $0.2 million, respectively, in management fees from GROZ. Management fees from GROZ are included in Investment Management revenue on the Consolidated Statements of Operations. The management fees earned are payable monthly, in arrears. As of December 31, 2023 and 2022, the Company was owed $0.2 million and $0.1 million, respectively, in management fees from GROZ, which is included in Accounts receivable on the Consolidated Balance Sheets. The Company is also eligible to receive certain performance-based incentive fee distributions from GROZ, including upon liquidation of GROZ, subject to certain distribution thresholds as defined in the amended and restated limited liability company operating agreement of GROZ. The Company did not recognize any revenue related to GROZ incentive fee distributions for the year ended December 31, 2023 or the period from May 19, 2022 through December 31, 2022. Base management fees under GCM’s advisory fee agreements with GDEV and GDEV B, dated March 3, 2022, are calculated as described herein. For the period from March 3, 2022 through the date on which the commitment period ends (as defined in the GDEV and GDEV B amended and restated limited partnership agreements), the management fee is calculated at an annual rate of 1.75% to 2.00%, depending on the limited partner, of the aggregate capital commitments to GDEV and 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 1.75% to 2.00%, depending on the limited partner, of the aggregate cost basis of all portfolio securities of GDEV and GDEV B. The management fees earned are payable quarterly in advance. As a result of the Company consolidating GDEV during the period from May 19, 2022 through November 17, 2022, $0.9 million of management fee revenue earned under the advisory agreement with GDEV was considered intercompany revenue and was therefore eliminated in consolidation. As a result of the deconsolidation of GDEV on November 18, 2022, management fee revenue is no longer eliminated in consolidation and is recorded on the Consolidated Statements of Operations. During the period from November 18, 2022 through December 31, 2022, the Company earned $0.2 million in management fees from GDEV, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2022, the Company was not owed any management fees from GDEV. Management fee revenue earned under the advisory agreement with GDEV B is not considered intercompany revenue, and therefore is not eliminated in consolidation. During the period from May 19, 2022 through December 31, 2022, the Company earned $0.4 million in management fees from GDEV B, which is included in Investment Management revenue on the Consolidated Statements of Operations. During the year ended December 31, 2023, the Company earned $2.4 million in management fees from GDEV I, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company was not owed any management fees from GDEV I. As of December 31, 2023 and 2022, GDEV I prepaid the Company management fees of nil and $0.6 million, respectively, which is included in Other current liabilities on the Consolidated Balance Sheets. The Company is also eligible to receive certain performance-based incentive fee distributions from GDEV I, including upon liquidation of GDEV I, subject to certain distribution thresholds as defined in the amended and restated limited liability partnership agreements of GDEV I. The Company did not recognize any revenue related to GDEV I incentive fee distributions for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022. Base management fees under GCM’s advisory agreement with GDEV II, dated November 11, 2022, are calculated as described herein. For the period from November 11, 2022 through the date on which the commitment period ends (as defined in the GDEV II amended and restated limited partnership agreement), the management fee is calculated at an annual rate of 1.50% to 2.00%, depending on the limited partner, of the aggregate capital commitments to GDEV II. Beginning on the date following the date on which the commitment period terminates, the management fee will be calculated at an annual rate of 1.50% to 2.00%, depending on the limited partner, of the aggregate cost basis of all portfolio securities of GDEV II. The management fees earned are payable quarterly in advance. During the year ended December 31, 2023 and the period from November 11, 2022 through December 31, 2022, the Company earned $2.0 million and $0.2 million, respectively, in management fees from GDEV II, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company was owed $0.8 million and $0.2 million, respectively, in management fees from GDEV II, which is included in Accounts receivable on the Consolidated Balance Sheets. The Company is also eligible to receive certain performance-based incentive fee distributions from GDEV II, including upon liquidation of GDEV II, subject to certain distribution thresholds as defined in the amended and restated limited liability partnership agreements of GDEV II. The Company did not recognize any revenue related to GDEV II incentive fee distributions for the year ended December 31, 2023 or the period from November 11, 2022 through December 31, 2022. Base management fees under GCM’s advisory fee agreement with GREC II are to be calculated at a monthly rate of 1.25% annually of the aggregate NAV of the net assets attributable to Class 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) During the year ended December 31, 2023, the Company earned $3.9 million in management fees from GREC II, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023, the Company was owed $2.3 million in management fees from GREC II, which is included in Accounts receivable on the Consolidated Balance Sheets. For the period from May 19, 2022 through December 31, 2022, the Company did not earn any management fees under the advisory agreement due to GREC II’s early stage of development. The Company is also eligible to receive certain performance-based incentive fees from GREC II, including upon liquidation of GREC II, subject to certain distribution thresholds as defined in the advisory agreement between GCM and GREC II. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, the Company recognized $1.7 million and $0.9 million, respectively, related to GREC II performance-based incentive fees, which are included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company was owed $0.5 million and $0.9 million, respectively, in performance-based incentive fees, respectively, which are included in Accounts receivable on the Consolidated Balance Sheets. In addition, the Company earns administrative fee revenue for certain technical, financial, legal, accounting, tax and operational asset management services performed by Greenbacker Administration. Pursuant to the administration agreement between GREC II and Greenbacker Administration, GREC II will reimburse Greenbacker Administration for the costs and expenses incurred by Greenbacker Administration and any sub-administrators in performing their obligations and providing personnel and facilities to GREC II. During the year ended December 31, 2023, the Company earned $3.5 million in administrative fee revenue, which is included in Investment Management revenue on the Consolidated Statements of Operations. The Company did not recognize any administrative fee revenue for the period from May 19, 2022 through December 31, 2022. As of December 31, 2023, the Company was owed $2.4 million in administrative fees from GREC II, which is included in Accounts receivable on the Consolidated Balance Sheets. During the year ended December 31, 2023, the Company guaranteed $34.9 million of costs to complete ongoing construction of certain facilities currently owned or to be acquired by GREC II pursuant to the terms and conditions of various construction related contracts. As of December 31, 2023, the Company was not aware of any events that could trigger the Company’s obligations under these guarantees. During March 2024, the Company assigned $18.1 million of guarantees to GREC II and intends to assign the remaining guarantees. Other Related Party Transactions The Company entered into secured loans to finance the purchase and installation of energy-efficient lighting with AEC Companies. Certain of the loans with LED Funding LLC, an AEC Company, converted to a lease on the day the energy efficiency upgrades became operational. AEC Companies are considered related parties as the members of these entities own a direct, noncontrolling ownership interest in the Company. The loans between the AEC Companies and the Company, and the subsequent leases, were negotiated at 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 December 31, 2023 and 2022, the Company was owed $0.1 million and $0.1 million, respectively, in lease payments from AEC Companies, which is included in Accounts receivable on the Consolidated Balance Sheets. As of December 31, 2023 and 2022, the principal balance of the loan receivable was $0.2 million and $0.3 million, respectively, which is included in Other noncurrent assets on the Consolidated Balance Sheets. The interest receivable as of December 31, 2023 and 2022 was not material. The Company received payments of $0.1 million and $0.1 million on the operating leases and the loan receivable, respectively, during both the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022. On September 1, 2023, GREC (together with the Company) and Mehul Mehta entered into a separation agreement where Mr. Mehta’s role as Chief Investment Officer with the Company terminated on September 1, 2023, and the Company engaged Mr. Mehta as a consultant. Pursuant to the separation agreement, Mr. Mehta will receive cash severance of $1.3 million and a grant of 0.1 million cash-settled restricted share units, of which a certain portion vested on February 17, 2024, with the remainder vesting on February 17, 2025. Mr. Mehta’s previous grant of 0.1 million restricted share units were forfeited. A certain number of Mr. Mehta’s Earnout Shares will vest on an accelerated basis on May 19, 2024. Mr. Mehta will also have the ability to have Class P-I shares repurchased depending on whether the Company’s current SRP has been terminated or suspended. Refer to Note 19. Share-based Compensation for additional information on Mr. Mehta’s forfeited restricted share units and granted cash-settled restricted share units. All participating Earnout Shares and Class P-I shares were reclassified as temporary equity and recorded within Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. In addition, the Company entered into a consulting agreement with Mr. Mehta to provide certain consulting, transition and other services. The term of the consulting agreement is from September 1, 2023 through January 2, 2024, with total consideration of $0.2 million paid in accordance with the Company’s normal payroll schedule. The consulting agreement expired in accordance with its terms on January 2, 2024. The related party disclosures as included herein reflects such matters as of May 18, 2022 and prior to such date. Certain of the related party agreements and transactions were impacted by the Acquisition and are detailed in Note 16. Related Parties as included in the Notes to the Consolidated Financial Statements as prepared under the Non-Investment Basis. Prior to the Acquisition, the LLC had executed advisory and administration agreements with GCM and Greenbacker Administration, which entitled GCM, and certain affiliates of GCM, to specified fees upon the provision of certain services with regard to the ongoing management of the LLC as well as reimbursement of O&O costs incurred by GCM on behalf of the LLC (as discussed in Note 2. Significant Accounting Policies) and certain other operating costs incurred by GCM on behalf of the LLC. As the LLC’s previous public offering was terminated on March 29, 2019, its former dealer manager will no longer receive any selling commissions or dealer manager fees. However, our former dealer manager will continue to receive distribution fees on Class C shares until the maximum amount of commissions and dealer manager fees permitted by applicable regulation is reached. With respect to Class C shares only, the LLC pays the former dealer manager a distribution fee that accrues daily in an amount equal to 1/365th of 0.80% of the amount of the net asset value for the Class C shares for such day on a continuous basis from year to year. The LLC will stop paying distribution fees at the earlier of 1) a listing of the Class C shares on a national securities exchange; 2) total underwriting compensation in the offering equals 10.0% of the gross proceeds from the primary offering of Class C shares, following the completion of such offering; or 3) Class C shares are no longer outstanding. The dealer manager may re-allow all or a portion of the distribution fee to participating broker-dealers and servicing broker-dealers. The LLC estimated the amount of distribution fees expected to be paid and recorded that liability at the time of sale of such shares. The LLC continues to assess the value of the liability on a regular basis. The 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 $50.0 million) until gross assets exceed $800.0 million. The base management fee monthly rate decreased to 0.15% (1.75% annually) for gross assets between $800.0 million to $1.5 billion and 0.13% (1.50% annually) for gross assets greater than $1.5 billion. For services rendered under the advisory agreement, the base management fee was payable monthly in arrears, or more frequently as authorized under the advisory agreement. The base management fee was calculated based on the average of the values of our gross assets for each day of the prior month. Base management fees for any partial period were appropriately prorated. The base management fee had the ability to be deferred or waived, in whole or in part, at the election of GCM. All or any part of the deferred base management fee not taken as to any period was deferred without interest and may be taken in any period prior to the occurrence of a liquidity event as determined by GCM in its sole discretion. On July 1, 2021, the LLC entered into the Advisory Agreement with GCM. Effective July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of the net assets until the net assets exceed $800.0 million. The base management fee monthly rate will decrease to 0.15% (1.75% annually) for net assets between $800.0 million to $1.5 billion and to 0.13% (1.50% annually) for net assets greater than $1.5 billion. Following the completion of the Acquisition and the termination of the Advisory Agreement, the LLC no longer pays a management fee to GCM. 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. Type of Compensation and Recipient Determination of Amount The calculation of the Total Return Amount for each period included any appreciation or depreciation in the NAV of the shares issued during such period but exclude the proceeds from the initial issuance of such shares. The total NAV of the shares outstanding as of the last business day of a calendar quarter was the amount against which changes in the total NAV of the shares outstanding during the subsequent calendar quarter was measured. Furthermore, the “Loss Carryforward Amount” was initially equal to zero and cumulatively increased in any calendar quarter by the absolute value of any negative total return for such quarter and cumulatively decreased in any calendar quarter by the amount of any positive total return. The “Fee Carryforward Amount” was also initially equal to zero, and cumulatively increased in any calendar quarter by (i) the amount, if any, by which the Hurdle Amount (noted above) for such quarter exceeded any positive Total Return Amount for such quarter; and (ii) the amount, if any, by which the catch-up amount for such quarter exceeded excess profits for such quarter. The fee carryforward amount was cumulatively decreased in any calendar quarter by the amount, if any, of the Fee Carryforward Amount paid to the Special Unitholder for such quarter. Neither the Loss Carryforward Amount nor the Fee Carryforward Amount were permitted to less than zero at any given time. The Special Unitholder shall receive the Performance Participation Fee as follows: ● if the Total Return Amount for the applicable period exceeded the sum of (x) the Hurdle Amount for such period and (y) the Loss Carryforward Amount for such Period (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount paid to the Special Unitholder equals 12.5% of the sum of (x) the Hurdle Amount for such period and (y) any amount paid to the Special Unitholder pursuant to this clause (the “Catch-Up Amount”); ● to the extent there were remaining Excess Profits after payment of the Catch-Up Amount, 100% of such remaining Excess Profits until such amount paid to the Special Unitholder equaled the amount of the Fee Carryforward Amount for such period; and ● to the extent there are remaining Excess Profits after payment of the Catch-Up Amount and the Fee Carryforward Amount (as defined above), 12.5% of such remaining Excess Profits. The Liquidation Performance Participation Fee payable to the Special Unitholder will equal 20.0% of the net proceeds from a liquidation of the LLC in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital shall mean the LLC NAV immediately prior to the time of a liquidation or a listing. In the event of any liquidity event that involves a listing of the LLC's shares, or a transaction in which the LLC's members receive shares of a company that is listed, on a national securities exchange, the Liquidation Performance Participation Fee will equal 20.0% of the amount, if any, by which the LLC's listing value following such liquidity event exceeds the adjusted capital, as calculated immediately prior to such listing (the “Listing Premium”). Any such Listing Premium and related Liquidation Performance Participation Fee will be determined and payable in arrears 30 days after the commencement of trading following such liquidity event. For the period from January 1, 2022 through May 18, 2022, GCM earned $10.7 million in management fees. The Performance participation fee recorded on the Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022 is $0.4 million. As of May 18, 2022, GCM owned 23.6 thousand Class A shares and 2.8 thousand Class P-D shares. The LLC entered into secured loans to finance the purchase and installation of energy-efficient lighting with LED Funding LLC and AEC Companies. Certain of the loans with LED Funding LLC, converted to a lease on the day the energy efficiency upgrades became operational. AEC Companies are considered related parties, as the members of these entities own an indirect, noncontrolling ownership interest in GCM. The loans outstanding between the AEC Companies and the LLC, and the subsequent leases, were negotiated at 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 LP commitment to GDEV, which was increased to $6.1 million in the fourth quarter of 2020. In April 2021, the commitment to GDEV increased to $7.5 million. As the initial investor, GREC was awarded a 10.00% carried interest participation in GDEV GP, GDEV's general partner. GDEV is an affiliate of GREC as GDEV shares the same investment advisor as the LLC. As of May 18, 2022, $2.9 million of the commitment was funded. |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Borrowings | Note 11. Debt The Company has entered into credit facilities and loan agreements through its subsidiaries, as described below. (dollars in thousands) Outstanding as of December 31, 2023 Outstanding as of December 31, 2022 Interest rate Maturity date GREC Entity HoldCo (1) $ 65,951 $ 74,197 Daily SOFR + 1.85% June 20, 2025 Midway III Manager LLC 13,932 14,610 3 mo. SOFR + 1.73% September 28, 2025 Trillium Manager LLC 68,785 72,737 Daily SOFR + 1.98% June 9, 2027 GB Wind Holdco LLC (2) 50,408 122,684 3 mo. SOFR + 1.38% Various (3) Greenbacker Wind Holdings II LLC 70,628 72,477 3 mo. SOFR + 1.98% December 31, 2026 Conic Manager LLC 23,363 24,356 3 mo. SOFR + 1.75% August 8, 2026 Turquoise Manager LLC 30,994 31,687 3 mo. SOFR + 1.35% December 23, 2027 Eagle Valley Clean Energy LLC 35,389 35,112 Various (4) January 2, 2057 Eagle Valley Clean Energy LLC (Premium financing agreement) — 1,064 6.99% November 30, 2023 (5) Greenbacker Equipment Acquisition Company LLC — 6,500 Prime + 1.00% December 31, 2023 (6) ECA Finco I, LLC 18,563 19,757 3 mo. SOFR + 2.60% February 25, 2028 GB Solar TE 2020 Manager LLC 18,506 19,182 3 mo. SOFR + 1.88% October 30, 2026 Sego Lily Solar Manager LLC 133,898 137,445 3 mo. SOFR + 1.53% June 30, 2028 Celadon Manager LLC 72,853 61,925 Daily SOFR + 1.60% February 18, 2029 GRP II Borealis Solar LLC 40,646 41,788 3 mo. SOFR + 2.00% June 30, 2027 Ponderosa Manager LLC 88,594 147,080 3 mo. SOFR + 1.40% October 4, 2029 (7) PRC Nemasket LLC 41,806 44,488 Daily SOFR + 1.25% November 1, 2029 GREC Holdings 1 LLC 74,594 60,000 1 mo. SOFR + Applicable Margin (8) November 29, 2027 Dogwood GB Manager LLC 57,463 — 1 mo. SOFR + 1.63% March 29, 2030 GREC Warehouse Holdings I LLC 155,558 — 3 mo. SOFR + 2.03% August 11, 2026 Total debt $ 1,061,931 $ 987,089 Less: Total unamortized discount and deferred financing fees (43,679) (40,459) Less: Current portion of long-term debt (9) (82,855) (95,870) Total long-term debt, net $ 935,397 $ 850,760 (1) See the description of the credit agreement below for a discussion of GREC Entity HoldCo’s non-compliance with the debt service coverage ratio (as defined in the credit agreement) as of and for the fiscal quarter ended December 31, 2023. (2) The GB Wind Holdco LLC tax equity bridge loans totaling $69.5 million were paid in full, and $63.1 million was paid on the term loan facility with proceeds from the Company’s failed sale-leaseback arrangements in November and December 2023. In addition, in the year ended December 31, 2023, there were additional borrowings of $69.5 million offset by $9.2 million of repayments in the ordinary course of business. (3) The GB Wind Holdco LLC tax equity bridge loan and repower term loans mature on March 31, 2024 and December 31, 2027, respectively. (4) Eagle Valley Clean Energy LLC’s loan includes a term loan that bears interest at a fixed rate of 1.69% and a loan governed by a debt settlement agreement that bears interest at a fixed rate of 1.91%. (5) The loan was paid in full in October 2023. (6) On October 23, 2023, the maturity date was amended to December 31, 2023 in the Fourth Amendment to the Loan and Security Agreement. The loan was paid in full in December 2023. (7) The Ponderosa Manager LLC tax equity bridge loan of $34.5 million was paid in full in October 2023. (8) GREC Holdings 1 LLC’s loan includes interest on the outstanding principal at the term SOFR index rate plus a spread adjustment plus applicable margin (spread adjustment of 0.10%; applicable margin ranging between 1.75% and 2.00%). (9) Adjusted for $6.1 million of unamortized debt discount and deferred financing fees pertaining to current portion of long-term debt of $88.9 million. During the years ended December 31, 2023 and 2022, the Company entered into new or modified existing debt facilities as noted below: GREC Holdings 1 LLC On November 29, 2022, GREC Holdings 1 LLC entered into a credit agreement with a syndicate of lenders for an aggregate revolving credit facility commitment of $150.0 million with the allowance for increases of credit of no more than $50.0 million. On March 21, 2023, the facility was amended to increase the aggregate commitment to $200.0 million. Advances under the revolving credit facility, through the maturity date of November 29, 2027, will bear interest at the term SOFR index rate plus a spread adjustment plus applicable margin (spread adjustment of 0.10%; applicable margin ranging between 1.75% and 2.00%), and base rate loans will bear interest of the base rate plus applicable margin (base rate being greatest of prime rate, index floor, or federal funds rate plus 0.50%; applicable margin ranging between 0.75% and 1.00%). Dogwood GB Manager LLC On March 29, 2023, Dogwood GB Manager LLC entered into a loan agreement with a syndicate of lenders to provide a term loan in an aggregate principal amount of up to $47.1 million. On May 30, 2023, the loan agreement was amended to increase the aggregate principal amount up to $90.6 million. The loan is secured by a first-priority security interest in all assets of Dogwood GB Manager LLC, including a pledge of (a) Dogwood GB Manager LLC's interest in Dogwood Holdings LLC, and (b) GREC Holdings 1 LLC's ownership interests in Dogwood GB Manager LLC. The interest rate on the loan is one-month SOFR plus an applicable margin, which is 1.63% per annum through the fourth anniversary of the closing date and 1.75% per annum after the fourth anniversary of the closing date. Thereafter, the interest rate will increase by 0.12% for each fourth anniversary. The borrower is only required to pay interest in quarterly installments through the fifth anniversary of the closing date, and thereafter is required to pay quarterly installments of principal and interest through the maturity date, March 29, 2030. GREC Warehouse Holdings I LLC On August 11, 2023, GREC Warehouse Holdings 1 LLC entered into a credit agreement with a syndicate of lenders for an aggregate revolving credit facility commitment of $75.0 million with the allowance for increases of credit of no more than $175.0 million. On October 16, 2023, the credit agreement was amended to increase the commitment to $225.0 million with the allowance for increases of credit of no more than $25.0 million. The revolving credit facility will bear interest at the three-month SOFR plus an applicable margin, which is 2.03% through the second anniversary of the closing date and 2.28% per annum after the second anniversary of the closing date through the maturity date, August 11, 2026. Borrowings under the credit facility are secured by certain equity interests in the borrower and its wholly owned subsidiaries held by indirect wholly owned subsidiaries of the Company. GB Wind Holdco LLC On September 15, 2023 and November 14, 2023, the GB Wind Holdco LLC loan agreement was amended and restated to provide financing in connection with the repower of certain wind facilities. The loan bears interest at the three-month SOFR 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 through the applicable maturity date. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of December 31, 2027, at which point all unpaid principal, interest, fees, cost, and all other obligations with respect to the term loan shall be due and payable. The tax equity bridge loans bear interest at the three-month SOFR rate plus an applicable margin, which is 1.3% per annum. Principal and interest payments for the tax equity bridge loans shall be made on the applicable maturity dates for the applicable repowering projects, currently only applicable to one of the repower projects through the scheduled maturity date of March 31, 2024. 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 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 SOFR plus an applicable margin, which is 1.53% 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 June 30, 2028. Celadon Manager LLC On February 18, 2022, Celadon Manager LLC entered into a loan agreement syndicated with 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 1.60% 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. Ponderosa Manager LLC On July 26, 2022, Ponderosa Manager LLC and Utility Solar AcquisitionCo 2022 LLC jointly entered into a financing agreement syndicated with various lenders who agreed to provide certain construction, ITC bridge and aggregation loan facilities in an amount not to exceed $173.4 million. The construction and aggregation loan facilities reached the end of their availability periods in 2023. On October 4, 2023, the Company repaid the ITC bridge loan and the construction aggregation loans were converted into a term loan. The term loan bears interest at SOFR plus 1.4% through the maturity date of October 4, 2029. PRC Nemasket LLC On November 1, 2022, PRC Nemasket LLC entered into a financing agreement. The lenders agreed to provide a term loan not to exceed $45.0 million in aggregate. The principal of the term loan shall be due and payable in quarterly principal installments, with final payment due on the maturity date, November 1, 2029. The banks also agreed to extend letters of credit to the borrower not to exceed $2.5 million in aggregate. The letters of credit have an expiration date agreed to at the time of issuance, with an expiration date of no more than twelve months after the date of the of letter issuance. All loans bear interest at SOFR with an applicable margin of 1.25%, increasing to 1.38% after the fourth anniversary of the closing date. GREC Entity HoldCo On November 25, 2021, GREC Entity HoldCo converted its loan to a term loan with a maturity on June 20, 2025. The loan bears interest at a rate equal to the daily SOFR rate plus 1.85%. The loan is secured by, among other customary interests, a pledge of all of the issued and outstanding equity interests of GREC Entity HoldCo as a collateral for this credit agreement. The credit agreement was amended to eliminate any guarantee from either GREC LLC or GREC in November 2022. As of and for the fiscal quarter ended December 31, 2023, GREC Entity HoldCo was not in compliance with the debt service coverage ratio (as defined in the credit agreement) for this credit agreement, which resulted in the Company’s classification of the debt to the current liability as of December 31, 2023. A default under the credit agreement permits the administrative agent, among other things, to declare all or any part of the outstanding principal amount of the loans under the credit agreement and related interest immediately due and payable. The Company is working in good faith with the lender to secure a waiver of default. While the Company expects to receive a waiver of default, there is no guarantee that the company will receive such waiver. Further, there are no cross-defaults associated with this technical default. The Company has entered into interest rate swap contracts to manage the interest rate risk associated with its outstanding borrowings. Refer to Note 12. Derivative Instruments for further discussion. The following table shows the components of interest expense related to the Company’s borrowings for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Loan interest (1) $ 54,615 $ 16,093 Commitment / letter of credit fees 2,986 2,013 Amortization of deferred financing fees and discount 6,690 1,533 Interest capitalized (23,378) (4,614) Total $ 40,913 $ 15,025 (1) Includes interest rate swap settlements in the amount of $26.7 million as a reduction of loan interest. Interest expense disclosed in the table above is included within Interest expense, net on the Consolidated Statements of Operations. The principal payments due on borrowings for each of the next five years ending December 31, 2023 and thereafter, are as follows: (in thousands) Period ending December 31, Principal Payments 2024 $ 88,917 2025 39,546 2026 277,490 2027 255,582 2028 133,462 Thereafter 266,934 $ 1,061,931 Other Financing Arrangements In November and December 2023, the Company entered into sale-leaseback arrangements related to certain wind assets with an initial lease term of 9.3 and 20.0 years, respectively, for total cash proceeds of $240.9 million. The Company utilized the proceeds to pay down $132.6 million of existing debt and $1.0 million in transaction costs. Under the lease agreements, the Company is required to make total lease payments of $158.6 million over the respective lease terms. In addition, in accordance with the lease agreements, the Company has an early buyout option in December 2029. The early buyout option is defined as the fair market value of the project at the buyout date or an amount set forth in the lease agreement, whichever is greater. As part of the arrangement, the Company will still operate and earn revenues from the facilities throughout the lease term while the lessor will be entitled to all available tax credits. As part of the sale-leaseback transaction, the Company entered into a tax indemnity agreement. As part of the agreement, with respect to the leased assets, the lessor holds indemnification rights related to a disallowance or reduction of assumed tax deductions and tax credits. Subject to certain requirements set forth within the tax indemnity agreement, the Company would be required to pay the lessor for all reduced or disallowed tax deductions and credits. The sale-leaseback arrangements did not meet the criteria of a sale for accounting purposes. As such, the Company accounted for these transactions as a failed sale-leaseback and financing arrangements. As of December 31, 2023, the Company recorded $69.4 million and $169.8 million of financing obligations within Current portion of failed sale-leaseback financing and Failed sale-leaseback financing, net of current portion, respectively, on the Consolidated Balance Sheets. In connection with the transaction, the Company recorded origination costs as an offset to the failed sale-leaseback financing liability. As of December 31, 2023, the Company recorded $0.3 million and $1.4 million of origination costs which are recorded as a reduction to Current portion of failed sale-leaseback financing and Failed sale-leaseback financing, net of current portion, respectively, on the Consolidated Balance Sheets. The future payments on failed sale-leaseback financing arrangements for each of the next five years ending December 31, 2023 and thereafter, are as follows: (in thousands) Period ending December 31, Future Payments 2024 $ 69,722 2025 9,685 2026 9,900 2027 10,046 2028 10,028 Thereafter 49,201 Total lease payments $ 158,582 On January 5, 2018, the LLC, through GREC HoldCo, entered into a credit facility agreement (the “Credit Facility”). The Credit Facility consisted of a loan of up to the lesser of $60.0 million or a borrowing base amount based on various solar projects that act as collateral for the Credit Facility, of which approximately $25.7 million was drawn down at closing. The Credit Facility allowed for additional drawdowns through December 31, 2018 and converted to a term loan with a maturity on January 5, 2024. On June 20, 2019, the LLC, through GREC HoldCo, entered into an amended and restated credit agreement (the “New Credit Facility”). The New Credit Facility consists of a loan of up to the lesser of $110.0 million or a borrowing base amount based on various solar projects that act as collateral for the credit facility, of which approximately $58.3 million was drawn down at closing. In November 2020, the LLC, through GREC HoldCo, entered into the Second Amended and Restated Credit Agreement, which amends the New Credit Facility to make available a non-revolving line of credit facility that will convert into a term loan facility and a letter of credit facility. The commitments of the lenders aggregate to $97.8 million between existing term loans, future committed loans and letters of credit, of which approximately $90.7 million was drawn at closing. The New Credit Facility allows for additional drawdowns through November 25, 2021, at which point the outstanding loans shall convert to an additional term loan that matures on June 20, 2025. The LLC used the net proceeds of borrowings under the New Credit Facility for investment in additional alternative energy power generation assets that are anticipated to become projects and for other general corporate purposes. Loans made under the New Credit Facility bear interest at 1.75% in excess of the three-month LIBOR. Prior to the New Credit Facility converting to a term loan, quarterly commitment fees on the average daily unused portion of the Credit Facility were payable at a rate per annum of 0.50%. Borrowings under the New Credit Facility are back-leveraged and secured by all of the assets of GREC HoldCo and the equity interests of each direct and indirect subsidiary of the LLC. The LLC, GREC and each direct and indirect subsidiary of the LLC are guarantors of the LLC’s obligations under the New Credit Facility. GREC has pledged all of the equity interests of GREC HoldCo as collateral for the New Credit Facility. Regarding the Credit Facility, the LLC has entered into five separate interest rate swap agreements as economic hedges. The first swap, with a trade date of June 15, 2017, an effective date of June 30, 2018 and an initial notional amount of $20.9 million was used to swap the floating-rate interest payments on an additional principal amount of the Credit Facility, for a corresponding fixed payment. The fixed swap rate is 2.26%. The second swap, with a trade date of January 11, 2018, an effective date of December 31, 2018 and an initial notional amount of $29.6 million was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.65%. The third swap, with a trade date of February 7, 2018, an effective date of December 31, 2018 and an initial notional amount of $4.2 million was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.97%. The fourth swap, with a trade date of January 2, 2019, an effective date of September 30, 2019 and an initial notional amount of $38.2 million was used to swap the floating-rate interest payments on the 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, GREC entered into a $15.0 million revolving letter of credit facility (“LC Facility”) agreement. On January 30, 2020, the LC Facility was amended to include an equipment loan, and the amount of $5.6 million was drawn down under the equipment facility loan. On March 18, 2020, a repayment of $1.9 million was made, reducing the outstanding balance of the equipment facility loan. On June 9, 2020, a repayment of the remaining outstanding balance occurred. In October 2020, the LC Facility agreement was amended to increase the aggregate principal amount to $22.5 million. On April 1, 2021, the LC Facility agreement was amended to maintain cash collateral in an amount equal to 100.00% of the outstanding obligation and the letter of credit fee was reduced from 2.25% to 0.75%. On June 3, 2021, the LC Facility agreement was amended to extend the maturity date to September 4, 2021. On September 3, 2021, the LC Facility agreement was amended to extend the maturity date to September 4, 2022. On September 28, 2021, the LC Facility agreement was amended to increase the aggregate principal amount to $32.5 million. On February 2, 2022, the LC Facility agreement was amended to increase the aggregate principal amount to $40.0 million. The following table shows the components of interest expense related to the LLC's borrowings for the period from January 1, 2022 through May 18, 2022: (dollars in thousands) For the period from January 1, 2022 through May 18, 2022 Credit Facility commitment fee $ 136 Credit Facility loan interest 658 Amortization of deferred financing costs 520 Total $ 1,314 Weighted average interest rate on Credit Facility 2.0 % Weighted average outstanding balance of Credit Facility $ 81,708 |
Members' Equity
Members' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Members' Equity | Note 18. Equity General Pursuant to the terms of the Fifth Operating Agreement, the Company may issue up to 400.0 million shares, 350.0 million of which shares are currently designated as Class A, C, I, P-A, P-D, P-S, P-T, P-I shares and Earnout Shares (collectively, common shares), and 50.0 million are designated as preferred shares. Except as described below, each class of common shares will have the same voting rights and rights to participate in distributions payable by the Company. In connection with the Acquisition, the Company issued 13.1 million newly designated Earnout Shares to Group LLC pursuant to a certificate of share designation of Class EO common shares of the Company (the “Certificate of Designation”).The Certificate of Designation was subsequently amended and restated in February 2024 (the “Amended and Restated Certificate of Designation”). The Amended and Restated Certificate of Designation amended the provision providing for the allocation of net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Company.. Earnout Shares are divided into three separate series, designated as “Tranche 1 Earnout Shares,” “Tranche 2 Earnout Shares,” and “Tranche 3 Earnout Shares,” and are comprised of 4.4 million Tranche 1 Earnout Shares, 4.4 million Tranche 2 Earnout Shares, and 4.4 million Tranche 3 Earnout Shares. Each separate series of Earnout Shares initially do not have the right to participate in any distributions paid by the Company. However, upon the achievement of separate benchmark targets applicable to each series in accordance with the terms of the Amended and Restated Certificate of Designation, or upon the occurrence of certain liquidity events, each series of Earnout Shares can become Participating Earnout Shares and will become entitled to priority allocations of profits and increases in value from the Company, and will (i) have equivalent economic and other rights as the Class P-I shares of the Company, (ii) vote together as a single class with the Class P-I shares on all matters submitted to holders of Class P-I shares generally, (iii) not have separate voting rights on any matters (other than amendments to the terms of the Participating Earnout Shares that affect such Participating Earnout Shares adversely and in a manner that is different from the terms of the Class P-I shares), and (iv) have the right to participate in all distributions payable by the Company, as if they were, and on a pari passu basis with, the Class P-I shares for all purposes set forth in the Fifth Operating Agreement. Prior to the satisfaction of these targets as per the terms and conditions of the Amended and Restated Certificate of Designation, Earnout Shares will not be entitled to (x) vote with other shares on matters submitted to the holders of shares generally or (y) receive any distributions made to any other holders of shares (and will not be entitled to any accrual of distributions prior to achieving the targets described in the Amended and Restated Certificate of Designation). As of December 31, 2023, certain Earnout Shares have earned participating status as discussed in Earnout Shares below. In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I shares and 13.1 million Earnout Shares. Holders of the Class P-I shares or Earnout Shares issued pursuant to the Contribution Agreement will not be permitted to sell or transfer the Class P-I shares or Earnout Shares for twelve months after the closing date of the Acquisition. 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 April 17, 2023, pursuant to the Company’s Post-Effective Amendment No. 1 to Form S-3 on Form S-1 (File No. 333-251021), the Company was offering up to $20.0 million in Class A, C and I shares to its existing Class A, C, and I shareholders pursuant to the Third Amended and Restated DRP. As of January 17, 2024, the Company ceased offering the shares under the previously effective registration statement, and pursuant to the Company’s new registration statement on Form S-3 (File No. 333-276532), the Company is offering up to $20.0 million in Class A, C and I shares to its existing Class A, C and I shareholders pursuant to the Third Amended and Restated DRP. No dealer manager fees, selling commissions or other sales charges will be paid with respect to shares issued pursuant to the DRP except for distribution fees on Class C, P-S and P-T shares (as discussed in Note 2. Significant Accounting Policies). At its discretion, the Board of Directors may amend, suspend or terminate the DRP as well as modify or waive the terms of the DRP with respect to certain or all shareholders, in its discretion, to be in the best interests of the Company. A participant may terminate the election to participate in the DRP by written notice to the plan administrator received by the plan administrator at least 10 days prior to the distribution payment date. As of December 31, 2023, the Company issued 3.3 million Class A shares, 0.6 million Class C shares, 1.6 million Class I shares, 0.1 million Class P-A shares, 2.8 million Class P-I shares, 3.7 thousand Class P-D shares, 1.6 million Class P-S shares, and 14.4 thousand Class P-T shares for a total of 10.0 million aggregate shares issued under the DRP. As of December 31, 2022, the Company issued 2.9 million Class A shares, 0.5 million Class C shares, 1.4 million Class I shares, 48.9 thousand Class P-A shares, 1.6 million Class P-I shares, 2.4 thousand Class P-D shares, 0.9 million Class P-S shares, and 8.2 thousand Class P-T shares for a total of 7.3 million aggregate shares issued under the DRP. Share Repurchase Program The Company, through approval by its Board of Directors, adopted the SRP, pursuant to which the Company would conduct quarterly share repurchases to allow members to sell all or a portion of their shares (of any class) back to the Company at a price equal to the then current monthly share value for that class of shares. The SRP includes numerous restrictions that will limit a shareholder’s ability to sell shares. At the sole discretion of the Board of Directors, the Company may also use cash on hand (including the proceeds from the issuance of new shares), cash available from borrowings or other external financing sources and cash from liquidation of investments to repurchase shares. A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a shareholder must hold his or her shares for a minimum of one year before he or she can participate in the SRP, subject to any of the following special circumstances: (i) the written request of the estate, heir or beneficiary or a deceased shareholder; (ii) a qualifying disability of the shareholder for a non-temporary period of time provided that the condition causing the qualifying disability was not pre-existing on the date that the shareholder became a shareholder; (iii) a determination of incompetence of the shareholder by a state or federal court located in the United States; or (iv) as determined by the Board of Directors, in their discretion, to be in the interests of the Company. If a member has made more than one purchase of shares, the one-year holding period will be calculated separately with respect to each purchase. The quarterly share repurchases limits for the SRP are set forth below. Quarter Ending Share Repurchase Limit(s) September 30, 2021, and each quarter thereafter During any 12-month period, 20.00% of the weighted average number of outstanding shares During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters The Company may repurchase fewer shares than have been requested in any particular quarter to be repurchased under the SRP, or none at all, in its discretion at any time. Further, the Board of Directors may modify, suspend or terminate the SRP if it deems such action to be in the best interest of the Company and its shareholders or in response to regulatory changes or changes in law. On September 23, 2023, the Board of Directors approved the suspension of the SRP effective immediately, except for repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder. As a result of the suspension of the SRP, the Company will not accept or otherwise process any additional repurchase requests (except as noted above) until such time, if any, as the Board of Directors affirmatively authorizes the recommencement of the SRP. However, the Company can make no assurances as to whether this will happen or the timing or terms of any recommencement. The Company delayed the payment with respect to the shares repurchased by the Company for the second quarter and distributed related proceeds in the fourth quarter of 2023. The Company also paid an additional supplemental payment to these redeeming shareholders based on the amount of distributions that the redeeming shareholders would have received from July 1, 2023 through the final date on which the shares are paid, had the Company not repurchased the shares. During the year ended December 31, 2023, the Company recorded and paid $0.7 million related to this supplemental payment to Interest expense, net on the Consolidated Statements of Operations. The Company has received an order for the SRP from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, the SRP is substantially similar to repurchase programs for which the SEC has stated it will not recommend enforcement action under Rule 13e-4 and Regulation 14E under the Exchange Act. Liquidation Performance Unit In connection with the Acquisition, the Company issued a new Liquidation Performance Unit (the “LPU”) to the LPU Holder to replace the Special Unit previously issued to GCM. The Special Unit was contributed in connection with and immediately prior to the Acquisition from Group LLC, and therefore, was cancelled and terminated. The LPU Holder was formed on May 19, 2022 with the sole purpose of holding the LPU and is a wholly owned subsidiary of Group LLC. As per the terms of the agreement, upon an initial public offering of GREC (the “Listing”) or the liquidation of the Company, the LPU Holder shall be entitled to the Liquidation Performance Participation Distribution, the value and character of which is determined as follows: a. if the Liquidation Performance Participation Distribution is payable as a result of a liquidation, the Liquidation Performance Participation Distribution will equal 20.00% of the net proceeds from the liquidation remaining after the other members of the Company have received their share of net proceeds; or b. if the Liquidation Performance Participation Distribution is payable as a result of a Listing, the Liquidation Performance Participation Distribution will equal 20.00% of any premium the Company receives from the Listing. Additionally, the Liquidation Performance Participation Distribution shall be payable by converting the LPU into a number of newly issued Class P-I shares equal to the Liquidation Performance Participation Distribution divided by the Class P-I share value as of the first month end following the 30th trading day following such an IPO. Since none of the events that would trigger the Liquidation Performance Participation Distribution was considered probable to occur, no liability was recognized related to the LPU as of December 31, 2023. Additionally, certain employees of the Company received profits interest units from the LPU Holder in exchange for employment services. Since the LPU Holder does not have any other operations or assets, the distribution an employee grantee shall receive from these profits interest units is the equivalent of the Liquidation Performance Participation Distribution the Company shall make to the LPU Holder. The Company has determined that the profits interest units do not represent a substantive class of the Company’s equity, and therefore, shall account for the potential distribution to employees as a payable in accordance with ASC Topic 710, Compensation—General. Since none of the events that would trigger the distribution was considered probable to occur, no liability was recognized as of December 31, 2023, and no compensation expense was recognized for the year ended December 31, 2023. Earnout Shares As discussed in Note 3. Acquisitions, 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 GDEV GP (collectively, the “Acquired Entities”). The Acquisition was implemented under the terms of the Contribution Agreement, dated as of May 19, 2022, by and between the Company and GCM's former parent, Group LLC, a subsequent contribution agreement between the Company and GREC pursuant to which all the acquired businesses and assets were immediately contributed by the Company to GREC, and certain related agreements. In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I common shares, par value $0.001 per share (the “Class P-I shares”) and 13.1 million of a newly created class of common shares of the Company designated as the Earnout Shares, par value $0.001 per share. The Earnout Shares included in purchase consideration are classified as contingent consideration liabilities and are subject to recurring fair value measurements until they reach the status of Participating Earnout Shares. As of December 31, 2023, the Run Rate Revenue exceeded $8.3 million but was less than $12.5 million. Accordingly, a total of 3.7 million Tranche 1 Earnout Shares with a fair value of $32.8 million achieved the status of Participating Earnout Shares for the year ended December 31, 2023, which was reclassified from Contingent consideration to Common stock, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. As of December 31, 2023 and 2022, the fair value of the Earnout Shares that had not yet achieved the status of Participating Earnout Shares was $42.3 million and $75.7 million, respectively. The change in fair value of the contingent consideration related to Participating Earnout Shares is reclassified from Contingent consideration to Common shares, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. The change in fair value of the contingent consideration, excluding the reclassification associated with Earnout Shares that achieved the status of Participating Earnout Shares, is included in General and administrative expense on the Consolidated Statements of Operations. As of December 31, 2023, none of the Company’s preferred shares were issued and outstanding. The following table is a summary of the shares issued, participating and repurchased during the period and outstanding as of December 31, 2023: (in thousands) Class A Class C Class I Class P-A Class P-I Class P-D Class P-S Class P-T Class EO (1) Total Shares outstanding as of May 19, 2022 16,627 2,767 6,445 794 103,334 199 47,048 241 — 177,455 Shares issued to complete the acquisition — — — — 24,393 — — — — 24,393 Shares issued through reinvestment of distributions 278 61 158 22 810 1 456 4 — 1,790 Shares repurchased (741) (155) (199) (1) (3,505) (6) (1,008) — — (5,615) Shares transferred — — — — 236 — (234) — — 2 Other capital activity (24) — — — 46 (3) — — — 19 Shares outstanding as of December 31, 2022 16,140 2,673 6,404 815 125,314 191 46,262 245 — 198,044 Shares issued through reinvestment of distributions 411 93 238 35 1,180 1 671 7 — 2,636 Shares repurchased (742) (60) (109) — (2,741) — (2,156) (3) — (5,811) Shares transferred — — — — 264 — (263) — — 1 Other capital activity — — — — 22 — — — 3,730 3,752 Shares outstanding as of December 31, 2023 15,809 2,706 6,533 850 124,039 192 44,514 249 3,730 198,622 (1) Class EO Other capital activity relates to shares that achieved participating Earnout Share status as discussed in Earnout Shares above. Distributions On the last business day of each month, with the authorization of its Board of Directors, the Company declares distributions on each outstanding Class A, C, I, P-A, P-I, P-D, P-T, P-S shares and Earnout Shares. These distributions are calculated based on shareholders of record for each day in amounts equal to that exhibited in the table below based upon distribution period and class of share. Class of Share Distribution Period A C I P-A P-I P-D P-T P-S EO 1-Nov-15 31-Jan-16 $ 0.00165 $ 0.00165 $ 0.00165 $ — $ — $ — $ — $ — $ — 1-Feb-16 30-Apr-16 $ 0.00166 $ 0.00166 $ 0.00166 $ — $ — $ — $ — $ — $ — 1-May-16 31-Jul-16 $ 0.00166 $ 0.00166 $ 0.00166 $ 0.00158 $ 0.00158 $ — $ — $ — $ — 1-Aug-16 31-Oct-16 $ 0.00168 $ 0.00168 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ — $ — 1-Nov-16 31-Jan-17 $ 0.00169 $ 0.00164 $ 0.00169 $ 0.00160 $ 0.00160 $ — $ — $ — $ — 1-Feb-17 30-Apr-17 $ 0.00168 $ 0.00164 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ — $ — 1-May-17 31-Jul-17 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00160 $ 0.00158 $ — $ — $ — $ — 1-Aug-17 31-Oct-17 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00159 $ — $ — $ — $ — 1-Nov-17 31-Oct-18 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00158 $ — $ — $ — $ — 1-Nov-18 30-Apr-20 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00165 $ 0.00158 $ — $ — $ — $ — 1-May-20 30-Nov-20 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00153 $ 0.00158 $ — $ — $ — $ — 1-Dec-20 30-Jun-23 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 $ — 1-Jul-23 31-Dec-23 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 The following table reflects the distributions declared during the year ended December 31, 2023: (in thousands) Pay Date Paid in Cash Value of Shares Issued under DRP Total February 1, 2023 $ 7,386 $ 1,975 $ 9,361 March 1, 2023 6,679 1,777 8,456 March 31, 2023 7,420 1,942 9,362 May 1, 2023 7,114 1,888 9,002 June 1, 2023 7,373 1,934 9,307 July 3, 2023 7,145 1,871 9,016 August 1, 2023 7,232 1,926 9,158 September 1, 2023 7,226 1,935 9,161 October 2, 2023 7,003 1,872 8,875 November 2, 2023 7,352 1,841 9,193 December 1, 2023 7,964 1,746 9,710 January 2, 2024 7,606 1,786 9,392 Total $ 87,500 $ 22,493 $ 109,993 The following table reflects the distributions declared during the period from May 19, 2022 through December 31, 2022: (in thousands) Pay Date Paid in cash Value of Shares Issued under DRP Total June 1, 2022 $ 6,954 $ 2,020 $ 8,974 July 1, 2022 7,345 1,890 9,235 August 1, 2022 7,570 1,955 9,525 September 1, 2022 7,565 1,973 9,538 October 3, 2022 7,313 1,923 9,236 November 1, 2022 7,507 1,987 9,494 December 1, 2022 7,271 1,930 9,201 January 3, 2023 7,703 1,968 9,671 Total $ 59,228 $ 15,646 $ 74,874 All distributions paid for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 are expected to be reported as a return of capital to members for tax reporting purposes. Cash distributions for the year ended December 31, 2023 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 acquisition strategy to own pre-operational assets that are not yet generating cash from operations as well as the Company’s strategy of engaging in initiatives that include repowering projects where the existing assets are being retrofit with new and/or refurbished technology, including erecting taller, more efficient wind turbines to increase productivity, a significant amount of distributions will continue to be funded from other external financing sources until such projects become operational. Management fee and incentive fee revenue from our IM segment is also utilized as a source of capital to fund distributions as this portion of our business grows. Beginning July 1, 2023, the Company authorized and declared distributions for Earnout Shares in cash. General Pursuant to the terms of the Operating Agreement, the LLC may issue up to 400.0 million shares, of which 350.0 million 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 50.0 million 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. The following table is a summary of the shares issued and repurchased during the period and outstanding as of May 18, 2022: (in thousands) Shares Outstanding as of December 31, Shares Shares Shares Shares Outstanding as of May 18, Class A shares 16,580 — 138 (91) 16,627 Class C shares 2,742 — 31 (6) 2,767 Class I shares 6,449 — 78 (82) 6,445 Class P-A shares 783 — 11 — 794 Class P-I shares 92,068 11,212 371 (317) 103,334 Class P-D shares 198 — 1 — 199 Class P-S shares 46,325 713 233 (223) 47,048 Class P-T shares 239 — 2 — 241 Total 165,384 11,925 865 (719) 177,455 The proceeds from shares sold and the value of shares issued through the reinvestment of distributions for each class of shares for the period from January 1, 2022 through May 18, 2022 were as follows: (in thousands) 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 $ — $ — $ — $ — $ 98,651 $ — $ 6,301 $ — $ 104,952 Proceeds from Shares Issued through Reinvestment of Distributions $ 1,148 $ 252 $ 646 $ 91 $ 3,263 $ 4 $ 2,066 $ 16 $ 7,486 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 the LLC’s 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 2.6 million Class A shares, 0.4 million Class C shares, 1.2 million Class I shares, 27.0 thousand Class P-A shares, 0.8 million Class P-I shares, 1.5 thousand Class P-D shares, 0.5 million Class P-S shares and 4.3 thousand Class P-T shares for a total of 5.5 million aggregate shares issued under the DRP. Share Repurchase Program The LLC offers the 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 The LLC has received an order for the SRP from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, the SRP is substantially similar to repurchase programs for which the SEC has stated it will not recommend enforcement action under Rule 13e-4 and Regulation 14E under the Exchange Act. |
Distributions
Distributions | 12 Months Ended |
Dec. 31, 2023 | |
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-Sept-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: (in thousands) Pay Date Paid in Value of Total February 1, 2022 $ 6,216 $ 1,856 $ 8,072 March 1, 2022 5,712 1,720 7,432 April 1, 2022 6,497 1,975 8,472 May 2, 2022 6,291 1,935 8,226 Total $ 24,716 $ 7,486 $ 32,202 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. Cash distributions paid during the periods presented were funded from the following sources noted below: (in thousands) For the period from January 1, 2022 through May 18, 2022 Cash from operations $ — Offering proceeds 30,891 Total cash distributions $ 30,891 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. |
Financial Highlights
Financial Highlights | 12 Months Ended |
Dec. 31, 2023 | |
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 (in thousands, except per share data and percentages) 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, foreign currency translation and swap contracts (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 $ 138,069 $ 22,503 $ 53,501 $ 6,803 $ 908,568 $ 1,748 $ 410,490 $ 2,057 Common shares outstanding at end of period 16,627 2,767 6,445 794 103,334 199 47,048 241 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 16.6 million, 2.8 million, 6.5 million, 0.8 million, 100.0 million, 0.2 million, 47.0 million and 0.2 million, 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) | 12 Months Ended |
Dec. 31, 2023 | |
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 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 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 periods 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 Annual Report. As such, this Annual Report includes the following: Non-Investment Basis • Consolidated Balance Sheets as of December 31, 2023 and 2022 • Consolidated Statements of Operations for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 • Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 • Consolidated Statements of Equity for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 • Consolidated Statements of Cash Flows for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 • Notes to the Consolidated Financial Statements Investment Basis • Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022 • Consolidated Statement of Changes in Net Assets for the period from January 1, 2022 through May 18, 2022 • Consolidated Statement of Cash Flows for the period from January 1, 2022 through May 18, 2022 • Notes to the Consolidated Financial Statements The Company presents amounts in the Consolidated Financial Statements in thousands within tables and millions within text (unless otherwise specified), and calculates all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, cross foot, or recalculate based on reported numbers due to rounding. Prior period amounts have been updated to be presented in thousands and differences to prior filings are due to rounding. Basis of Presentation The LLC’s Consolidated Financial Statements are prepared in accordance with U.S. GAAP, which requires the use of estimates, assumptions and the exercise of subjective judgment as to future uncertainties. Actual results could differ from those estimates, assumptions and judgments. Significant items subject to such estimates will include determining the fair value of investments, revenue recognition, income tax uncertainties and other contingencies. As of and prior to May 18, 2022, the Consolidated Financial Statements of the LLC include the accounts of the LLC and its consolidated subsidiaries, GREC, GREC HoldCo, GREC Administration LLC and Danforth Shared Services LLC, both of which provide administrative services to the LLC. All intercompany accounts and transactions have been eliminated. Since inception and through May 18, 2022, the LLC’s Consolidated Financial Statements were prepared using the specialized accounting principles of ASC 946. In accordance with this specialized accounting guidance, also referred to as the Investment Basis, the LLC recognized and carried all its investments, including investments in the underlying operating entities, at fair value with changes in fair value recognized in earnings. Additionally, the LLC did not apply the equity method of accounting to its investments. The LLC carried its liabilities at amounts payable, net of unamortized premiums or discounts. The LLC did not elect to carry its non-investment liabilities at fair value. Net assets are calculated as the carrying amounts of assets, including the fair value of investments, less the carrying amounts of its liabilities. The financial information associated with the Consolidated Financial Statements under the Investment Basis has been prepared by management and, in the opinion of management, contains all adjustments and eliminations necessary for a fair presentation in accordance with U.S. GAAP. The Company presents amounts in the Consolidated Financial Statements in thousands within tables and millions within text (unless otherwise specified), and calculates all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding. Prior period amounts have been updated to be presented in thousands and differences to prior filings are due to rounding. |
Reclassifications and Change in Presentation due to Change in Status | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on prior periods’ results. 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 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 presented on the Non-Investment Basis of accounting in accordance with U.S. GAAP and in conformity with the rules and regulations of the SEC applicable to financial information. The Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and those of its subsidiaries in which it has a controlling financial and/or voting interest. All intercompany balances and transactions have been eliminated in consolidation. The Company determines whether it has a controlling interest in an entity by first evaluating whether the entity is a VIE under U.S. GAAP as discussed further below. In connection with the Acquisition, the Company consolidated the results of operations and financial position of GDEV during the period from May 19, 2022 through November 17, 2022. Management determined that GDEV 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 during the period May 19, 2022 through November 17, 2022, GDEV was 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 Sheets and the unrealized gains and/or losses in an investment’s fair value to be recognized on a current basis in the Consolidated Statements of Operations. On November 18, 2022, GREC sold its investment in GDEV to an unrelated third party for total purchase consideration of $5.7 million. The Company realized a gain on sale of this investment in the amount of $0.3 million, which is included in Other expense, net on the Consolidated Statements of Operations. The Company has determined as a result of the sale of GREC’s investment in GDEV that it is no longer the primary beneficiary of GDEV. As a result, as of November 18, 2022, GDEV is no longer considered a consolidated subsidiary of the Company, and therefore its financial position is not included on the Consolidated Balance Sheets as of December 31, 2022. Further, the revenue, expenses and income of GDEV are only included within the Company’s Consolidated Statements of Operations for the period May 19, 2022 through November 17, 2022, the date of the deconsolidation. Additionally, the results of operations and financial position of GDEV GP, which GREC has a controlling voting interest in and whose operations are exclusively related to its role as the general partner of GDEV, are no longer eliminated in consolidation beginning with the deconsolidation on November 18, 2022. 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 VIEs in which it holds a controlling financial interest, and all VOE 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 exists: (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 VIEs 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 5. Variable Interest Entities for further details. |
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 Unrealized gain on investments, net on the Consolidated Statements of Operations. Dividend income is recorded in Other revenue on the Consolidated Statements of Operations as of the date that dividends are declared by the investee. The value of the Company's equity method investments is recorded to Investments, at fair value on the Consolidated Balance Sheets. On the Consolidated Statements of Cash Flows, the Company classifies distributions received from its investees using the “nature-of-the-distribution” approach. Quarterly operating distributions are classified as cash provided from operating activities, while distributions representing proceeds from the sale of property, plant, or equipment or membership interests in subsidiaries of the investees are classified as cash provided from investing activities. Refer to Note 5. Variable Interest Entities and Note 6. Fair Value Measurements and Investments for further details. |
Noncontrolling Interests, Redeemable Noncontrolling Interests and Hypothetical Liquidation at Book Value | Noncontrolling Interests, Redeemable Noncontrolling Interests and Hypothetical Liquidation at Book Value NCI represents the portion of the Company’s net income (loss), net assets and comprehensive income (loss) that is 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, 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 Statements of Operations and Consolidated Statements of Comprehensive Income (Loss), if applicable, are determined based on the difference in the carrying amounts of NCI on the Consolidated Balance Sheets 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. NCI is measured using the HLBV method and RNCI is measured using the greater of the estimated redemption value or HLBV method. NCI in subsidiaries that are redeemable at the option of the NCI holder are classified as RNCI on the Consolidated Balance Sheets. Refer to Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests for further details. NCI represents the portion of net assets in consolidated subsidiaries that are not attributable, directly or indirectly, to the Company. For accounting purposes, the holders of NCI of consolidated subsidiaries of the Company include Tax Equity Investors under the tax equity financing facilities as well as the NCI in GDEV GP and GDEV GP II, which are held by an employee of the Company, and GDEV, which NCI was held by other limited partners of the partnership prior to the deconsolidation event on November 18, 2022. |
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 requirements for financial institutional loans and purchase and sale agreements 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 Accounts |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurements (“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 6. Fair Value Measurements and Investments for further details. 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. Equity method investments In the table above, certain equity method investments may be valued at the purchase price for a period of time after an acquisition as the best indicator of fair value. In addition, certain valuations of investments may be entirely or partially derived by reference to observable valuation measures for a pending or consummated transaction. In the absence of quoted prices in active markets, the Company uses a variety of techniques to measure the fair value of its investments. The methodologies incorporate the Company’s assumptions about the factors that a market participant would use to value the investment. The various unobservable inputs used to determine the Level 3 valuations may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements. The following table quantifies the significant unobservable inputs used in determining the fair value of equity method investments as of December 31, 2023. The weighted averages are calculated based on the relative fair value of each investment as of December 31, 2023: Unobservable Input Input/Range Discount rate 7.8%-11.0% (weighted average 8.3%) kWh production 0.5%-0.6% annual degradation in production (weighted average 0.5%) Potential leverage and estimated remaining useful life 29.0-34.2 years (weighted average 30.0 years) Valuation of Investments at Fair Value ASC Topic 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value. The LLC recognizes and accounts for its investments at fair value. The fair value of the investments does not reflect transaction costs that may be incurred upon disposition of the investments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is an exchange price notion under which fair value is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability. GCM has established procedures to estimate the fair value of its investments that the LLC’s Board of Directors has reviewed and approved. To the extent that such market data is available, the LLC will use observable market data to estimate the fair value of investments. In the absence of quoted market prices in active markets, or quoted market prices for similar assets in markets that are not active, the LLC will use the valuation methodologies described below with unobservable data based on the best available information in the circumstances. These methodologies incorporate the LLC’s assumptions about the factors that a market participant would use to value the asset. The LLC considers investments in money market funds to be short-term investments. Short-term investments are stated at cost, which approximates fair value. For investments for which quoted market prices are not available, which comprise most of our investment portfolio, fair value is estimated by using the cost, income or market approach. The income approach assumes that value is created by the expectation of future benefits, discounted by a risk premium, to calculate a current cash value. This estimate is the fair value: the amount an investor would be willing to pay to receive those future benefits. The market approach compares either recent comparable transactions to the investment or an offer to purchase an investment based upon a qualified bid: a signed term sheet and/or a signed purchase agreement. Adjustments to proposed prices are made to account for the probability of the deal closing, changes between proposed and executed terms, and any dissimilarity between the comparable transactions and their underlying investments. If multiple bids are qualified in the same valuation period, a blended market approach will be calculated. Prior to the second quarter of 2020, fair value for pre-operational assets was approximated using the cost approach. Beginning in the second quarter of 2020, GCM expanded the criteria whereby certain pre-operational assets are identified and qualified for the income approach, rather than the cost approach, for approximating fair value. GCM considers all owned assets that are fully construction-ready with no impediments to begin construction and where the costs to complete such projects are well understood for the income approach. The fair value of such eligible projects is determined based upon a discounted cash 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. In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls will be determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of an input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. |
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 or, when the asset is on property subject to a lease or other site control contract, the remaining lease or other contractual periods and renewals that are deemed to be reasonably certain at the date the assets are purchased, if less than the estimated remaining useful life. 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 years Wind energy systems 30 years Battery storage systems 10 years 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 include 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 8. Property, Plant and Equipment for further details. |
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 during 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 lead 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. Refer to Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts for further details. |
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 PPA and 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 PPA 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. The Company capitalizes implementation costs related to cloud computing (i.e., hosting) arrangements that are accounted for as a service contract that meets the accounting requirement for capitalization as such implementation costs were incurred to develop or utilize internal-use software hosted by a third-party vendor. The capitalized implementation costs are recorded as part of Other noncurrent assets on the Consolidated Balance Sheets and is amortized over the length of the service contract within Direct operating costs on the Consolidated Statements of Operations. Refer to Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts for further details. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
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 or 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 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 operating income from ordinary business activities and is presented as Other revenue on the Consolidated Statements of Operations. Refer to Note 7. Notes Receivable and Note 4. Revenue for further details. |
Allowance for Credit Losses | Allowance for Credit Losses |
Debt Issuance, Deferred Financing Costs and 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 Sheets. Unamortized deferred financing costs related to unfunded commitments are recorded within Other noncurrent assets on the Consolidated Balance Sheets. Deferred Sales Commissions The Company defers certain costs, principally sales commissions and related compensation, which are paid to the dealer manager and may be reallowed to financial advisors and broker-dealers in the future in connection with the sale of shares sold with a reduced front-end load sales charge and a trail fee. The costs expected to be incurred at the time of the sale of such shares are recorded as a liability on the date of sale and represent the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of: (1) when the maximum amount of sales commission and related compensation is reached under regulatory regulations; (2) the date which approximates an expected liquidity event for the Company; or (3) the expected holding period of the investment. The costs expected to be incurred at the time of the sale of the Class P-T and Class P-S shares are recorded as a liability on the date of sale and represent the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of: (1) the date which approximates an expected liquidity event for the Company; or (2) the expected holding period of the investment. The upfront liability is calculated at the time of sale, using the 85 basis points per annum fee multiplied by the expected holding period of such share. Deferred sales commissions for Class C, P-T and P-S shares are paid monthly, in the form of a reduction to shareholder distributions, to the third-party dealer manager at a rate equal to 1/12th of the 85 basis points per annum fee. The estimated amount of the liability can be updated as management's assumption surrounding an expected liquidity event changes or if the maximum of sales-related commissions and costs under regulatory regulations is attained. Deferred Sales Commissions The LLC defers certain costs, principally sales commissions and related compensation, which are paid to the dealer manager and may be reallowed to financial advisors and broker-dealers in the future in connection with the sale of shares sold with a reduced front-end load sales charge and a trail fee. The costs expected to be incurred at the time of the sale of the Class C shares are recorded as a liability on the date of sale and represents the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of (1) when the maximum amount of sales commission and related compensation is reached under regulatory regulations; (2) the date which approximates an expected liquidity event for the LLC; or (3) the expected holding period of the investment. The costs expected to be incurred at the time of the sale of the Class P-T and Class P-S shares are recorded as a liability on the date of sale and represents the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of (1) the date which approximates an expected liquidity event for the LLC; or (2) the expected holding period of the investment. The upfront liability is calculated at the time of sale, using the 85 basis points per annum fee, multiplied by the expected holding period of such share. Deferred sales commissions for Class C, P-T and P-S are paid monthly, in the form of a reduction to shareholder distributions, to the third-party dealer manager at a rate equal to 1/12th of 85 basis points. The estimated amount of the liability can be updated as management's assumption surrounding an expected liquidity event changes or if the maximum of sales-related commissions and costs under regulatory regulations is attained. |
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. 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. Refer to Note 3. Acquisitions for further details. |
Segment Information | Segment Information ASC Topic 280, Segment Reporting establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise where discrete financial information is available and evaluated regularly by the CODM, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company 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 21. Segment Reporting for further details. The Company determines its operating segments and reports segment information in accordance with how the Company’s CODM allocates resources and assesses performance. The Company’s CODM is its Chief Executive Officer. The Company’s operating segments are aggregated into two reportable segments, described below: • IPP – The IPP business represents the active management and operations of the Company's fleet of renewable energy projects, including those in late-stage development and under construction. The Company's renewable energy projects generally earn revenue through the sale of generated electricity as well as frequently through the sale of other commodities such as RECs. In certain cases, the Company also serves as a minority member in renewable energy projects where it does not actively manage and operate the project but receives periodic dividends. The Company also provides loans to developers for the construction of renewable energy and energy efficiency projects as an incremental revenue stream for IPP. The IPP business includes the direct costs to operate the Company's fleet, including costs such as operations and maintenance, repairs, and other costs incurred at the project / site level. Additionally, the Company employs a dedicated team of technical asset managers as well as a construction team to oversee the development and operations of our fleet. Such costs are recorded as Direct operating costs for IPP. The IPP business also includes the allocable portion of the Company’s General and administrative expenses, which represents overhead functions such as: finance and accounting, legal, information technology, human resources and other general functions that support the operations of IPP. • IM – The IM business represents GCM’s investment management platform, which is a renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act. The IM business also includes administrative services provided by Greenbacker Administration for managed funds in the renewable energy industry as an additional revenue stream. The Company's IM business includes the direct costs incurred for the investment management services for managed funds and other marketing and investor relation services. This includes the costs to raise and deploy capital for such funds. Such costs are recorded as Direct operating costs for IM. The IM business also includes the allocable portion of the Company’s General and administrative expenses, which represents overhead functions such as: finance and accounting, legal, information technology, human resources and other general functions that support the operations of IM. The Company's CODM evaluates the financial performance of each segment using Segment Adjusted EBITDA, which excludes: (i) unallocated corporate expenses; (ii) interest expense; (iii) income taxes; (iv) depreciation expense; (v) amortization expense (including contract amortization); (vi) accretion; (vii) impairment of long-lived assets; (viii) share-based compensation; (ix) other non-recurring costs that are unrelated to the continuing operations of the Company’s segments; and (x) amounts attributable to our redeemable and non-redeemable controlling interests. Additionally, the Company does not allocate foreign currency gains and losses, other income and losses, change in fair value of contingent consideration (if any), and unrealized gains and losses to our operating segments. See “Results of Operations - Non-Investment Basis” Item 2 for additional discussion on Segment Adjusted EBITDA and segment results. |
Distribution Policy | Distribution Policy Distributions to members, if any, will be authorized and declared quarterly by the board of directors of the Company (the “Board of Directors”) in advance and paid monthly in the form of cash or shares. From time to time, the Company may also pay interim special distributions in the form of cash or shares, with the approval of the Board of Directors. Distributions will be made on all classes of shares at the same time. The cash or share distributions paid to the shareholder with respect to the Class C, P-S and P-T shares will be lower than the cash or share 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. Refer to Note 18. Equity for further details. 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. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding during the year, adjusted for the effect of potentially dilutive securities. The Company’s potentially dilutive securities consist of unvested share-based compensation awards calculated using the treasury stock method, unless the effect is anti-dilutive. Refer to Note 3. Acquisitions and Note 20. Earnings Per Share for further details. Earnings per Share In accordance with the provisions of ASC Topic 260, Earnings per Share, basic earnings per share is computed by dividing earnings available to common members by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), 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, sales taxes it collects from its customers assessed by governmental authorities. The Company, therefore, reports revenue net of any sales taxes. 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 10-30 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 with variable lease payments. ASC Topic 842, Leases (“ASC 842”), requires variable lease payments 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 10. Leases. The Company has identified the sale of renewable energy and capacity, and when bundled into the PPA, 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. The RECs bundled into PPAs are generated upon generation of renewable power from our renewable energy-generating assets. Accordingly, the Company has concluded that the sale of electricity, capacity, and when included in the contract, RECs, 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 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 in circumstances where the amount of revenue recognized is determined based on the output produced. Renewable Energy Credits Sales and Other Incentives The Company has concluded the sale of RECs performance obligation that are not required to be generated by a specific renewable energy-generating asset 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 issuance 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 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 status. 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 are paid and, in management’s judgment, are likely to remain current. Refer to Note 4. Revenue for further details. 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 Statement of Operations reflects dividend income from project companies less any expenses incurred by the LLC or GREC for the services provided by Greenbacker Administration directly relating to the ongoing operation of the project companies. |
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations (“AROs”), are accounted 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, 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. Refer to Note 13. Asset Retirement Obligations for further details. |
Share-based Compensation | Share-based Compensation The Company grants certain share-based compensation awards under the Greenbacker Renewable Energy Company LLC 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The grant date fair value for restricted share units granted under the 2023 Equity Incentive Plan is determined based on the MSV of the Company’s Class P-I shares on the business day prior to the grant, reduced by the present value of the expected dividends during the vesting period. Additionally, in connection with the Acquisition, certain of the Earnout Shares that were issued to 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. The Company accounts for these awards in accordance with ASC Topic 718, Compensation - Stock Compensation (“ASC 718”). Share-based compensation costs are primarily recognized over the applicable requisite service period of the award, generally using the straight-line method. Forfeitures are recorded as incurred. Refer to Note 3. Acquisitions and Note 19. Share-based Compensation for further details. |
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 Sheets 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 Statements 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 or are not designated as hedging instruments are recognized immediately in current earnings. Cash flows on hedges are classified in the Consolidated Statements 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 12. 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 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 Financial Statements. As appropriate, the LLC minimizes counterparty credit risk through credit monitoring procedures and managing margin and collateral requirements. During December 2021, the LLC entered into an agreement for the purpose of hedging our investment in a pre-operating solar facility that the LLC has contracted to acquire. The derivative instrument has a trade date of December 15, 2021, an effective date of March 31, 2024 and an initial notional amount of $284.7 million. The fixed rate is 1.60%. Per the terms of the agreement, the swap is contingent on the transaction closing. While the transaction has not yet closed, in order to lock in the terms, the LLC made a payment for the amount of $5.0 million to be maintained as cash collateral. |
Income Taxes | 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, and 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 December 31, 2023 and 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. PTCs are recognized as wind energy from qualified projects is generated and sold based on a per kWh rate prescribed in applicable federal and state statutes. The tax benefits of PTCs are recognized as either reductions to current income taxes payable, unless limited by tax law, in which instance they are deferred tax assets with a carry forward period of 20 years. The Company recognizes ITCs as a reduction to income tax expense when the related energy property is placed into service. 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. 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 January 1, 2022 through May 18, 2022 is 22.5%. For the period from January 1, 2022 through May 18, 2022, the primary items giving rise to the difference between the 21.0% statutory rate for corporations and the 22.5% 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. |
Leases | Leases In February 2016 and as subsequently modified, the FASB issued ASU No. 2016-02, Leases, or ASC 842, with the objective to increase transparency and comparability among organizations related to their leasing arrangements. This comprehensive new standard amends and supersedes existing lease accounting guidance and is intended to increase transparency and comparability among organizations by recognizing ROU lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. Lease expense continues to be recognized in a manner similar to legacy U.S. GAAP. As of December 31, 2022, the Company was no longer considered an “emerging growth company” pursuant to the provisions of the JOBS Act, enacted on April 5, 2012. For as long as the Company was an “emerging growth company,” we were permitted to take advantage of certain exemptions from various reporting requirements or extended transition periods for complying with new or revised accounting standards, including adoption of this ASU for fiscal years beginning after December 15, 2021. The Company adopted ASC 842 effective January 1, 2022 using the modified retrospective approach. Under ASC 842, a lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment (i.e., an identified asset) for a period of time in exchange for consideration. The Company’s contracts determined to be or to contain a lease include explicitly or implicitly identified assets where the lessee has the right to control the use of the assets during the lease term. To reduce the burden of adoption and ongoing compliance with ASC 842, a number of practical expedients and policy elections are available under the new guidance. The Company elected the “package of practical expedients” permitted under the transition guidance, which allowed the Company to not reassess whether contracts entered into prior to adoption are or contain leases and also allowed the Company to carryforward the historical lease classification for existing leases. The Company also elected the hindsight practical expedient and therefore reassessed the lease term for existing leases. The Company made an accounting policy election under ASC 842 not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. For all other leases, the Company recognizes ROU assets and lease liabilities based on the present value of lease payments over the lease term at the commencement date of the lease. Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the consumer price index). Certain leases require variable lease payments based on the amount of energy generation of the related assets which are recorded in variable lease expense or revenue depending upon whether the Company is the lessee or lessor in the arrangement. Subsequent changes based on an index and other periodic market-rate adjustments to base rent are recorded in Direct operating costs on the Consolidated Statements of Operations in the period incurred. The Company’s leases may include non-lease components representing additional services transferred to the Company, such as common area maintenance for real estate. The Company made an accounting policy election for each class of underlying asset not to separate non-lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. Non-lease components that are variable in nature are recorded in Direct operating costs in the period incurred. The Company uses its incremental borrowing rate to determine the present value of lease payments as the Company’s leases do not have a readily determinable implicit discount rate. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and amount in a similar economic environment. |
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 Sheets or (b) the revenue otherwise expected to be earned under the terms of the PPAs had the relevant offtakers performed their obligations. The Company manages this credit risk by maintaining a diversified portfolio of creditworthy counterparties. The Company determines which customers, if any, comprise over ten percent of either revenue or accounts receivable. The Company had no customers from which revenue was over ten percent of total revenue for the year ended December 31, 2023. The Company had one customer from which revenue was 11.8% of total revenue for the period from May 19, 2022 through December 31, 2022. As of December 31, 2023, the Company had one customer from which the receivable balance was 24.4% of total accounts receivable. No one customer receivable balance represented ten percent or more of accounts receivable as of December 31, 2022. Refer to Note 12. Derivative Instruments and Note 4. Revenue for further details. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Effective January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), subsequently amended by ASU No. 2018-19 and ASU No. 2019-10, which provides financial statement users with more useful information about the current expected credit losses and changes how entities measure credit losses on financial instruments and the timing of when such losses are recognized by utilizing a lifetime expected credit loss measurement. The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures. Effective January 1, 2023, the Company adopted ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the effects of Reference Rate Reform on Financial Reporting,” which provides companies with optional financial reporting alternatives to reduce the cost and complexity associated with the accounting for contracts and hedging relationships affected by reference rate reform. The amendments apply to contracts and hedging relationships that reference the LIBOR or another reference rate to be discontinued because of reference rate reform. The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” that would enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its CODM uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, Topic 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts such as depreciation, amortization and depletion expense to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The Company is still evaluating the impact of this ASU and the impact on its Condensed Consolidated Financial Statements and related disclosures. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. For public business entities, the amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. The Company is still evaluating the impact of this ASU and the impact on its Consolidated Financial Statements and related disclosures. Changes to U.S. GAAP are established by the FASB in the form of ASUs to the FASB 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) | 12 Months Ended |
Dec. 31, 2023 | |
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 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 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 periods 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 Annual Report. As such, this Annual Report includes the following: Non-Investment Basis • Consolidated Balance Sheets as of December 31, 2023 and 2022 • Consolidated Statements of Operations for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 • Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 • Consolidated Statements of Equity for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 • Consolidated Statements of Cash Flows for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 • Notes to the Consolidated Financial Statements Investment Basis • Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022 • Consolidated Statement of Changes in Net Assets for the period from January 1, 2022 through May 18, 2022 • Consolidated Statement of Cash Flows for the period from January 1, 2022 through May 18, 2022 • Notes to the Consolidated Financial Statements The Company presents amounts in the Consolidated Financial Statements in thousands within tables and millions within text (unless otherwise specified), and calculates all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, cross foot, or recalculate based on reported numbers due to rounding. Prior period amounts have been updated to be presented in thousands and differences to prior filings are due to rounding. Basis of Presentation The LLC’s Consolidated Financial Statements are prepared in accordance with U.S. GAAP, which requires the use of estimates, assumptions and the exercise of subjective judgment as to future uncertainties. Actual results could differ from those estimates, assumptions and judgments. Significant items subject to such estimates will include determining the fair value of investments, revenue recognition, income tax uncertainties and other contingencies. As of and prior to May 18, 2022, the Consolidated Financial Statements of the LLC include the accounts of the LLC and its consolidated subsidiaries, GREC, GREC HoldCo, GREC Administration LLC and Danforth Shared Services LLC, both of which provide administrative services to the LLC. All intercompany accounts and transactions have been eliminated. Since inception and through May 18, 2022, the LLC’s Consolidated Financial Statements were prepared using the specialized accounting principles of ASC 946. In accordance with this specialized accounting guidance, also referred to as the Investment Basis, the LLC recognized and carried all its investments, including investments in the underlying operating entities, at fair value with changes in fair value recognized in earnings. Additionally, the LLC did not apply the equity method of accounting to its investments. The LLC carried its liabilities at amounts payable, net of unamortized premiums or discounts. The LLC did not elect to carry its non-investment liabilities at fair value. Net assets are calculated as the carrying amounts of assets, including the fair value of investments, less the carrying amounts of its liabilities. The financial information associated with the Consolidated Financial Statements under the Investment Basis has been prepared by management and, in the opinion of management, contains all adjustments and eliminations necessary for a fair presentation in accordance with U.S. GAAP. The Company presents amounts in the Consolidated Financial Statements in thousands within tables and millions within text (unless otherwise specified), and calculates all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding. Prior period amounts have been updated to be presented in thousands and differences to prior filings are due to rounding. |
Basis of Consolidation | Basis of Consolidation The Consolidated Financial Statements and related notes have been presented on the Non-Investment Basis of accounting in accordance with U.S. GAAP and in conformity with the rules and regulations of the SEC applicable to financial information. The Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and those of its subsidiaries in which it has a controlling financial and/or voting interest. All intercompany balances and transactions have been eliminated in consolidation. The Company determines whether it has a controlling interest in an entity by first evaluating whether the entity is a VIE under U.S. GAAP as discussed further below. In connection with the Acquisition, the Company consolidated the results of operations and financial position of GDEV during the period from May 19, 2022 through November 17, 2022. Management determined that GDEV 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 during the period May 19, 2022 through November 17, 2022, GDEV was 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 Sheets and the unrealized gains and/or losses in an investment’s fair value to be recognized on a current basis in the Consolidated Statements of Operations. On November 18, 2022, GREC sold its investment in GDEV to an unrelated third party for total purchase consideration of $5.7 million. The Company realized a gain on sale of this investment in the amount of $0.3 million, which is included in Other expense, net on the Consolidated Statements of Operations. The Company has determined as a result of the sale of GREC’s investment in GDEV that it is no longer the primary beneficiary of GDEV. As a result, as of November 18, 2022, GDEV is no longer considered a consolidated subsidiary of the Company, and therefore its financial position is not included on the Consolidated Balance Sheets as of December 31, 2022. Further, the revenue, expenses and income of GDEV are only included within the Company’s Consolidated Statements of Operations for the period May 19, 2022 through November 17, 2022, the date of the deconsolidation. Additionally, the results of operations and financial position of GDEV GP, which GREC has a controlling voting interest in and whose operations are exclusively related to its role as the general partner of GDEV, are no longer eliminated in consolidation beginning with the deconsolidation on November 18, 2022. 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 requirements for financial institutional loans and purchase and sale agreements 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 Statement 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 Measurements (“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 6. Fair Value Measurements and Investments for further details. 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. Equity method investments In the table above, certain equity method investments may be valued at the purchase price for a period of time after an acquisition as the best indicator of fair value. In addition, certain valuations of investments may be entirely or partially derived by reference to observable valuation measures for a pending or consummated transaction. In the absence of quoted prices in active markets, the Company uses a variety of techniques to measure the fair value of its investments. The methodologies incorporate the Company’s assumptions about the factors that a market participant would use to value the investment. The various unobservable inputs used to determine the Level 3 valuations may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements. The following table quantifies the significant unobservable inputs used in determining the fair value of equity method investments as of December 31, 2023. The weighted averages are calculated based on the relative fair value of each investment as of December 31, 2023: Unobservable Input Input/Range Discount rate 7.8%-11.0% (weighted average 8.3%) kWh production 0.5%-0.6% annual degradation in production (weighted average 0.5%) Potential leverage and estimated remaining useful life 29.0-34.2 years (weighted average 30.0 years) Valuation of Investments at Fair Value ASC Topic 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value. The LLC recognizes and accounts for its investments at fair value. The fair value of the investments does not reflect transaction costs that may be incurred upon disposition of the investments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is an exchange price notion under which fair value is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability. GCM has established procedures to estimate the fair value of its investments that the LLC’s Board of Directors has reviewed and approved. To the extent that such market data is available, the LLC will use observable market data to estimate the fair value of investments. In the absence of quoted market prices in active markets, or quoted market prices for similar assets in markets that are not active, the LLC will use the valuation methodologies described below with unobservable data based on the best available information in the circumstances. These methodologies incorporate the LLC’s assumptions about the factors that a market participant would use to value the asset. The LLC considers investments in money market funds to be short-term investments. Short-term investments are stated at cost, which approximates fair value. For investments for which quoted market prices are not available, which comprise most of our investment portfolio, fair value is estimated by using the cost, income or market approach. The income approach assumes that value is created by the expectation of future benefits, discounted by a risk premium, to calculate a current cash value. This estimate is the fair value: the amount an investor would be willing to pay to receive those future benefits. The market approach compares either recent comparable transactions to the investment or an offer to purchase an investment based upon a qualified bid: a signed term sheet and/or a signed purchase agreement. Adjustments to proposed prices are made to account for the probability of the deal closing, changes between proposed and executed terms, and any dissimilarity between the comparable transactions and their underlying investments. If multiple bids are qualified in the same valuation period, a blended market approach will be calculated. Prior to the second quarter of 2020, fair value for pre-operational assets was approximated using the cost approach. Beginning in the second quarter of 2020, GCM expanded the criteria whereby certain pre-operational assets are identified and qualified for the income approach, rather than the cost approach, for approximating fair value. GCM considers all owned assets that are fully construction-ready with no impediments to begin construction and where the costs to complete such projects are well understood for the income approach. The fair value of such eligible projects is determined based upon a discounted cash 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. In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls will be determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of an input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. |
Calculation of Net Asset Value | Calculation of Net Asset Value NAV by share class is calculated by subtracting total liabilities for each class from the total carrying amount of all assets for that class, which includes the fair value of investments. NAV per share is calculated by dividing net asset value for each class by the total number of outstanding common shares for that class on the reporting date. For purposes of calculating our NAV, the LLC carries all liabilities at cost. |
Earnings per Share | 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. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding during the year, adjusted for the effect of potentially dilutive securities. The Company’s potentially dilutive securities consist of unvested share-based compensation awards calculated using the treasury stock method, unless the effect is anti-dilutive. Refer to Note 3. Acquisitions and Note 20. Earnings Per Share for further details. Earnings per Share In accordance with the provisions of ASC Topic 260, Earnings per Share, basic earnings per share is computed by dividing earnings available to common members by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), 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, sales taxes it collects from its customers assessed by governmental authorities. The Company, therefore, reports revenue net of any sales taxes. 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 10-30 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 with variable lease payments. ASC Topic 842, Leases (“ASC 842”), requires variable lease payments 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 10. Leases. The Company has identified the sale of renewable energy and capacity, and when bundled into the PPA, 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. The RECs bundled into PPAs are generated upon generation of renewable power from our renewable energy-generating assets. Accordingly, the Company has concluded that the sale of electricity, capacity, and when included in the contract, RECs, 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 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 in circumstances where the amount of revenue recognized is determined based on the output produced. Renewable Energy Credits Sales and Other Incentives The Company has concluded the sale of RECs performance obligation that are not required to be generated by a specific renewable energy-generating asset 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 issuance 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 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 status. 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 are paid and, in management’s judgment, are likely to remain current. Refer to Note 4. Revenue for further details. 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 Statement of Operations reflects dividend income from project companies less any expenses incurred by the LLC or GREC for the services provided by Greenbacker Administration directly relating to the ongoing operation of the project companies. |
Administrator Expenses | Administrator Expenses Greenbacker Administration served as the LLC’s administrator from commencement of operations through May 18, 2022. Under the terms of the Administration Agreement between the LLC, GREC and 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 connection with the Acquisition. The fees incurred for these services are recorded as a reduction to Dividend income in the Consolidated Statement 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 asset. Net change in unrealized appreciation or depreciation will reflect the change in investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. |
Payment-in-Kind | 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 quarterly by the board of directors of the Company (the “Board of Directors”) in advance and paid monthly in the form of cash or shares. From time to time, the Company may also pay interim special distributions in the form of cash or shares, with the approval of the Board of Directors. Distributions will be made on all classes of shares at the same time. The cash or share distributions paid to the shareholder with respect to the Class C, P-S and P-T shares will be lower than the cash or share 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. Refer to Note 18. Equity for further details. 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 O&O costs other than sales commissions and the dealer manager fee, were initially paid by GCM and/or dealer manager on behalf of the LLC in connection with its formation and the offering of its shares pursuant to now-terminated Registration Statements on Form S-1 (File No. 333-178786-01 and File No. 333-211571, respectively). Prior to the Acquisition, the LLC was obligated to reimburse GCM for O&O costs that it incurred on behalf of the LLC, in accordance with the Advisory Agreement. However, with respect to the LLC’s public offerings, the aggregate of selling commissions, dealer manager fees and other O&O costs borne by the LLC was not to exceed 15.00% of gross offering proceeds. |
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 as a direct deduction from the carrying amount of that debt liability. |
Return of Capital Receivable | Return of Capital Receivable For operational assets, if the project company has inadequate cash to fund day-to-day expenses, the LLC will loan funds to that project company through an investment. Once the project company has adequate cash, they will repay the loan by sending a return of capital distribution. |
Performance Participation Fee | Performance Participation Fee |
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 Sheets. Unamortized deferred financing costs related to unfunded commitments are recorded within Other noncurrent assets on the Consolidated Balance Sheets. Deferred Sales Commissions The Company defers certain costs, principally sales commissions and related compensation, which are paid to the dealer manager and may be reallowed to financial advisors and broker-dealers in the future in connection with the sale of shares sold with a reduced front-end load sales charge and a trail fee. The costs expected to be incurred at the time of the sale of such shares are recorded as a liability on the date of sale and represent the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of: (1) when the maximum amount of sales commission and related compensation is reached under regulatory regulations; (2) the date which approximates an expected liquidity event for the Company; or (3) the expected holding period of the investment. The costs expected to be incurred at the time of the sale of the Class P-T and Class P-S shares are recorded as a liability on the date of sale and represent the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of: (1) the date which approximates an expected liquidity event for the Company; or (2) the expected holding period of the investment. The upfront liability is calculated at the time of sale, using the 85 basis points per annum fee multiplied by the expected holding period of such share. Deferred sales commissions for Class C, P-T and P-S shares are paid monthly, in the form of a reduction to shareholder distributions, to the third-party dealer manager at a rate equal to 1/12th of the 85 basis points per annum fee. The estimated amount of the liability can be updated as management's assumption surrounding an expected liquidity event changes or if the maximum of sales-related commissions and costs under regulatory regulations is attained. Deferred Sales Commissions The LLC defers certain costs, principally sales commissions and related compensation, which are paid to the dealer manager and may be reallowed to financial advisors and broker-dealers in the future in connection with the sale of shares sold with a reduced front-end load sales charge and a trail fee. The costs expected to be incurred at the time of the sale of the Class C shares are recorded as a liability on the date of sale and represents the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of (1) when the maximum amount of sales commission and related compensation is reached under regulatory regulations; (2) the date which approximates an expected liquidity event for the LLC; or (3) the expected holding period of the investment. The costs expected to be incurred at the time of the sale of the Class P-T and Class P-S shares are recorded as a liability on the date of sale and represents the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of (1) the date which approximates an expected liquidity event for the LLC; or (2) the expected holding period of the investment. The upfront liability is calculated at the time of sale, using the 85 basis points per annum fee, multiplied by the expected holding period of such share. Deferred sales commissions for Class C, P-T and P-S are paid monthly, in the form of a reduction to shareholder distributions, to the third-party dealer manager at a rate equal to 1/12th of 85 basis points. The estimated amount of the liability can be updated as management's assumption surrounding an expected liquidity event changes or if the maximum of sales-related commissions and costs under regulatory regulations is attained. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on prior periods’ results. 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 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 Sheets 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 Statements 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 or are not designated as hedging instruments are recognized immediately in current earnings. Cash flows on hedges are classified in the Consolidated Statements 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 12. 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 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 Financial Statements. As appropriate, the LLC minimizes counterparty credit risk through credit monitoring procedures and managing margin and collateral requirements. During December 2021, the LLC entered into an agreement for the purpose of hedging our investment in a pre-operating solar facility that the LLC has contracted to acquire. The derivative instrument has a trade date of December 15, 2021, an effective date of March 31, 2024 and an initial notional amount of $284.7 million. The fixed rate is 1.60%. Per the terms of the agreement, the swap is contingent on the transaction closing. While the transaction has not yet closed, in order to lock in the terms, the LLC made a payment for the amount of $5.0 million to be maintained as cash collateral. |
Income Taxes | 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, and 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 December 31, 2023 and 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. PTCs are recognized as wind energy from qualified projects is generated and sold based on a per kWh rate prescribed in applicable federal and state statutes. The tax benefits of PTCs are recognized as either reductions to current income taxes payable, unless limited by tax law, in which instance they are deferred tax assets with a carry forward period of 20 years. The Company recognizes ITCs as a reduction to income tax expense when the related energy property is placed into service. 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. 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 January 1, 2022 through May 18, 2022 is 22.5%. For the period from January 1, 2022 through May 18, 2022, the primary items giving rise to the difference between the 21.0% statutory rate for corporations and the 22.5% 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. |
Significant Accounting Polici_5
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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: (in thousands) May 19, 2022 Total members’ equity (net assets) $ 1,543,740 Plus: Fair value of redeemable noncontrolling interests and noncontrolling interests 74,814 Total net assets of the Company $ 1,618,554 Assets Cash, cash equivalents and Restricted cash $ 205,449 Other current assets 103,875 Total current assets 309,324 Property, plant and equipment 1,522,995 Intangible assets 465,375 Investments, at fair value 90,425 Derivative assets 118,548 Other noncurrent assets 36,361 Total noncurrent assets 2,233,704 Total assets 2,543,028 Liabilities Accounts payable and accrued expenses $ 59,522 Other current liabilities 67,618 Total current liabilities 127,140 Long-term debt, net 501,200 Out-of-market contracts 229,576 Other noncurrent liabilities 66,558 Total noncurrent liabilities 797,334 Total liabilities 924,474 Total members’ equity, redeemable noncontrolling interests and noncontrolling interests $ 1,618,554 |
Impact of Sale and Deconsolidation on Balance Sheet | The following table summarizes the impact of the sale and deconsolidation of GDEV as of November 18, 2022 on the Consolidated Financial Statements: (in thousands) Balances Prior to Deconsolidation Impact of Sale and Deconsolidation November 18, 2022 Assets Current assets: Cash and cash equivalents $ 191 $ 5,467 $ 5,658 Other current assets 84 164 248 Total current assets $ 275 $ 5,631 $ 5,906 Noncurrent assets: Investments, at fair value $ 73,632 $ (71,658) $ 1,974 Total noncurrent assets 73,632 (71,658) 1,974 Total assets $ 73,907 $ (66,027) $ 7,880 Liabilities, Redeemable Noncontrolling Interests and Equity Current liabilities: Other current liabilities 120 (120) — Total current liabilities 120 (120) — Total liabilities $ 120 $ (120) $ — Equity: Greenbacker Renewable Energy Company LLC controlling interest $ 7,594 $ — $ 7,594 Accumulated deficit (22) 308 286 Noncontrolling interests 66,215 (66,215) — Total equity $ 73,787 $ (65,907) $ 7,880 Total liabilities, redeemable noncontrolling interests and equity $ 73,907 $ (66,027) $ 7,880 |
Supplemental Cash Flow Information | The following table provides a reconciliation of cash and cash equivalents and restricted cash as of December 31, 2023 and 2022: (in thousands) December 31, 2023 December 31, 2022 Cash and cash equivalents $ 96,872 $ 143,224 Restricted cash, current 85,235 47,474 Restricted cash 5,568 — Total cash and cash equivalents and restricted cash $ 187,675 $ 190,698 The following table presents information regarding the Company’s non-cash investing and financing activities as well as the cash paid for interest for the year ended December 31, 2023 and for the period from May 19, 2022 through December 31, 2022: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Non-cash investing and financing activities Deferred sales commission payable $ 10,270 $ 10,973 Redemptions payable 361 32,198 Distribution payable to shareholders 7,606 7,703 Capital expenditures incurred but not paid 38,009 24,284 Non-cash distributions to noncontrolling interests 2,293 2,794 Cash paid for Interest paid, net of amounts capitalized $ 23,608 $ 12,988 |
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 or, when the asset is on property subject to a lease or other site control contract, the remaining lease or other contractual periods and renewals that are deemed to be reasonably certain at the date the assets are purchased, if less than the estimated remaining useful life. 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 years Wind energy systems 30 years Battery storage systems 10 years Property, plant and equipment, net consists of the following: (in thousands) December 31, 2023 December 31, 2022 Land $ 23,473 $ 16,321 Plant and equipment 2,169,573 1,874,201 Asset retirement obligation 34,003 30,483 Finance right-of-use asset 65 — Other 262 320 Total property, plant and equipment $ 2,227,376 $ 1,921,325 Accumulated depreciation (93,499) (31,619) Property, plant and equipment, net $ 2,133,877 $ 1,889,706 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 NCI in GDEV GP and GDEV at the acquisition date: (in thousands) May 19, 2022 Adjustments May 19, 2022 as Adjusted Fair value of consideration transferred: Equity consideration $ 214,927 $ — $ 214,927 Contingent consideration 73,600 — 73,600 Assumed expenses of Group LLC 6,227 — 6,227 Assumed debt (paid at closing) 1,500 — 1,500 Extinguishment of liabilities (2,171) — (2,171) Total purchase consideration $ 294,083 $ — $ 294,083 Fair value of the Company’s investment in GDEV (held before the Acquisition) 3,768 — 3,768 Fair value of the NCI in GDEV GP 533 (192) 341 Fair value of the NCI in GDEV 45,446 491 45,937 Total amount to allocate to net assets acquired and consolidated $ 343,830 $ 299 $ 344,129 |
Summary of Fair Value of Assets Acquired and Liabilities Assumed | The following table details the purchase price allocation as of May 19, 2022 before adjustment, the adjustments made during the three months ended December 31, 2022 and the adjusted purchase price allocation as of May 19, 2022. No adjustments were made during the year ended December 31, 2023. (in thousands) May 19, 2022 2022 Adjustments May 19, 2022 as Adjusted Net working capital (including cash) $ 8,819 $ — $ 8,819 Property, plant and equipment 75 — 75 Investments, at fair value and other noncurrent assets 42,356 — 42,356 Trademarks 2,800 — 2,800 Channel partner relationships 95,100 (400) 94,700 Carried interest 279 (279) — Other liabilities (760) — (760) Deferred tax liability (25,779) 604 (25,175) Goodwill 220,940 374 221,314 Sum of acquired and consolidated net assets $ 343,830 $ 299 $ 344,129 |
Summary of Acquired Identifiable Intangible Assets | The following table summarizes the acquired goodwill and identifiable intangible assets, updated acquisition date fair value, and weighted-average amortization period: (dollars in thousands) Identified intangible asset Acquisition date fair value Weighted-average amortization period (years) Trademarks $ 2,800 12 Channel partner relationships 94,700 11 Goodwill 221,314 — |
Purchase Price of Assets Acquired | The purchase price of the assets acquired during the year ended December 31, 2022 has been allocated on a relative fair value basis as follows: (in thousands) Land $ 5,111 Property, plant and equipment 71,156 Intangible assets 1,193 ROU asset 2,923 Less: Liabilities assumed (4,111) Total $ 76,272 |
Schedule of Acquired Identifiable Intangible Assets | The following table summarizes the acquired identifiable intangible assets, acquisition date estimated fair value, and weighted average amortization period for intangible assets acquired as a result of the asset acquisitions completed during the year ended December 31, 2022: (dollars in thousands) Identified intangible asset Acquisition data fair value Weighted-average amortization period (years) PPA contracts - out-of-market $ (889) 20 REC contracts - favorable $ 1,193 20 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table provides information on the disaggregation of revenue as reported in the Consolidated Statements of Operations: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Energy sales $ 138,530 $ 86,187 RECs and other incentives 20,771 15,409 Investment Management revenue 13,490 1,919 Other revenue 8,434 7,506 Contract amortization, net (8,060) (10,529) Total revenue 173,165 100,492 Less: Contract amortization, net 8,060 10,529 Less: Lease revenue (10,147) (6,026) Less: Investment, dividend and interest income (7,760) (7,512) Total revenue from contracts with customers $ 163,318 $ 97,483 |
Remaining Performance Obligations | The following table includes the approximate amounts expected to be recognized related to remaining performance obligations as of December 31: (in thousands) Amount 2024 $ 4,993 2025 1,987 2026 1,855 2027 788 2028 788 Thereafter 1,816 Total $ 12,227 |
Fair Value Measurements and I_2
Fair Value Measurements and Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 and the basis for determining their fair values: Fair Value as of December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Derivative assets $ — $ 142,168 $ — $ 142,168 Derivative liabilities — (5,833) — (5,833) Equity method investments — — 94,878 94,878 Contingent consideration — — (42,307) (42,307) Total $ — $ 136,335 $ 52,571 $ 188,906 The following table presents the fair values of the Company's financial assets and liabilities as of December 31, 2022 and the basis for determining their fair values: Fair Value as of December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Derivative assets $ — $ 195,840 $ — $ 195,840 Equity method investments — — 92,554 92,554 Contingent consideration — — (75,700) (75,700) Total $ — $ 195,840 $ 16,854 $ 212,694 |
Fair Value Assets and Liabilities Using Significant Unobservable Inputs | The following table reconciles the beginning and ending balances for instruments that are recognized at fair value in the Consolidated Financial Statements as of December 31, 2023 using significant unobservable inputs: (in thousands) Equity method investments Contingent consideration Total Balance as of December 31, 2022 $ 92,554 $ (75,700) $ 16,854 Purchases 5,298 — 5,298 Return of capital (3,906) — (3,906) Unrealized gain on investments, net 932 — 932 Change in contingent consideration — 603 603 Reclassification of participating Earnout Shares — 32,790 32,790 Balance as of December 31, 2023 $ 94,878 $ (42,307) $ 52,571 |
Fair Value Assets and Liabilities Using Significant Unobservable Inputs | The following table reconciles the beginning and ending balances for instruments that are recognized at fair value in the Consolidated Financial Statements as of December 31, 2023 using significant unobservable inputs: (in thousands) Equity method investments Contingent consideration Total Balance as of December 31, 2022 $ 92,554 $ (75,700) $ 16,854 Purchases 5,298 — 5,298 Return of capital (3,906) — (3,906) Unrealized gain on investments, net 932 — 932 Change in contingent consideration — 603 603 Reclassification of participating Earnout Shares — 32,790 32,790 Balance as of December 31, 2023 $ 94,878 $ (42,307) $ 52,571 |
Schedule of Quantitative Information about Level 3 Fair Value Measurements | The following table quantifies the significant unobservable inputs used in determining the fair value of equity method investments as of December 31, 2023. The weighted averages are calculated based on the relative fair value of each investment as of December 31, 2023: Unobservable Input Input/Range Discount rate 7.8%-11.0% (weighted average 8.3%) kWh production 0.5%-0.6% annual degradation in production (weighted average 0.5%) Potential leverage and estimated remaining useful life 29.0-34.2 years (weighted average 30.0 years) The following quantifies the significant unobservable inputs used to determine the fair value of contingent consideration as of December 31, 2023: Unobservable Input Input/Range Risk-Free Rate Over Earnout Term 4.0% Revenue Discount Rate 9.5% Annualized Revenue Volatility 40.0% Annualized Share Price Volatility 30.0% Quarterly Revenue / Share Price Correlation 40.0% 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: (in thousands) 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 $ 1,332,933 $ 13,652 $ — $ 322,060 $ (210,520) $ — $ (2) $ 1,458,123 Capital Stock 1,750 (4) (26) — — — — 1,720 Energy Efficiency - Secured Loans 381 — — — — (55) — 326 Secured Loans - Other 33,286 — — 17,365 — (12,270) — 38,381 Total $ 1,368,350 $ 13,648 $ (26) $ 339,425 $ (210,520) $ (12,325) $ (2) $ 1,498,550 (1) Includes paid-in-kind interest, return of capital and additional investments in existing investments, if any. (2) Includes principal repayments on loans. |
Notes Receivable (Tables)
Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Notes Receivable | The Company’s n otes receivable consists of the following as of December 31, 2023 and 2022: (dollars in thousands) As of December 31, 2023 As of December 31, 2022 Year of origination Interest rate Maturity date Notes receivable, current Cider $ 25,749 $ 41,864 2022 8.00% 6/30/2024 (1) OYA — 8,491 2022 9.00% 2/17/2023 (2) Shepherds Run 2,742 8,751 2020 8.00% 3/31/2024 (1) Total notes receivable, current $ 28,491 $ 59,106 Notes receivable, noncurrent New Market $ 5,008 $ 5,008 2019 9.00% 9/30/2022 (3) SE Solar 5,010 5,010 2019 9.00% 5/31/2023 (4) Kane Warehouse 166 276 2015 10.25% 2/24/2025 Total notes receivable, noncurrent $ 10,184 $ 10,294 Loan reserve (5) (2,000) — Total notes receivable $ 36,675 $ 69,400 (1) The note receivable agreements were amended with an extension to the agreements on February 6, 2024. (2) The note receivable was paid in full on February 17, 2023. (3) Option for purchase agreement exercised on September 30, 2022. The parties involved are working in good faith to enter into a purchase agreement. (4) The parties involved are working in good faith on an extension to the agreement. (5) As of December 31, 2023, SE Solar and New Market have not been repaid. As such, the Company has recorded a reserve representing an allowance for credit losses for the estimated uncollectible portion of these notes in the amount of $2.0 million for the year ended December 31, 2023 and is recorded within Direct operating costs on the Consolidated Statements of Operations. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 or, when the asset is on property subject to a lease or other site control contract, the remaining lease or other contractual periods and renewals that are deemed to be reasonably certain at the date the assets are purchased, if less than the estimated remaining useful life. 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 years Wind energy systems 30 years Battery storage systems 10 years Property, plant and equipment, net consists of the following: (in thousands) December 31, 2023 December 31, 2022 Land $ 23,473 $ 16,321 Plant and equipment 2,169,573 1,874,201 Asset retirement obligation 34,003 30,483 Finance right-of-use asset 65 — Other 262 320 Total property, plant and equipment $ 2,227,376 $ 1,921,325 Accumulated depreciation (93,499) (31,619) Property, plant and equipment, net $ 2,133,877 $ 1,889,706 |
Goodwill, Other Intangible As_2
Goodwill, Other Intangible Assets and Out-of-market Contracts (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Other Intangible Assets | Other intangible assets as of December 31, 2023 consisted of the following: (in thousands) Gross carrying amount Accumulated amortization Net intangible assets as of December 31, 2023 PPA contracts $ 374,356 $ (47,741) $ 326,615 REC contracts 46,235 (3,441) 42,794 Trademarks 2,800 (389) 2,411 Channel partner relationships 94,700 (15,497) 79,203 Other intangible assets 2,191 — 2,191 Total intangible assets, net $ 520,282 $ (67,068) $ 453,214 Other intangible assets as of December 31, 2022 consisted of the following: (in thousands) Gross carrying amount Accumulated amortization Net intangible assets as of December 31, 2022 PPA contracts $ 422,176 $ (18,460) $ 403,716 REC contracts 46,235 (1,165) 45,070 Trademarks 2,800 (467) 2,333 Channel partner relationships 94,700 (6,198) 88,502 Other intangible assets 1,000 — 1,000 Total intangible assets, net $ 566,911 $ (26,290) $ 540,621 |
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 December 31, 2023: (in thousands) Gross carrying amount Accumulated amortization Net out-of-market contracts as of December 31, 2023 PPA contracts $ (198,629) $ 13,203 $ (185,426) REC contracts (19,763) 10,404 (9,359) Total out-of-market contracts, net $ (218,392) $ 23,607 $ (194,785) PPA and REC contracts that are held in an unfavorable position (out-of-market contracts) consists of the following as of December 31, 2022: (in thousands) Gross carrying amount Accumulated amortization Net out-of-market contracts as of December 31, 2022 PPA contracts $ (198,446) $ 4,882 $ (193,564) PPA contracts - signed MIPA assets (1) (5,402) — (5,402) REC contracts (19,763) 4,214 (15,549) REC contracts - signed MIPA assets (1) (3,597) — (3,597) Total out-of-market contracts, net $ (227,208) $ 9,096 $ (218,112) (1) Signed MIPA assets are defined as assets that have an executed contractual MIPA or Purchase and Sale Agreement but have not yet closed. |
Estimated Future Annual Amortization Expense | Estimated future amortization expense, net for the above amortizable intangible assets and out-of-market contracts for the remaining periods through December 31, 2023 as follows: (in thousands) Amortization Expense 2024 $ 23,202 2025 27,215 2026 26,666 2027 26,167 2028 25,791 Thereafter 129,388 Total $ 258,429 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Components of Lease Expense and Supplemental Cash Flow Information | The components of lease expense and supplemental cash flow information related to leases for the periods indicated are as follows: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Lease cost Finance lease cost Amortization of right-of-use assets $ 39 $ — Interest on lease liabilities 11 — Total finance lease cost 50 — Operating lease cost 9,916 6,110 Short-term lease cost 339 131 Variable lease cost 1,525 644 Total lease cost $ 11,830 $ 6,885 The following table presents supplemental cash flow and other information related to our leases: (dollars in thousands) December 31, 2023 December 31, 2022 Other information Cash paid for amounts included in the measurement of lease liabilities (1) $ 7,975 $ 3,676 Operating cash flows from finance leases (1) $ (11) $ — Operating cash flows from operating leases (1) $ (7,908) $ (3,676) Financing cash flows from finance leases (1) $ (56) $ — ROU assets obtained in exchange for new finance lease liabilities $ 88 $ — ROU assets obtained in exchange for new operating lease liabilities $ 10,091 $ 110,412 Weighted average remaining lease term – finance leases 3.2 years N/A Weighted average remaining lease term – operating leases 28.3 years 28.0 years Weighted average discount rate – finance leases 5.69% — % Weighted average discount rate – operating leases 6.61% 6.73 % (1) Supplemental cash flow information presented for the year ended December 31, 2022 is attributable to the prorated period from May 19, 2022 (the date of the Acquisition) through December 31, 2022. |
Supplemental Balance Sheet Information | The supplemental balance sheet information related to leases for the periods indicated are as follows: (in thousands) December 31, 2023 December 31, 2022 Operating leases Operating lease assets $ 108,606 $ 102,595 Operating lease liabilities, current (2,262) (2,193) Operating lease liabilities, noncurrent (108,406) (101,281) Total operating lease liabilities $ (110,668) $ (103,474) Finance leases Property, plant and equipment, at cost $ 65 $ — Accumulated depreciation (13) — Property, plant and equipment, net 52 — Other current liabilities (16) — Other long-term liabilities (37) — Total finance lease liabilities $ (53) $ — |
Maturity of Operating Lease | Maturities of the Company’s lease liabilities are as follows: (in thousands) Year Ending Operating Leases Finance Leases 2024 $ 8,806 $ 18 2025 9,105 18 2026 9,098 18 2027 9,097 4 2028 9,092 — Thereafter 212,740 — Total lease payments 257,938 58 Less: Imputed interest (147,270) (5) Present value of lease liabilities $ 110,668 $ 53 |
Maturity of Finance Lease | Maturities of the Company’s lease liabilities are as follows: (in thousands) Year Ending Operating Leases Finance Leases 2024 $ 8,806 $ 18 2025 9,105 18 2026 9,098 18 2027 9,097 4 2028 9,092 — Thereafter 212,740 — Total lease payments 257,938 58 Less: Imputed interest (147,270) (5) Present value of lease liabilities $ 110,668 $ 53 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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. (dollars in thousands) Outstanding as of December 31, 2023 Outstanding as of December 31, 2022 Interest rate Maturity date GREC Entity HoldCo (1) $ 65,951 $ 74,197 Daily SOFR + 1.85% June 20, 2025 Midway III Manager LLC 13,932 14,610 3 mo. SOFR + 1.73% September 28, 2025 Trillium Manager LLC 68,785 72,737 Daily SOFR + 1.98% June 9, 2027 GB Wind Holdco LLC (2) 50,408 122,684 3 mo. SOFR + 1.38% Various (3) Greenbacker Wind Holdings II LLC 70,628 72,477 3 mo. SOFR + 1.98% December 31, 2026 Conic Manager LLC 23,363 24,356 3 mo. SOFR + 1.75% August 8, 2026 Turquoise Manager LLC 30,994 31,687 3 mo. SOFR + 1.35% December 23, 2027 Eagle Valley Clean Energy LLC 35,389 35,112 Various (4) January 2, 2057 Eagle Valley Clean Energy LLC (Premium financing agreement) — 1,064 6.99% November 30, 2023 (5) Greenbacker Equipment Acquisition Company LLC — 6,500 Prime + 1.00% December 31, 2023 (6) ECA Finco I, LLC 18,563 19,757 3 mo. SOFR + 2.60% February 25, 2028 GB Solar TE 2020 Manager LLC 18,506 19,182 3 mo. SOFR + 1.88% October 30, 2026 Sego Lily Solar Manager LLC 133,898 137,445 3 mo. SOFR + 1.53% June 30, 2028 Celadon Manager LLC 72,853 61,925 Daily SOFR + 1.60% February 18, 2029 GRP II Borealis Solar LLC 40,646 41,788 3 mo. SOFR + 2.00% June 30, 2027 Ponderosa Manager LLC 88,594 147,080 3 mo. SOFR + 1.40% October 4, 2029 (7) PRC Nemasket LLC 41,806 44,488 Daily SOFR + 1.25% November 1, 2029 GREC Holdings 1 LLC 74,594 60,000 1 mo. SOFR + Applicable Margin (8) November 29, 2027 Dogwood GB Manager LLC 57,463 — 1 mo. SOFR + 1.63% March 29, 2030 GREC Warehouse Holdings I LLC 155,558 — 3 mo. SOFR + 2.03% August 11, 2026 Total debt $ 1,061,931 $ 987,089 Less: Total unamortized discount and deferred financing fees (43,679) (40,459) Less: Current portion of long-term debt (9) (82,855) (95,870) Total long-term debt, net $ 935,397 $ 850,760 (1) See the description of the credit agreement below for a discussion of GREC Entity HoldCo’s non-compliance with the debt service coverage ratio (as defined in the credit agreement) as of and for the fiscal quarter ended December 31, 2023. (2) The GB Wind Holdco LLC tax equity bridge loans totaling $69.5 million were paid in full, and $63.1 million was paid on the term loan facility with proceeds from the Company’s failed sale-leaseback arrangements in November and December 2023. In addition, in the year ended December 31, 2023, there were additional borrowings of $69.5 million offset by $9.2 million of repayments in the ordinary course of business. (3) The GB Wind Holdco LLC tax equity bridge loan and repower term loans mature on March 31, 2024 and December 31, 2027, respectively. (4) Eagle Valley Clean Energy LLC’s loan includes a term loan that bears interest at a fixed rate of 1.69% and a loan governed by a debt settlement agreement that bears interest at a fixed rate of 1.91%. (5) The loan was paid in full in October 2023. (6) On October 23, 2023, the maturity date was amended to December 31, 2023 in the Fourth Amendment to the Loan and Security Agreement. The loan was paid in full in December 2023. (7) The Ponderosa Manager LLC tax equity bridge loan of $34.5 million was paid in full in October 2023. (8) GREC Holdings 1 LLC’s loan includes interest on the outstanding principal at the term SOFR index rate plus a spread adjustment plus applicable margin (spread adjustment of 0.10%; applicable margin ranging between 1.75% and 2.00%). (9) Adjusted for $6.1 million of unamortized debt discount and deferred financing fees pertaining to current portion of long-term debt of $88.9 million. |
Schedule of Components of Interest Expense | The following table shows the components of interest expense related to the Company’s borrowings for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Loan interest (1) $ 54,615 $ 16,093 Commitment / letter of credit fees 2,986 2,013 Amortization of deferred financing fees and discount 6,690 1,533 Interest capitalized (23,378) (4,614) Total $ 40,913 $ 15,025 (1) Includes interest rate swap settlements in the amount of $26.7 million as a reduction of loan interest. |
Schedule of Principal Payments Due on Borrowings | The principal payments due on borrowings for each of the next five years ending December 31, 2023 and thereafter, are as follows: (in thousands) Period ending December 31, Principal Payments 2024 $ 88,917 2025 39,546 2026 277,490 2027 255,582 2028 133,462 Thereafter 266,934 $ 1,061,931 |
Future Payments on Sale-Leaseback Financing Arrangements | The future payments on failed sale-leaseback financing arrangements for each of the next five years ending December 31, 2023 and thereafter, are as follows: (in thousands) Period ending December 31, Future Payments 2024 $ 69,722 2025 9,685 2026 9,900 2027 10,046 2028 10,028 Thereafter 49,201 Total lease payments $ 158,582 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Estimated Fair Value Positions of Derivative Contracts | The following tables reflect the location and estimated fair value positions of derivative contracts at: (in thousands) December 31, 2023 Balance sheet location Outstanding notional amount Fair Value - Assets Fair Value - (Liabilities) Derivatives Designated as Hedging Instruments Interest rate swap contracts Derivative assets, current / Derivative assets / (Derivative liabilities) $ 861,322 $ 98,669 $ (489) Derivatives Not Designated as Hedging Instruments Interest rate swap contracts Derivative assets, current / Derivative assets / (Derivative liabilities) 463,063 43,499 (5,344) Total $ 1,324,385 $ 142,168 $ (5,833) (in thousands) December 31, 2022 Derivatives Designated as Hedging Instruments Balance sheet location Outstanding notional amount Fair Value - Assets Fair Value - (Liabilities) Interest rate swap contracts Derivative assets / (Other liabilities) $ 1,527,814 $ 195,840 $ — |
Fair Value of Derivative Contracts Recorded In Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Operations | The following table provides information on the fair value of derivative contracts as recorded in the Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Operations: Year ended December 31, 2023 (in thousands) Derivatives Designated as Hedging Instruments Derivatives Not Designated as Hedging Instruments Consolidated Other Comprehensive (Loss) Income Loss recognized in other comprehensive income $ (20,545) $ — Amortization of off-market derivatives 6,974 (224) Less: Taxes on total net loss recognized in other comprehensive income 3,633 — Consolidated Statements of Operations Change in unrealized gain of interest rate swaps, net 6,546 11,217 Realized gain on interest rate swaps, net 2,428 — For the period from May 19, 2022 through December 31, 2022 (in thousands) Derivatives Designated as Hedging Instruments Derivatives Not Designated as Hedging Instruments Consolidated Other Comprehensive (Loss) Income Gain recognized in other comprehensive income $ 74,086 $ — Amortization of off-market derivatives 2,056 — Less: Taxes on total net gain recognized in other comprehensive income (20,048) — Consolidated Statements of Operations Change in unrealized loss of interest rate swaps, net (249) — Realized loss on interest rate swaps, net (1,322) — |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Balance and Activity of AROs | The following table represents the balance of ARO s as of December 31, 2023, as well as the additions, settlements and accretion related to the Company's ARO s for the year ended December 31, 2023: (in thousands) Balance as of December 31, 2022 $ 31,413 Adjustments in estimates for current obligations (217) Asset retirement obligation settled during current period (337) Asset retirement obligation incurred during current period 1,425 Accretion expense 2,622 Balance as of December 31, 2023 $ 34,906 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Consolidated Income Tax (Benefit) Provision | The Company conducts most of its operations through GREC , its taxable wholly owned subsidiary. The Company’s consolidated income tax (benefit) provision consists of the following: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Federal $ (19,269) $ 985 State (2,290) 2,019 Foreign 11 1 Deferred (benefit) provision for income taxes $ (21,548) $ 3,005 |
Schedule of Effective Tax Rate Reconciliation | The principal differences between the Company’s effective tax rate of 10.9% and (5.2)% on operations and the U.S. federal statutory income tax rate as of December 31, 2023 and 2022, respectively, are as follows: (in thousands) For the year ended December 31, 2023 Percentage For the period from May 19, 2022 through December 31, 2022 Percentage Tax (benefit) at statutory U.S. federal income tax rate $ (41,398) 21.0 % $ (12,002) 21.0 % State income taxes, net of federal benefit (7,050) 3.6 % 937 (1.6) % Noncontrolling interest 20,184 (10.2) % 12,482 (21.8) % Share-based compensation 1,816 (0.9) % 1,441 (2.5) % Federal tax credits (1,293) 0.6 % (2,100) 3.7 % Change in valuation allowance 4,330 (2.2) % 658 (1.2) % Permanent differences (GREC LLC and other - net) 1,863 (1.0) % 1,589 (2.8) % Actual provision for income taxes $ (21,548) 10.9 % $ 3,005 (5.2) % |
Schedule of Deferred Tax Assets (Liabilities) | Deferred tax assets (liabilities) reported on the accompanying Consolidated Balance Sheets as of December 31, 2023 and 2022 are as follows: (in thousands) December 31, 2023 December 31, 2022 Net operating losses $ 99,469 $ 98,911 Long-term debt and failed sale-leaseback financing 58,519 — Federal tax credits 17,671 16,252 Operating lease liabilities 13,825 14,282 Asset retirement obligations 5,035 5,287 Disallowed interest — 5,028 Other 3,678 3,571 Total deferred tax assets 198,197 143,331 Less: Valuation allowance (6,500) (2,170) Deferred tax assets, net of valuation allowance $ 191,697 $ 141,161 Property, plant, and equipment $ (77,752) $ (48,090) Investments in flow-through entities taxed as partnerships (68,245) (41,667) Intangibles (54,823) (64,834) Derivative assets (35,900) (51,569) Operating lease assets (13,555) (14,070) Long-term debt — (4,658) Total deferred tax liabilities (250,275) (224,888) Deferred tax liabilities, net $ 58,578 $ 83,727 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Commitments Under Renewable Energy Contracts | As of December 31, 2023, the Company's commitments with third parties under REC sales contracts are as follows: (in thousands) Number of RECs 2024 176 2025 59 2026 55 2027 28 2028 28 Thereafter 174 Total 520 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 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 $50.0 million) until gross assets exceed $800.0 million. The base management fee monthly rate decreased to 0.15% (1.75% annually) for gross assets between $800.0 million to $1.5 billion and 0.13% (1.50% annually) for gross assets greater than $1.5 billion. For services rendered under the advisory agreement, the base management fee was payable monthly in arrears, or more frequently as authorized under the advisory agreement. The base management fee was calculated based on the average of the values of our gross assets for each day of the prior month. Base management fees for any partial period were appropriately prorated. The base management fee had the ability to be deferred or waived, in whole or in part, at the election of GCM. All or any part of the deferred base management fee not taken as to any period was deferred without interest and may be taken in any period prior to the occurrence of a liquidity event as determined by GCM in its sole discretion. On July 1, 2021, the LLC entered into the Advisory Agreement with GCM. Effective July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of the net assets until the net assets exceed $800.0 million. The base management fee monthly rate will decrease to 0.15% (1.75% annually) for net assets between $800.0 million to $1.5 billion and to 0.13% (1.50% annually) for net assets greater than $1.5 billion. Following the completion of the Acquisition and the termination of the Advisory Agreement, the LLC no longer pays a management fee to GCM. 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. Type of Compensation and Recipient Determination of Amount The calculation of the Total Return Amount for each period included any appreciation or depreciation in the NAV of the shares issued during such period but exclude the proceeds from the initial issuance of such shares. The total NAV of the shares outstanding as of the last business day of a calendar quarter was the amount against which changes in the total NAV of the shares outstanding during the subsequent calendar quarter was measured. Furthermore, the “Loss Carryforward Amount” was initially equal to zero and cumulatively increased in any calendar quarter by the absolute value of any negative total return for such quarter and cumulatively decreased in any calendar quarter by the amount of any positive total return. The “Fee Carryforward Amount” was also initially equal to zero, and cumulatively increased in any calendar quarter by (i) the amount, if any, by which the Hurdle Amount (noted above) for such quarter exceeded any positive Total Return Amount for such quarter; and (ii) the amount, if any, by which the catch-up amount for such quarter exceeded excess profits for such quarter. The fee carryforward amount was cumulatively decreased in any calendar quarter by the amount, if any, of the Fee Carryforward Amount paid to the Special Unitholder for such quarter. Neither the Loss Carryforward Amount nor the Fee Carryforward Amount were permitted to less than zero at any given time. The Special Unitholder shall receive the Performance Participation Fee as follows: ● if the Total Return Amount for the applicable period exceeded the sum of (x) the Hurdle Amount for such period and (y) the Loss Carryforward Amount for such Period (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount paid to the Special Unitholder equals 12.5% of the sum of (x) the Hurdle Amount for such period and (y) any amount paid to the Special Unitholder pursuant to this clause (the “Catch-Up Amount”); ● to the extent there were remaining Excess Profits after payment of the Catch-Up Amount, 100% of such remaining Excess Profits until such amount paid to the Special Unitholder equaled the amount of the Fee Carryforward Amount for such period; and ● to the extent there are remaining Excess Profits after payment of the Catch-Up Amount and the Fee Carryforward Amount (as defined above), 12.5% of such remaining Excess Profits. The Liquidation Performance Participation Fee payable to the Special Unitholder will equal 20.0% of the net proceeds from a liquidation of the LLC in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital shall mean the LLC NAV immediately prior to the time of a liquidation or a listing. In the event of any liquidity event that involves a listing of the LLC's shares, or a transaction in which the LLC's members receive shares of a company that is listed, on a national securities exchange, the Liquidation Performance Participation Fee will equal 20.0% of the amount, if any, by which the LLC's listing value following such liquidity event exceeds the adjusted capital, as calculated immediately prior to such listing (the “Listing Premium”). Any such Listing Premium and related Liquidation Performance Participation Fee will be determined and payable in arrears 30 days after the commencement of trading following such liquidity event. |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Quarterly Share Repurchase Limits | The quarterly share repurchases limits for the SRP are set forth below. Quarter Ending Share Repurchase Limit(s) September 30, 2021, and each quarter thereafter During any 12-month period, 20.00% of the weighted average number of outstanding shares During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters |
Summary of Shares Issued and Repurchased | The following table is a summary of the shares issued, participating and repurchased during the period and outstanding as of December 31, 2023: (in thousands) Class A Class C Class I Class P-A Class P-I Class P-D Class P-S Class P-T Class EO (1) Total Shares outstanding as of May 19, 2022 16,627 2,767 6,445 794 103,334 199 47,048 241 — 177,455 Shares issued to complete the acquisition — — — — 24,393 — — — — 24,393 Shares issued through reinvestment of distributions 278 61 158 22 810 1 456 4 — 1,790 Shares repurchased (741) (155) (199) (1) (3,505) (6) (1,008) — — (5,615) Shares transferred — — — — 236 — (234) — — 2 Other capital activity (24) — — — 46 (3) — — — 19 Shares outstanding as of December 31, 2022 16,140 2,673 6,404 815 125,314 191 46,262 245 — 198,044 Shares issued through reinvestment of distributions 411 93 238 35 1,180 1 671 7 — 2,636 Shares repurchased (742) (60) (109) — (2,741) — (2,156) (3) — (5,811) Shares transferred — — — — 264 — (263) — — 1 Other capital activity — — — — 22 — — — 3,730 3,752 Shares outstanding as of December 31, 2023 15,809 2,706 6,533 850 124,039 192 44,514 249 3,730 198,622 (1) Class EO Other capital activity relates to shares that achieved participating Earnout Share status as discussed in Earnout Shares above. |
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 EO 1-Nov-15 31-Jan-16 $ 0.00165 $ 0.00165 $ 0.00165 $ — $ — $ — $ — $ — $ — 1-Feb-16 30-Apr-16 $ 0.00166 $ 0.00166 $ 0.00166 $ — $ — $ — $ — $ — $ — 1-May-16 31-Jul-16 $ 0.00166 $ 0.00166 $ 0.00166 $ 0.00158 $ 0.00158 $ — $ — $ — $ — 1-Aug-16 31-Oct-16 $ 0.00168 $ 0.00168 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ — $ — 1-Nov-16 31-Jan-17 $ 0.00169 $ 0.00164 $ 0.00169 $ 0.00160 $ 0.00160 $ — $ — $ — $ — 1-Feb-17 30-Apr-17 $ 0.00168 $ 0.00164 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ — $ — 1-May-17 31-Jul-17 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00160 $ 0.00158 $ — $ — $ — $ — 1-Aug-17 31-Oct-17 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00159 $ — $ — $ — $ — 1-Nov-17 31-Oct-18 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00158 $ — $ — $ — $ — 1-Nov-18 30-Apr-20 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00165 $ 0.00158 $ — $ — $ — $ — 1-May-20 30-Nov-20 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00153 $ 0.00158 $ — $ — $ — $ — 1-Dec-20 30-Jun-23 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 $ — 1-Jul-23 31-Dec-23 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 |
Distributions Declared | The following table reflects the distributions declared during the year ended December 31, 2023: (in thousands) Pay Date Paid in Cash Value of Shares Issued under DRP Total February 1, 2023 $ 7,386 $ 1,975 $ 9,361 March 1, 2023 6,679 1,777 8,456 March 31, 2023 7,420 1,942 9,362 May 1, 2023 7,114 1,888 9,002 June 1, 2023 7,373 1,934 9,307 July 3, 2023 7,145 1,871 9,016 August 1, 2023 7,232 1,926 9,158 September 1, 2023 7,226 1,935 9,161 October 2, 2023 7,003 1,872 8,875 November 2, 2023 7,352 1,841 9,193 December 1, 2023 7,964 1,746 9,710 January 2, 2024 7,606 1,786 9,392 Total $ 87,500 $ 22,493 $ 109,993 The following table reflects the distributions declared during the period from May 19, 2022 through December 31, 2022: (in thousands) Pay Date Paid in cash Value of Shares Issued under DRP Total June 1, 2022 $ 6,954 $ 2,020 $ 8,974 July 1, 2022 7,345 1,890 9,235 August 1, 2022 7,570 1,955 9,525 September 1, 2022 7,565 1,973 9,538 October 3, 2022 7,313 1,923 9,236 November 1, 2022 7,507 1,987 9,494 December 1, 2022 7,271 1,930 9,201 January 3, 2023 7,703 1,968 9,671 Total $ 59,228 $ 15,646 $ 74,874 The following table reflects the distributions declared during the period from January 1, 2022 through May 18, 2022: (in thousands) Pay Date Paid in Value of Total February 1, 2022 $ 6,216 $ 1,856 $ 8,072 March 1, 2022 5,712 1,720 7,432 April 1, 2022 6,497 1,975 8,472 May 2, 2022 6,291 1,935 8,226 Total $ 24,716 $ 7,486 $ 32,202 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation Expense | The following table summarizes share-based compensation expense recognized during the year ended December 31, 2023: (in thousands) For the year ended December 31, 2023 Restricted share units $ 370 Cash-settled restricted share units 678 Performance restricted share units 441 Director’s fees 195 GDEV I incentive fees (1) 919 GDEV II special profits interest 164 EO Awards (2) 8,481 Total $ 11,248 (1) The GDEV I incentive fees are carried interest that were issued by GDEV GP to certain employees of GCM that provided services to GDEV GP. Refer to Note 3. Acquisitions for additional information. (2) The Earnout Shares were granted in connection with the Acquisition. Refer to Note 3. Acquisitions for additional information. |
Summary of Restricted Stock Unit Activity | The following table provides a summary of the restricted share unit activity during the year ended December 31, 2023: (in thousands, except for per share data) Restricted Share Units Weighted Average Fair Value Unvested balance as of December 31, 2022 — $ — Granted 352 $ 8.03 Forfeited (85) $ 8.83 Unvested balance as of December 31, 2023 267 $ 7.78 |
Assumptions and Related Information To Determine Grant Date Fair Value of Performance Restricted Stock Units | The following table summarizes the assumptions and related information used to determine the grant-date fair value of performance restricted share units awarded for the August 2023 performance restricted share unit grant: Inputs Performance Restricted Share Units Weighted average grant-date fair value per Class P-I share $ 8.76 Performance period (in years) 3.0 Expected share volatility 32.2 % Dividend yield — % Daily distribution rate $ 0.00158 Risk-free interest rate 4.5 % |
Summary of Performance Restricted Stock Unit Activity | The following table provides a summary of performance restricted share unit activity during the year ended December 31, 2023: (in thousands, except per share data) Performance Restricted Share Units Weighted Average Fair Value Unvested balance as of December 31, 2022 — $ — Granted 1,067 $ 4.40 Unvested balance as of December 31, 2023 1,067 $ 4.40 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator of Basic Earnings per Share | The following table sets forth the computation of basic and diluted earnings per share for the periods indicated: (in thousands, except per share data) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Basic and diluted: Net loss attributable to Greenbacker Renewable Energy Company LLC $ (79,471) $ (724) Weighted average common shares outstanding used in computing net loss per share—basic 199,293 201,668 Weighted average common shares outstanding used in computing net loss per share—diluted 199,293 201,668 Net loss attributable to Greenbacker Renewable Energy Company LLC Net loss per share—basic $ (0.40) $ 0.00 Net loss per share—diluted $ (0.40) $ 0.00 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Energy revenue $ 159,301 $ 101,596 Other revenue 8,434 7,506 Contract amortization, net (8,060) (10,529) Total IPP revenue $ 159,675 $ 98,573 Investment Management revenue $ 13,490 $ 1,919 The following table reconciles total Segment Adjusted EBITDA to Net loss attributable to Greenbacker Renewable Energy Company LLC: (in thousands) For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022 Segment Adjusted EBITDA: IPP Adjusted EBITDA $ 62,180 $ 53,627 IM Adjusted EBITDA (2,674) (8,480) Total Segment Adjusted EBITDA $ 59,506 $ 45,147 Reconciliation: Total Segment Adjusted EBITDA $ 59,506 $ 45,147 Unallocated corporate expenses (27,754) (18,767) Total Adjusted EBITDA 31,752 26,380 Less: Share-based compensation expense 11,248 6,903 Change in fair value of contingent consideration (603) 2,100 Non-recurring professional services and legal fees 3,388 7,593 Non-recurring salaries and personnel related expenses 1,250 — Depreciation, amortization and accretion (1) 134,647 49,772 Impairment of long-lived assets 59,294 — Operating loss $ (177,472) $ (39,988) Interest expense, net (40,519) (15,889) Realized gain (loss) on interest rate swaps, net 2,428 (1,322) Unrealized gain (loss) on interest rate swaps, net 17,763 (249) Unrealized gain on investments, net 932 398 Other expense, net (267) (108) Net loss before income taxes $ (197,135) $ (57,158) Benefit from (provision for) income taxes 21,548 (3,005) Net loss $ (175,587) $ (60,163) Less: Net loss attributable to noncontrolling interests (96,935) (59,439) Less: Net income attributable to redeemable noncontrolling interests 819 — Net loss attributable to Greenbacker Renewable Energy Company LLC $ (79,471) $ (724) (1) Includes contract amortization, net in the amount of $8.1 million, and $10.5 million for the year ended December 31, 2023, and the period from May 19, 2022 through December 31, 2022, respectively, which are included in Contract amortization, net on the Consolidated Statements of Operations. |
Significant Accounting Polici_6
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 per share for the period from January 1, 2022 through May 18, 2022. (in thousands, except per share data) For the period from January 1, 2022 through May 18, 2022 Basic and diluted Net investment loss $ (4,886) Net increase in net assets attributed to common members $ 30,777 Net investment loss per share $ (0.03) Net increase in net assets attributed to common members per share $ 0.18 Weighted average common shares outstanding 174,130 |
Schedule of Effect of Derivative Instruments on the Consolidated Statements of Operations | The effect of derivative instruments on the Consolidated Statement of Operations (in thousands) Risk Exposure Change in net unrealized appreciation on derivative transactions for the period from January 1, 2022 through May 18, 2022 Swaps Interest Rate Risk $ 35,266 $ 35,266 (in thousands) Risk Exposure Other expenses for the period from January 1, 2022 through May 18, 2022 Swaps Interest Rate Risk $ 651 $ 651 |
Valuation of Investments at F_2
Valuation of Investments at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Reconciliation of Investments Balances | The following table quantifies the significant unobservable inputs used in determining the fair value of equity method investments as of December 31, 2023. The weighted averages are calculated based on the relative fair value of each investment as of December 31, 2023: Unobservable Input Input/Range Discount rate 7.8%-11.0% (weighted average 8.3%) kWh production 0.5%-0.6% annual degradation in production (weighted average 0.5%) Potential leverage and estimated remaining useful life 29.0-34.2 years (weighted average 30.0 years) The following quantifies the significant unobservable inputs used to determine the fair value of contingent consideration as of December 31, 2023: Unobservable Input Input/Range Risk-Free Rate Over Earnout Term 4.0% Revenue Discount Rate 9.5% Annualized Revenue Volatility 40.0% Annualized Share Price Volatility 30.0% Quarterly Revenue / Share Price Correlation 40.0% 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: (in thousands) 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 $ 1,332,933 $ 13,652 $ — $ 322,060 $ (210,520) $ — $ (2) $ 1,458,123 Capital Stock 1,750 (4) (26) — — — — 1,720 Energy Efficiency - Secured Loans 381 — — — — (55) — 326 Secured Loans - Other 33,286 — — 17,365 — (12,270) — 38,381 Total $ 1,368,350 $ 13,648 $ (26) $ 339,425 $ (210,520) $ (12,325) $ (2) $ 1,498,550 (1) Includes paid-in-kind interest, return of capital and additional investments in existing investments, if any. (2) Includes principal repayments on loans. |
Related Party Agreements and _2
Related Party Agreements and Transaction Agreements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 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 $50.0 million) until gross assets exceed $800.0 million. The base management fee monthly rate decreased to 0.15% (1.75% annually) for gross assets between $800.0 million to $1.5 billion and 0.13% (1.50% annually) for gross assets greater than $1.5 billion. For services rendered under the advisory agreement, the base management fee was payable monthly in arrears, or more frequently as authorized under the advisory agreement. The base management fee was calculated based on the average of the values of our gross assets for each day of the prior month. Base management fees for any partial period were appropriately prorated. The base management fee had the ability to be deferred or waived, in whole or in part, at the election of GCM. All or any part of the deferred base management fee not taken as to any period was deferred without interest and may be taken in any period prior to the occurrence of a liquidity event as determined by GCM in its sole discretion. On July 1, 2021, the LLC entered into the Advisory Agreement with GCM. Effective July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of the net assets until the net assets exceed $800.0 million. The base management fee monthly rate will decrease to 0.15% (1.75% annually) for net assets between $800.0 million to $1.5 billion and to 0.13% (1.50% annually) for net assets greater than $1.5 billion. Following the completion of the Acquisition and the termination of the Advisory Agreement, the LLC no longer pays a management fee to GCM. 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. Type of Compensation and Recipient Determination of Amount The calculation of the Total Return Amount for each period included any appreciation or depreciation in the NAV of the shares issued during such period but exclude the proceeds from the initial issuance of such shares. The total NAV of the shares outstanding as of the last business day of a calendar quarter was the amount against which changes in the total NAV of the shares outstanding during the subsequent calendar quarter was measured. Furthermore, the “Loss Carryforward Amount” was initially equal to zero and cumulatively increased in any calendar quarter by the absolute value of any negative total return for such quarter and cumulatively decreased in any calendar quarter by the amount of any positive total return. The “Fee Carryforward Amount” was also initially equal to zero, and cumulatively increased in any calendar quarter by (i) the amount, if any, by which the Hurdle Amount (noted above) for such quarter exceeded any positive Total Return Amount for such quarter; and (ii) the amount, if any, by which the catch-up amount for such quarter exceeded excess profits for such quarter. The fee carryforward amount was cumulatively decreased in any calendar quarter by the amount, if any, of the Fee Carryforward Amount paid to the Special Unitholder for such quarter. Neither the Loss Carryforward Amount nor the Fee Carryforward Amount were permitted to less than zero at any given time. The Special Unitholder shall receive the Performance Participation Fee as follows: ● if the Total Return Amount for the applicable period exceeded the sum of (x) the Hurdle Amount for such period and (y) the Loss Carryforward Amount for such Period (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount paid to the Special Unitholder equals 12.5% of the sum of (x) the Hurdle Amount for such period and (y) any amount paid to the Special Unitholder pursuant to this clause (the “Catch-Up Amount”); ● to the extent there were remaining Excess Profits after payment of the Catch-Up Amount, 100% of such remaining Excess Profits until such amount paid to the Special Unitholder equaled the amount of the Fee Carryforward Amount for such period; and ● to the extent there are remaining Excess Profits after payment of the Catch-Up Amount and the Fee Carryforward Amount (as defined above), 12.5% of such remaining Excess Profits. The Liquidation Performance Participation Fee payable to the Special Unitholder will equal 20.0% of the net proceeds from a liquidation of the LLC in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital shall mean the LLC NAV immediately prior to the time of a liquidation or a listing. In the event of any liquidity event that involves a listing of the LLC's shares, or a transaction in which the LLC's members receive shares of a company that is listed, on a national securities exchange, the Liquidation Performance Participation Fee will equal 20.0% of the amount, if any, by which the LLC's listing value following such liquidity event exceeds the adjusted capital, as calculated immediately prior to such listing (the “Listing Premium”). Any such Listing Premium and related Liquidation Performance Participation Fee will be determined and payable in arrears 30 days after the commencement of trading following such liquidity event. |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
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 January 1, 2022 through May 18, 2022: (dollars in thousands) For the period from January 1, 2022 through May 18, 2022 Credit Facility commitment fee $ 136 Credit Facility loan interest 658 Amortization of deferred financing costs 520 Total $ 1,314 Weighted average interest rate on Credit Facility 2.0 % Weighted average outstanding balance of Credit Facility $ 81,708 |
Members' Equity (Tables)
Members' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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: (in thousands) Shares Outstanding as of December 31, Shares Shares Shares Shares Outstanding as of May 18, Class A shares 16,580 — 138 (91) 16,627 Class C shares 2,742 — 31 (6) 2,767 Class I shares 6,449 — 78 (82) 6,445 Class P-A shares 783 — 11 — 794 Class P-I shares 92,068 11,212 371 (317) 103,334 Class P-D shares 198 — 1 — 199 Class P-S shares 46,325 713 233 (223) 47,048 Class P-T shares 239 — 2 — 241 Total 165,384 11,925 865 (719) 177,455 |
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 period from January 1, 2022 through May 18, 2022 were as follows: (in thousands) 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 $ — $ — $ — $ — $ 98,651 $ — $ 6,301 $ — $ 104,952 Proceeds from Shares Issued through Reinvestment of Distributions $ 1,148 $ 252 $ 646 $ 91 $ 3,263 $ 4 $ 2,066 $ 16 $ 7,486 |
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) | 12 Months Ended |
Dec. 31, 2023 | |
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-Sept-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 year ended December 31, 2023: (in thousands) Pay Date Paid in Cash Value of Shares Issued under DRP Total February 1, 2023 $ 7,386 $ 1,975 $ 9,361 March 1, 2023 6,679 1,777 8,456 March 31, 2023 7,420 1,942 9,362 May 1, 2023 7,114 1,888 9,002 June 1, 2023 7,373 1,934 9,307 July 3, 2023 7,145 1,871 9,016 August 1, 2023 7,232 1,926 9,158 September 1, 2023 7,226 1,935 9,161 October 2, 2023 7,003 1,872 8,875 November 2, 2023 7,352 1,841 9,193 December 1, 2023 7,964 1,746 9,710 January 2, 2024 7,606 1,786 9,392 Total $ 87,500 $ 22,493 $ 109,993 The following table reflects the distributions declared during the period from May 19, 2022 through December 31, 2022: (in thousands) Pay Date Paid in cash Value of Shares Issued under DRP Total June 1, 2022 $ 6,954 $ 2,020 $ 8,974 July 1, 2022 7,345 1,890 9,235 August 1, 2022 7,570 1,955 9,525 September 1, 2022 7,565 1,973 9,538 October 3, 2022 7,313 1,923 9,236 November 1, 2022 7,507 1,987 9,494 December 1, 2022 7,271 1,930 9,201 January 3, 2023 7,703 1,968 9,671 Total $ 59,228 $ 15,646 $ 74,874 The following table reflects the distributions declared during the period from January 1, 2022 through May 18, 2022: (in thousands) Pay Date Paid in Value of Total February 1, 2022 $ 6,216 $ 1,856 $ 8,072 March 1, 2022 5,712 1,720 7,432 April 1, 2022 6,497 1,975 8,472 May 2, 2022 6,291 1,935 8,226 Total $ 24,716 $ 7,486 $ 32,202 |
Schedule of Cash Distributions Paid | Cash distributions paid during the periods presented were funded from the following sources noted below: (in thousands) For the period from January 1, 2022 through May 18, 2022 Cash from operations $ — Offering proceeds 30,891 Total cash distributions $ 30,891 |
Financial Highlights (Tables)
Financial Highlights (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 (in thousands, except per share data and percentages) 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, foreign currency translation and swap contracts (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 $ 138,069 $ 22,503 $ 53,501 $ 6,803 $ 908,568 $ 1,748 $ 410,490 $ 2,057 Common shares outstanding at end of period 16,627 2,767 6,445 794 103,334 199 47,048 241 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 16.6 million, 2.8 million, 6.5 million, 0.8 million, 100.0 million, 0.2 million, 47.0 million and 0.2 million, 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 | |
Mar. 29, 2019 USD ($) | Mar. 16, 2022 USD ($) | Dec. 31, 2023 project fund GW | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Number of projects | project | 435 | ||
Production capacity (in gigawatt) | 3.3 | ||
Production capacity, operational | 1.5 | ||
Production capacity, pre-operational | 1.8 | ||
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 ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | May 19, 2022 | May 18, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||||
Total members’ equity (net assets) | $ 1,543,740 | $ 1,543,738 | $ 1,439,310 | |||
Plus: Fair value of redeemable noncontrolling interests and noncontrolling interests | $ 113,875 | $ 84,008 | 74,814 | |||
Total equity | 1,623,540 | 1,788,681 | 1,618,554 | 1,616,519 | ||
Assets | ||||||
Cash, cash equivalents and Restricted cash | 187,675 | 190,698 | 205,449 | [1] | $ 108,062 | $ 121,863 |
Other current assets | 33,938 | 29,624 | 103,875 | |||
Total current assets | 291,908 | 324,315 | 309,324 | |||
Property, plant and equipment | 2,133,877 | 1,889,706 | 1,522,995 | |||
Intangible assets | 453,214 | 540,621 | 465,375 | |||
Investments, at fair value | 94,878 | 92,554 | 90,425 | |||
Derivative assets | 118,106 | 171,393 | 118,548 | |||
Other noncurrent assets | 36,361 | |||||
Total noncurrent assets | 3,167,697 | 3,062,927 | 2,233,704 | |||
Total assets | 3,459,605 | 3,387,242 | 2,543,028 | |||
Liabilities | ||||||
Accounts payable and accrued expenses | 79,288 | 50,702 | 59,522 | |||
Other current liabilities | 7,636 | 10,862 | 67,618 | |||
Total current liabilities | 263,728 | 225,193 | 127,140 | |||
Long-term debt, net | 935,397 | 850,760 | 501,200 | |||
Out-of-market contracts | 194,785 | 218,112 | 229,576 | |||
Other noncurrent liabilities | 47,659 | 39,826 | 66,558 | |||
Total noncurrent liabilities | 1,562,912 | 1,371,334 | 797,334 | |||
Total liabilities | $ 1,826,640 | $ 1,596,527 | $ 924,474 | |||
[1] Cash, cash equivalents and Restricted cash as of May 18, 2022 includes all consolidated subsidiaries of the Company upon the change in status. Refer to Note 2. Significant Accounting Policies for additional discussion. |
Significant Accounting Polici_8
Significant Accounting Policies - Narrative (Details) $ in Thousands | 7 Months Ended | 12 Months Ended | ||||
Nov. 18, 2022 USD ($) | Dec. 31, 2022 USD ($) jurisdiction | Dec. 31, 2023 USD ($) segment jurisdiction | May 19, 2022 USD ($) | May 18, 2022 jurisdiction | Jan. 01, 2022 USD ($) | |
Concentration Risk [Line Items] | ||||||
Operating lease assets | $ 102,595 | $ 108,606 | $ 95,100 | $ 200 | ||
Operating lease liabilities, current | 2,193 | 2,262 | 1,200 | |||
Operating lease liabilities, noncurrent | 101,281 | 108,406 | 93,500 | |||
Impairment of long-lived assets | 0 | 59,294 | ||||
Notes receivable loss reserves | 0 | 2,000 | ||||
Unamortized debt discount | $ 29,600 | |||||
Contingent consideration, current | $ 25,891 | $ 16,546 | ||||
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 | $ 11,000 | $ 10,300 | ||||
Deferred sales commission, current | 3,700 | 3,500 | ||||
Deferred sales commission, noncurrent | $ 7,300 | $ 6,800 | ||||
Number of jurisdictions in which the Company operates | jurisdiction | 36 | 36 | 36 | |||
Total operating lease liabilities | $ 103,474 | $ 110,668 | $ 200 | |||
Energy revenue | Minimum | ||||||
Concentration Risk [Line Items] | ||||||
Term of contract (in years) | 10 years | |||||
Energy revenue | Maximum | ||||||
Concentration Risk [Line Items] | ||||||
Term of contract (in years) | 30 years | |||||
Manufacturing Facility | ||||||
Concentration Risk [Line Items] | ||||||
Impairment of long-lived assets | $ 7,300 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | GDEV | ||||||
Concentration Risk [Line Items] | ||||||
Total purchase consideration | $ 5,700 | |||||
Realized gain on sale of investment | $ 300 | |||||
One Customer | Revenue Benchmark | Customer Concentration Risk | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 11.80% | |||||
One Customer | Accounts Receivable | Customer Concentration Risk | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 24.40% |
Significant Accounting Polici_9
Significant Accounting Policies - Impact of Sale and Deconsolidation on Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 18, 2022 | May 19, 2022 | May 18, 2022 | Dec. 31, 2021 |
Current assets: | ||||||
Cash and cash equivalents | $ 96,872 | $ 143,224 | $ 72,110 | |||
Other current assets | 33,938 | 29,624 | $ 103,875 | |||
Total current assets | 291,908 | 324,315 | 309,324 | |||
Noncurrent assets: | ||||||
Investments, at fair value | 94,878 | 92,554 | 90,425 | |||
Total noncurrent assets | 3,167,697 | 3,062,927 | 2,233,704 | |||
Total assets | 3,459,605 | 3,387,242 | 2,543,028 | |||
Current liabilities: | ||||||
Other current liabilities | 7,636 | 10,862 | 67,618 | |||
Total current liabilities | 263,728 | 225,193 | 127,140 | |||
Total liabilities | 1,826,640 | 1,596,527 | 924,474 | |||
Equity: | ||||||
Total members’ equity (net assets) | 1,543,740 | 1,543,738 | $ 1,439,310 | |||
Accumulated deficit | (306,525) | (114,680) | ||||
Total equity | 1,623,540 | 1,788,681 | $ 1,618,554 | $ 1,616,519 | ||
Total liabilities, redeemable noncontrolling interests and equity | $ 3,459,605 | $ 3,387,242 | ||||
GDEV | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ 5,658 | |||||
Other current assets | 248 | |||||
Total current assets | 5,906 | |||||
Noncurrent assets: | ||||||
Investments, at fair value | 1,974 | |||||
Total noncurrent assets | 1,974 | |||||
Total assets | 7,880 | |||||
Current liabilities: | ||||||
Other current liabilities | 0 | |||||
Total current liabilities | 0 | |||||
Total liabilities | 0 | |||||
Equity: | ||||||
Total members’ equity (net assets) | 7,594 | |||||
Accumulated deficit | 286 | |||||
Noncontrolling interests | 0 | |||||
Total equity | 7,880 | |||||
Total liabilities, redeemable noncontrolling interests and equity | 7,880 | |||||
GDEV | Balances Prior to Deconsolidation | ||||||
Current assets: | ||||||
Cash and cash equivalents | 191 | |||||
Other current assets | 84 | |||||
Total current assets | 275 | |||||
Noncurrent assets: | ||||||
Investments, at fair value | 73,632 | |||||
Total noncurrent assets | 73,632 | |||||
Total assets | 73,907 | |||||
Current liabilities: | ||||||
Other current liabilities | 120 | |||||
Total current liabilities | 120 | |||||
Total liabilities | 120 | |||||
Equity: | ||||||
Total members’ equity (net assets) | 7,594 | |||||
Accumulated deficit | (22) | |||||
Noncontrolling interests | 66,215 | |||||
Total equity | 73,787 | |||||
Total liabilities, redeemable noncontrolling interests and equity | 73,907 | |||||
GDEV | Impact of Sale and Deconsolidation | ||||||
Current assets: | ||||||
Cash and cash equivalents | 5,467 | |||||
Other current assets | 164 | |||||
Total current assets | 5,631 | |||||
Noncurrent assets: | ||||||
Investments, at fair value | (71,658) | |||||
Total noncurrent assets | (71,658) | |||||
Total assets | (66,027) | |||||
Current liabilities: | ||||||
Other current liabilities | (120) | |||||
Total current liabilities | (120) | |||||
Total liabilities | (120) | |||||
Equity: | ||||||
Total members’ equity (net assets) | 0 | |||||
Accumulated deficit | 308 | |||||
Noncontrolling interests | (66,215) | |||||
Total equity | (65,907) | |||||
Total liabilities, redeemable noncontrolling interests and equity | $ (66,027) |
Significant Accounting Polic_10
Significant Accounting Policies - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |||
May 18, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | May 19, 2022 | [1] | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||||
Cash and cash equivalents | $ 72,110 | $ 143,224 | $ 96,872 | |||
Restricted cash, current | 35,952 | 47,474 | 85,235 | |||
Restricted cash | 0 | 5,568 | ||||
Total cash, cash equivalents and restricted cash | 108,062 | 190,698 | 187,675 | $ 205,449 | $ 121,863 | |
Non-cash investing and financing activities | ||||||
Deferred sales commission payable | 4,059 | 10,973 | 10,270 | |||
Redemptions payable | 32,198 | 361 | ||||
Distribution payable to shareholders | 7,703 | 7,606 | ||||
Capital expenditures incurred but not paid | 24,284 | 38,009 | ||||
Non-cash distributions to noncontrolling interests | 2,794 | 2,293 | ||||
Cash paid for | ||||||
Interest paid, net of amounts capitalized | $ 532 | $ 12,988 | $ 23,608 | |||
[1] Cash, cash equivalents and Restricted cash as of May 18, 2022 includes all consolidated subsidiaries of the Company upon the change in status. Refer to Note 2. Significant Accounting Policies for additional discussion. |
Significant Accounting Polic_11
Significant Accounting Policies - Useful Lives of Property, Plant, and Equipment, net (Details) | Dec. 31, 2023 |
Solar energy systems | |
Property, Plant and Equipment [Line Items] | |
Useful Lives (Years) | 35 years |
Wind energy systems | |
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 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) | 1 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | 19 Months Ended | |||
May 19, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | May 18, 2022 USD ($) | Dec. 31, 2022 USD ($) project $ / shares | Dec. 31, 2023 USD ($) tranche project $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2023 USD ($) tranche $ / shares shares | |
Business Acquisition [Line Items] | ||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Contingent consideration | $ 75,700,000 | $ 75,700,000 | $ 42,307,000 | $ 75,700,000 | $ 42,307,000 | |||
Change in fair value of contingent consideration | 2,100,000 | (603,000) | ||||||
Reclassification of participating Earnout Shares | 32,790,000 | |||||||
Total change in contingent consideration | 33,400,000 | |||||||
Goodwill | 221,314,000 | 221,314,000 | 221,314,000 | 221,314,000 | 221,314,000 | |||
Goodwill expected to be tax deductible | $ 0 | |||||||
Transaction costs | 7,593,000 | 3,388,000 | ||||||
Compensation expense on carried interest | 400,000 | 900,000 | ||||||
Contingent consideration, current | 25,891,000 | 25,891,000 | $ 16,546,000 | 25,891,000 | 16,546,000 | |||
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 | |||||||
Common Class B EO | Tranche 3 Earnout Shares | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Award vesting period (in years) | 1 year | |||||||
Common Class B EO | Tranche 3 Earnout Shares | Median | ||||||||
Business Acquisition [Line Items] | ||||||||
Award vesting period (in years) | 2 years | |||||||
Common Class B EO | Tranche 3 Earnout Shares | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Award vesting period (in years) | 3 years | |||||||
Acquired Entities | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity consideration | $ 214,927,000 | |||||||
Total purchase consideration | 294,083,000 | $ 335,000,000 | ||||||
Contingent consideration | 73,600,000 | $ 75,700,000 | 75,700,000 | $ 42,300,000 | 75,700,000 | $ 42,300,000 | ||
Goodwill | 221,314,000 | |||||||
Transaction costs | $ 2,600,000 | $ 800,000 | $ 3,400,000 | |||||
Acquired Entities | IPP | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | 200,300,000 | |||||||
Acquired Entities | IM | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 21,000,000 | |||||||
Acquired Entities | Class P-I shares | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity consideration (in shares) | shares | 24,400,000 | 27,900 | 24,400,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||
Equity consideration, share price (in dollars per share) | $ / shares | $ 8.81 | $ 8.798 | ||||||
Equity consideration | $ 214,400,000 | $ 200,000 | ||||||
Total purchase consideration | $ 214,700,000 | |||||||
Acquired Entities | Common Class EO | ||||||||
Business Acquisition [Line Items] | ||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||
Earnout shares (in shares) | shares | 13,100,000 | |||||||
Acquired Entities | Common Class EO | Tranche 1 Earnout Shares | ||||||||
Business Acquisition [Line Items] | ||||||||
Earnout shares (in shares) | shares | 4,400,000 | |||||||
Acquired Entities | Common Class EO | Tranche 1 Earnout Shares | Conversion to participating shares, threshold one | ||||||||
Business Acquisition [Line Items] | ||||||||
Earnout shares (in shares) | shares | 2,900,000 | 3,700,000 | ||||||
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 | Tranche 1 Earnout Shares | Conversion to participating shares, threshold two | ||||||||
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 | Tranche 2 Earnout Shares | ||||||||
Business Acquisition [Line Items] | ||||||||
Earnout shares (in shares) | shares | 4,400,000 | |||||||
Acquired Entities | Common Class EO | Tranche 2 Earnout Shares | Conversion to participating shares, threshold one | ||||||||
Business Acquisition [Line Items] | ||||||||
Earnout shares (in shares) | shares | 2,900,000 | |||||||
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 | Tranche 2 Earnout Shares | Conversion to participating shares, threshold two | ||||||||
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 | Tranche 3 Earnout Shares | ||||||||
Business Acquisition [Line Items] | ||||||||
Earnout shares (in shares) | shares | 4,400,000 | |||||||
Acquired Entities | Common Class EO | Tranche 3 Earnout Shares | Conversion to participating shares, threshold one | ||||||||
Business Acquisition [Line Items] | ||||||||
Calendar quarter Run Rate Revenue threshold | $ 25,000,000 | |||||||
Acquired Entities | Common Class EO | Tranche 3 Earnout Shares | Conversion to participating shares, threshold two | ||||||||
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 | 400,000 | |||||||
Acquired Entities | Common Class B EO | ||||||||
Business Acquisition [Line Items] | ||||||||
Granted (in shares) | shares | 3,200,000 | |||||||
Acquired Entities | Common Class B EO | Tranche 3 Earnout Shares | ||||||||
Business Acquisition [Line Items] | ||||||||
Earnout shares (in shares) | shares | 4,000,000 | |||||||
Granted, Weighted Average Fair Value (in dollars per share) | $ / shares | $ 10.96 | |||||||
Acquired Entities | Common Class B EO | Tranche 3 Earnout Shares | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of tranches | tranche | 1 | 1 | ||||||
Acquired Entities | Common Class B EO | Tranche 3 Earnout Shares | Median | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of tranches | tranche | 2 | 2 | ||||||
Acquired Entities | Common Class B EO | Tranche 3 Earnout Shares | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of tranches | tranche | 3 | 3 | ||||||
Acquired Entities | Common Class B EO | Tranche 3 Earnout Shares | Conversion to participating shares, threshold one | ||||||||
Business Acquisition [Line Items] | ||||||||
Earnout shares (in shares) | shares | 2,500,000 | |||||||
Maximum amount of that achieve the status of Participating Earnout Shares | $ 37,500,000 | |||||||
Renewable Energy Projects | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of assets acquired (in projects) | project | 30 | 18 | ||||||
Net purchase price of assets acquired | $ 76,300,000 | $ 41,400,000 | ||||||
Renewable Energy Projects | Plant and equipment | ||||||||
Business Acquisition [Line Items] | ||||||||
Net purchase price of assets acquired | 37,100,000 | |||||||
Renewable Energy Projects | Finite-Lived Intangible Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Net purchase price of assets acquired | $ 4,300,000 | |||||||
Weighted-average amortization period (years) - favorable | 21 years 7 months 6 days |
Acquisitions - Purchase Conside
Acquisitions - Purchase Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | 19 Months Ended | ||
May 19, 2022 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Contingent consideration | $ 42,307 | $ 42,307 | $ 75,700 | |
Acquired Entities | ||||
Business Acquisition [Line Items] | ||||
Equity consideration | $ 214,927 | |||
Contingent consideration | 73,600 | |||
Assumed expenses of Group LLC | 6,227 | |||
Assumed debt (paid at closing) | 1,500 | |||
Extinguishment of liabilities | (2,171) | |||
Total purchase consideration | 294,083 | $ 335,000 | ||
Fair value of the Company’s investment in GDEV (held before the Acquisition) | 3,768 | |||
Adjustments, Fair value of the Company's investment in GDEV (held before the Acquisition) | 0 | |||
Total amount to allocate to net assets acquired and consolidated | 344,129 | |||
Adjustments, Total purchase consideration | 299 | |||
Acquired Entities | Previously Reported | ||||
Business Acquisition [Line Items] | ||||
Equity consideration | 214,927 | |||
Contingent consideration | 73,600 | |||
Assumed expenses of Group LLC | 6,227 | |||
Assumed debt (paid at closing) | 1,500 | |||
Extinguishment of liabilities | (2,171) | |||
Total purchase consideration | 294,083 | |||
Fair value of the Company’s investment in GDEV (held before the Acquisition) | 3,768 | |||
Total amount to allocate to net assets acquired and consolidated | 343,830 | |||
Acquired Entities | GDEV GP | ||||
Business Acquisition [Line Items] | ||||
Fair value of the noncontrolling interest | 341 | |||
Adjustments, Fair value of the noncontrolling interest | (192) | |||
Acquired Entities | GDEV GP | Previously Reported | ||||
Business Acquisition [Line Items] | ||||
Fair value of the noncontrolling interest | 533 | |||
Acquired Entities | GDEV | ||||
Business Acquisition [Line Items] | ||||
Fair value of the noncontrolling interest | 45,937 | |||
Adjustments, Fair value of the noncontrolling interest | $ 491 | |||
Acquired Entities | GDEV | Previously Reported | ||||
Business Acquisition [Line Items] | ||||
Fair value of the noncontrolling interest | $ 45,446 |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 19 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | May 19, 2022 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 221,314 | $ 221,314 | |
Acquired Entities | |||
Business Acquisition [Line Items] | |||
Net working capital (including cash) | $ 8,819 | ||
Property, plant and equipment | 75 | ||
Investments, at fair value and other noncurrent assets | 42,356 | ||
Carried interest | 0 | ||
2022 Adjustments, Carried interest | (279) | ||
Other liabilities | (760) | ||
Deferred tax liability | (25,175) | ||
2022 Adjustments, Deferred tax liability | 604 | ||
Goodwill | 221,314 | ||
2022 Adjustments, Goodwill | 374 | ||
Sum of acquired and consolidated net assets | 344,129 | ||
Adjustments, Total purchase consideration | 299 | ||
Acquired Entities | Previously Reported | |||
Business Acquisition [Line Items] | |||
Net working capital (including cash) | 8,819 | ||
Property, plant and equipment | 75 | ||
Investments, at fair value and other noncurrent assets | 42,356 | ||
Carried interest | 279 | ||
Other liabilities | (760) | ||
Deferred tax liability | (25,779) | ||
Goodwill | 220,940 | ||
Sum of acquired and consolidated net assets | 343,830 | ||
Acquired Entities | Trademarks | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles assets | 2,800 | ||
Acquired Entities | Trademarks | Previously Reported | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles assets | 2,800 | ||
Acquired Entities | Channel partner relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles assets | 94,700 | ||
2022 Adjustments, Finite-lived intangible assets | $ (400) | ||
Acquired Entities | Channel partner relationships | Previously Reported | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles assets | $ 95,100 |
Acquisitions - Acquired Identif
Acquisitions - Acquired Identifiable Intangible Assets (Details) - Acquired Entities $ in Thousands | May 19, 2022 USD ($) |
Acquired Indefinite-Lived Intangible Assets [Line Items] | |
Acquisition date fair value | $ 221,314 |
Trademarks | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquisition date fair value - favorable | $ 2,800 |
Weighted-average amortization period (years) | 12 years |
Channel partner relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquisition date fair value - favorable | $ 94,700 |
Weighted-average amortization period (years) | 11 years |
Acquisitions - Purchase Price o
Acquisitions - Purchase Price of Assets Acquired (Details) - Renewable Energy Projects $ in Thousands | 7 Months Ended |
Dec. 31, 2022 USD ($) | |
Asset Acquisition [Line Items] | |
Land | $ 5,111 |
Property, plant and equipment | 71,156 |
Intangible assets | 1,193 |
ROU asset | 2,923 |
Less: Liabilities assumed | (4,111) |
Total | $ 76,272 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquired Identifiable Intangible Assets (Details) - Renewable Energy Projects $ in Thousands | 7 Months Ended |
Dec. 31, 2022 USD ($) | |
Asset Acquisition [Line Items] | |
Acquisition date fair value - favorable | $ 1,193 |
REC contracts - favorable | |
Asset Acquisition [Line Items] | |
Acquisition date fair value - favorable | $ 1,193 |
Weighted-average amortization period (years) - favorable | 20 years |
PPA contracts - out-of-market | |
Asset Acquisition [Line Items] | |
Acquisition date fair value - unfavorable | $ (889) |
Weighted-average amortization period (years) - unfavorable | 20 years |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 100,492 | $ 173,165 |
Less: Contract amortization, net | 10,529 | 8,060 |
Less: Lease revenue | (6,026) | (10,147) |
Less: Investment, dividend and interest income | (7,512) | (7,760) |
Total revenue from contracts with customers | 97,483 | 163,318 |
Energy sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 86,187 | 138,530 |
RECs and other incentives | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 15,409 | 20,771 |
Investment Management revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,919 | 13,490 |
Other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,506 | 8,434 |
Contract amortization, net | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ (10,529) | $ (8,060) |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | May 19, 2022 |
Disaggregation of Revenue [Line Items] | |||
Contract assets | $ 0 | $ 0 | |
Receivable related to contracts with customers | 19,900 | 19,000 | $ 25,100 |
Contract liability | 3,600 | 700 | |
Capitalized costs to obtain a contract | 3,900 | $ 1,600 | |
Remaining performance obligations | 12,227 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligations | $ 4,993 | ||
Remaining performance obligations, period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligations | $ 1,987 | ||
Remaining performance obligations, period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligations | $ 1,855 | ||
Remaining performance obligations, period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligations | $ 788 | ||
Remaining performance obligations, period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligations | $ 788 | ||
Remaining performance obligations, period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligations | $ 1,816 | ||
Remaining performance obligations, period |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 12,227 |
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 | $ 4,993 |
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 | $ 1,987 |
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 | $ 1,855 |
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 | $ 788 |
Remaining performance obligations, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 788 |
Remaining performance obligations, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 1,816 |
Remaining performance obligations, period |
Variable Interest Entities (Det
Variable Interest Entities (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||||||
Oct. 26, 2023 USD ($) project | Oct. 04, 2023 USD ($) | May 19, 2022 USD ($) | May 18, 2022 | Feb. 29, 2016 solar_project | Nov. 17, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 project | Dec. 31, 2023 tax_equity_partnership | Dec. 31, 2023 | Dec. 31, 2023 subsidiary | Dec. 31, 2023 arrangement | Dec. 31, 2023 financing_arrangement | Oct. 31, 2023 terminated_arrangement | Aug. 22, 2023 USD ($) | Nov. 18, 2022 USD ($) | Nov. 15, 2022 USD ($) | |
Variable Interest Entity [Line Items] | ||||||||||||||||||
Number of tax equity partnerships | tax_equity_partnership | 15 | |||||||||||||||||
Assets | $ 2,543,028 | $ 3,387,242 | $ 3,459,605 | |||||||||||||||
Liabilities | $ 924,474 | 1,596,527 | 1,826,640 | |||||||||||||||
Proceeds from sale of noncontrolling interests | 104,550 | 144,895 | ||||||||||||||||
Maximum funded remaining construction costs | $ 18,200 | |||||||||||||||||
Maximum excess construction loans upon term conversion | $ 1,200 | |||||||||||||||||
Payments for funding to noncontrolling interests | $ 1,200 | 11,151 | 17,498 | |||||||||||||||
Number of projects | project | 435 | |||||||||||||||||
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) | $ 3,768 | |||||||||||||||||
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 | |||||||||||||||||
Aurora Solar | ||||||||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||||||||
Number of solar projects | solar_project | 19 | |||||||||||||||||
Equity method ownership percentage | 49% | |||||||||||||||||
OYA-Rosewood | ||||||||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||||||||
Equity method ownership percentage | 50% | |||||||||||||||||
Proceeds from sale of noncontrolling interests | $ 3,700 | |||||||||||||||||
Number of arrangements | 3 | 2 | ||||||||||||||||
Number of arrangements terminated | terminated_arrangement | 2 | |||||||||||||||||
Face amount of debt | 33,400 | |||||||||||||||||
Recoverable amount from sale of projects | $ 1,000 | |||||||||||||||||
Number of projects | project | 9 | |||||||||||||||||
GDEV GP | Employee | ||||||||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||||||||
Ownership percentage hele by noncontrolling owners | 25% | |||||||||||||||||
GDEV GP | GREC | ||||||||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||||||||
Interest rate carried | 10% | |||||||||||||||||
GDEV | ||||||||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||||||||
Assets | $ 7,880 | |||||||||||||||||
Liabilities | 0 | |||||||||||||||||
Ownership percentage hele by noncontrolling owners | 7.37% | |||||||||||||||||
Maximum exposure to loss | $ 3,300 | |||||||||||||||||
Proceeds from sale of noncontrolling interests | $ 22,200 | |||||||||||||||||
GDEV | Certain Officers And Other Members Of Management | ||||||||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||||||||
Ownership percentage hele by noncontrolling owners | 1% | |||||||||||||||||
GDEV | GREC | ||||||||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||||||||
Interest rate carried | 20% | |||||||||||||||||
Hurdle rate | 8% | |||||||||||||||||
GDEV | GDEV GP | ||||||||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||||||||
Ownership percentage hele by noncontrolling owners | 2.80% | |||||||||||||||||
Greenbacker Development Opportunities Fund II, LP ("GDEV II") [Member] | ||||||||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||||||||
Maximum exposure to loss | $ 2,700 | |||||||||||||||||
Investment | $ 700 | |||||||||||||||||
OYA-Rosewood | ||||||||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||||||||
Maximum exposure to loss | 18,800 | |||||||||||||||||
Number of subsidiaries entered into tax equity partnerships | subsidiary | 4 | |||||||||||||||||
Variable Interest Entity, Primary Beneficiary | ||||||||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||||||||
Assets | 1,300,000 | 1,500,000 | ||||||||||||||||
Liabilities | $ 215,300 | $ 283,400 |
Fair Value Measurements and I_3
Fair Value Measurements and Investments - Fair Value of Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets | $ 142,168,000 | $ 195,840,000 |
Derivative liabilities | (5,833,000) | |
Equity method investments | 94,878,000 | 92,554,000 |
Contingent consideration | (42,307,000) | (75,700,000) |
Total | $ 188,906,000 | $ 212,694,000 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Derivative assets, current, Derivative assets | Derivative assets, current, Derivative assets |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets | $ 0 | $ 0 |
Derivative liabilities | 0 | |
Equity method investments | 0 | 0 |
Contingent consideration | 0 | 0 |
Total | 0 | 0 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets | 142,168,000 | 195,840,000 |
Derivative liabilities | (5,833,000) | |
Equity method investments | 0 | 0 |
Contingent consideration | 0 | 0 |
Total | 136,335,000 | 195,840,000 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets | 0 | 0 |
Derivative liabilities | 0 | |
Equity method investments | 94,878,000 | 92,554,000 |
Contingent consideration | (42,307,000) | (75,700,000) |
Total | $ 52,571,000 | $ 16,854,000 |
Fair Value Measurements and I_4
Fair Value Measurements and Investments - Fair Value Assets and Liabilities Using Significant Unobservable Inputs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Unrealized gain on investments, net | $ 932 |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Unrealized Gain (Loss) on Investments |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Change in contingent consideration | $ 603 |
Reclassification of participating Earnout Shares | $ 32,790 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | General and administrative |
Fair Value, Net Assets (Liabilities) Measured On Recurring Basis, Unobservable Input Reconciliation [Table] | |
Beginning balance | $ 16,854 |
Purchases | 5,298 |
Return of capital | (3,906) |
Unrealized gain on investments, net | 932 |
Change in contingent consideration | 603 |
Reclassification of participating Earnout Shares | 32,790 |
Ending balance | 52,571 |
Contingent Consideration Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | (75,700) |
Purchases | 0 |
Return of capital | 0 |
Change in contingent consideration | 603 |
Reclassification of participating Earnout Shares | 32,790 |
Ending balance | (42,307) |
Fair Value, Net Assets (Liabilities) Measured On Recurring Basis, Unobservable Input Reconciliation [Table] | |
Change in contingent consideration | 603 |
Reclassification of participating Earnout Shares | 32,790 |
Equity Method Investments [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 92,554 |
Purchases | 5,298 |
Return of capital | (3,906) |
Unrealized gain on investments, net | 932 |
Ending balance | 94,878 |
Fair Value, Net Assets (Liabilities) Measured On Recurring Basis, Unobservable Input Reconciliation [Table] | |
Unrealized gain on investments, net | $ 932 |
Fair Value Measurements and I_5
Fair Value Measurements and Investments - Schedule of Quantitative Information about Level 3 Fair Value Measurements (Details) - Level 3 | Dec. 31, 2023 year |
Discount rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.095 |
Discount rate | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment, measurement input | 0.078 |
Discount rate | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment, measurement input | 0.110 |
Discount rate | Weighted Average | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment, measurement input | 0.083 |
Degradation In Production | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment, measurement input | 0.005 |
Degradation In Production | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment, measurement input | 0.006 |
Degradation In Production | Weighted Average | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment, measurement input | 0.005 |
Useful Life | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment, measurement input | 29 |
Useful Life | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment, measurement input | 34.2 |
Useful Life | Weighted Average | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment, measurement input | 30 |
Risk-Free Rate Over Earnout Term | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.040 |
Annualized Revenue Volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.400 |
Annualized Share Price Volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.300 |
Quarterly Revenue / Share Price Correlation | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.400 |
Fair Value Measurements and I_6
Fair Value Measurements and Investments - Narrative (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
May 18, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity method investments | $ 92,554 | $ 94,878 | |
Unrealized gain on investments, net | $ 13,648 | 398 | 932 |
Increase (decrease) in fair value of contingent consideration | 2,100 | (603) | |
Reclassification of participating Earnout Shares | 32,790 | ||
GDEV I | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Unfunded commitments | 300 | ||
Equity method investments | 2,300 | 4,100 | |
Unrealized gain on investments, net | 1,100 | ||
Greenbacker Development Opportunities Fund II, LP ("GDEV II") [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Unfunded commitments | 1,300 | ||
Equity method investments | 300 | 1,600 | |
OYA-Rosewood | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity method investments | 18,600 | 16,200 | |
Unrealized gain on investments, net | (1,800) | ||
Aurora Solar | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity method investments | 71,300 | 73,000 | |
Unrealized gain on investments, net | (1,700) | $ 1,600 | |
GDEV | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Unrealized gain on investments, net | $ 1,900 |
Notes Receivable - Schedule of
Notes Receivable - Schedule of Notes Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable, current | $ 28,491 | $ 59,106 |
Notes receivable, noncurrent | 10,184 | 10,294 |
Loan reserve | (2,000) | 0 |
Total notes receivable | 36,675 | 69,400 |
Cider | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable, current | $ 25,749 | 41,864 |
Interest rate | 8% | |
OYA | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable, current | $ 0 | 8,491 |
Interest rate | 9% | |
Shepherds Run | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable, current | $ 2,742 | 8,751 |
Interest rate | 8% | |
New Market | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest rate | 9% | |
Notes receivable, noncurrent | $ 5,008 | 5,008 |
SE Solar | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest rate | 9% | |
Notes receivable, noncurrent | $ 5,010 | 5,010 |
Kane Warehouse | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest rate | 10.25% | |
Notes receivable, noncurrent | $ 166 | $ 276 |
Notes Receivable - Narrative (D
Notes Receivable - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Other Current Assets | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest receivable, current | $ 6.3 | $ 2.4 |
Other Noncurrent Assets | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest receivable, noncurrent | $ 3.9 | $ 3 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | May 19, 2022 |
Property, Plant and Equipment [Line Items] | |||
Finance right-of-use asset | $ 65 | $ 0 | |
Total property, plant and equipment | 2,227,376 | 1,921,325 | |
Accumulated depreciation | (93,499) | (31,619) | |
Property, plant and equipment, net | 2,133,877 | 1,889,706 | $ 1,522,995 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant and equipment | 23,473 | 16,321 | |
Plant and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant and equipment | 2,169,573 | 1,874,201 | |
Asset retirement obligation | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant and equipment | 34,003 | 30,483 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant and equipment | $ 262 | $ 320 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Narrative (Details) $ in Thousands | 7 Months Ended | 12 Months Ended |
Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) wind_repower_project | |
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 569,400 | $ 439,400 |
Development costs | 116,600 | 106,300 |
Depreciation expense | 31,600 | $ 113,900 |
Number of wind repower projects | wind_repower_project | 3 | |
Number of repower projects with accelerated depreciation, continued | wind_repower_project | 3 | |
Accelerated depreciation | $ 51,900 | |
Impairment of long-lived assets | $ 0 | 59,294 |
Manufacturing Facility | ||
Property, Plant and Equipment [Line Items] | ||
Impairment of long-lived assets | $ 7,300 |
Goodwill, Other Intangible As_3
Goodwill, Other Intangible Assets and Out-of-market Contracts - Narrative (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 221,314 | $ 221,314 |
Impairment of goodwill | 0 | 0 |
Amortization expense related to intangible assets | 26,300 | 40,800 |
Contract amortization contra-expense | 9,100 | 23,500 |
Out-of-market contract retirements | (9,000) | |
Contract amortization expense | 14,500 | |
Contract amortization expense | 10,529 | 8,060 |
Amortization expense related to finite lived intangible assets | 6,700 | 9,200 |
Impairment of long-lived assets | 0 | 59,294 |
Power Purchase Agreements and Renewable Energy Credits | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense related to intangible assets | 19,600 | 31,600 |
Power Purchase Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Out-of-market contract retirements | (5,400) | |
Renewable Energy Credits | ||
Finite-Lived Intangible Assets [Line Items] | ||
Out-of-market contract retirements | (3,600) | |
Channel Partner Relationships and Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense related to intangible assets | 17,200 | 17,300 |
PPA, REC and Out-of-market contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Contract amortization expense | $ 10,500 | 8,100 |
PPA contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of long-lived assets | $ 7,300 |
Goodwill, Other Intangible As_4
Goodwill, Other Intangible Assets and Out-of-market Contracts - Schedule of Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 520,282 | $ 566,911 |
Accumulated amortization | (67,068) | (26,290) |
Total | 453,214 | 540,621 |
PPA contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 374,356 | 422,176 |
Accumulated amortization | (47,741) | (18,460) |
Total | 326,615 | 403,716 |
REC contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 46,235 | 46,235 |
Accumulated amortization | (3,441) | (1,165) |
Total | 42,794 | 45,070 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 2,800 | 2,800 |
Accumulated amortization | (389) | (467) |
Total | 2,411 | 2,333 |
Channel partner relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 94,700 | 94,700 |
Accumulated amortization | (15,497) | (6,198) |
Total | 79,203 | 88,502 |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 2,191 | 1,000 |
Accumulated amortization | 0 | 0 |
Total | $ 2,191 | $ 1,000 |
Goodwill, Other Intangible As_5
Goodwill, Other Intangible Assets and Out-of-market Contracts - Schedule of Out-Of-Market Contracts (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items] | ||
Gross carrying amount | $ (218,392) | $ (227,208) |
Accumulated amortization | 23,607 | 9,096 |
Net out-of-market contracts | (194,785) | (218,112) |
PPA contracts | ||
Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items] | ||
Gross carrying amount | (198,629) | (198,446) |
Accumulated amortization | 13,203 | 4,882 |
Net out-of-market contracts | (185,426) | (193,564) |
PPA contracts - signed MIPA assets | ||
Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items] | ||
Gross carrying amount | (5,402) | |
Accumulated amortization | 0 | |
Net out-of-market contracts | (5,402) | |
REC contracts | ||
Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items] | ||
Gross carrying amount | (19,763) | (19,763) |
Accumulated amortization | 10,404 | 4,214 |
Net out-of-market contracts | $ (9,359) | (15,549) |
REC contracts - signed MIPA assets | ||
Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items] | ||
Gross carrying amount | (3,597) | |
Accumulated amortization | 0 | |
Net out-of-market contracts | $ (3,597) |
Goodwill, Other Intangible As_6
Goodwill, Other Intangible Assets and Out-of-market Contracts - Estimated Future Annual Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 23,202 |
2025 | 27,215 |
2026 | 26,666 |
2027 | 26,167 |
2028 | 25,791 |
Thereafter | 129,388 |
Total | $ 258,429 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | May 19, 2022 | Jan. 01, 2022 | |
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items] | ||||
Operating lease cost | $ 6,110 | $ 9,916 | ||
Operating lease cost capitalized during development and construction | $ 700 | $ 800 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other noncurrent assets | Other noncurrent assets | Other noncurrent assets | Other noncurrent assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities | Other current liabilities | |
Variable lease income | $ 6,000 | $ 10,100 | ||
PPA contracts | ||||
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items] | ||||
Operating lease cost | 400 | 700 | ||
Solar And Wind Generating Plants | ||||
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items] | ||||
Carrying value | $ 67,400 | $ 61,700 | ||
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 - Components of Lease Ex
Leases - Components of Lease Expense and Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Finance lease cost | ||
Amortization of right-of-use assets | $ 0 | $ 39 |
Interest on lease liabilities | 0 | 11 |
Total finance lease cost | 0 | 50 |
Operating lease cost | 6,110 | 9,916 |
Short-term lease cost | 131 | 339 |
Variable lease cost | 644 | 1,525 |
Total lease cost | 6,885 | 11,830 |
Other information | ||
Cash paid for amounts included in the measurement of lease liabilities | 3,676 | 7,975 |
Operating cash flows from finance leases | 0 | (11) |
Operating cash flows from operating leases | (3,676) | (7,908) |
Financing cash flows from finance leases | 0 | (56) |
ROU assets obtained in exchange for new finance lease liabilities | 0 | 88 |
ROU assets obtained in exchange for new operating lease liabilities | $ 110,412 | $ 10,091 |
Weighted-average remaining lease term - finance leases (in years) | 3 years 2 months 12 days | |
Weighted-average remaining lease term - operating leases (in years) | 28 years | 28 years 3 months 18 days |
Weighted average discount rate – finance leases | 0% | 5.69% |
Weighted average discount rate – operating leases | 6.73% | 6.61% |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | May 19, 2022 | Jan. 01, 2022 |
Operating leases | ||||
Operating lease assets | $ 108,606 | $ 102,595 | $ 95,100 | $ 200 |
Operating lease liabilities, current | (2,262) | (2,193) | (1,200) | |
Operating lease liabilities, noncurrent | (108,406) | (101,281) | $ (93,500) | |
Total operating lease liabilities | (110,668) | (103,474) | $ (200) | |
Finance leases | ||||
Property, plant and equipment, at cost | 65 | 0 | ||
Accumulated depreciation | (13) | 0 | ||
Property, plant and equipment, net | 52 | 0 | ||
Other current liabilities | (16) | 0 | ||
Other long-term liabilities | (37) | 0 | ||
Total finance lease liabilities | $ (53) | $ 0 | ||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other current liabilities, Other noncurrent liabilities |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Operating Leases | |||
2024 | $ 8,806 | ||
2025 | 9,105 | ||
2026 | 9,098 | ||
2027 | 9,097 | ||
2028 | 9,092 | ||
Thereafter | 212,740 | ||
Total lease payments | 257,938 | ||
Less: Imputed interest | (147,270) | ||
Present value of lease liabilities | 110,668 | $ 103,474 | $ 200 |
Finance Leases | |||
2024 | 18 | ||
2025 | 18 | ||
2026 | 18 | ||
2027 | 4 | ||
2028 | 0 | ||
Thereafter | 0 | ||
Total lease payments | 58 | ||
Less: Imputed interest | (5) | ||
Present value of lease liabilities | $ 53 | $ 0 |
Debt - Schedule of Credit Facil
Debt - Schedule of Credit Facilities and Loan Agreements (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||||
Nov. 14, 2023 | Oct. 04, 2023 | Mar. 21, 2023 | Nov. 25, 2021 | Dec. 31, 2023 | Nov. 30, 2023 | Oct. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | May 19, 2022 | |
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | $ 1,061,931 | $ 1,061,931 | $ 1,061,931 | $ 987,089 | |||||||
Less: Total unamortized discount and deferred financing fees | (43,679) | (43,679) | (43,679) | (40,459) | |||||||
Less: Current portion of long-term debt | (82,855) | (82,855) | (82,855) | (95,870) | |||||||
Total long-term debt, net | 935,397 | 935,397 | 935,397 | 850,760 | $ 501,200 | ||||||
Repayments of debt | 132,600 | ||||||||||
Unamortized debt discount and deferred financing fees, current | 6,100 | 6,100 | 6,100 | ||||||||
Current portion of long-term debt, gross | 88,900 | 88,900 | 88,900 | ||||||||
GREC Entity HoldCo | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | 65,951 | 65,951 | $ 65,951 | 74,197 | |||||||
GREC Entity HoldCo | Secured Debt | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 1.85% | 1.85% | |||||||||
Midway III Manager LLC | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | 13,932 | 13,932 | $ 13,932 | 14,610 | |||||||
Midway III Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 1.73% | ||||||||||
Trillium Manager LLC | Construction, Revolving And Term Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | 68,785 | 68,785 | $ 68,785 | 72,737 | |||||||
Trillium Manager LLC | Construction, Revolving And Term Loans | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 1.98% | ||||||||||
GB Wind Holdco LLC | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | 50,408 | 50,408 | $ 50,408 | 122,684 | |||||||
Repayments of debt | 9,200 | ||||||||||
Face amount of debt | 69,500 | 69,500 | $ 69,500 | ||||||||
GB Wind Holdco LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 1.30% | 1.38% | |||||||||
GB Wind Holdco LLC | Tax Equity Bridge Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of debt | $ 69,500 | ||||||||||
GB Wind Holdco LLC | Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of debt | 63,100 | ||||||||||
Greenbacker Wind Holdings II LLC | Loans Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | 70,628 | 70,628 | $ 70,628 | 72,477 | |||||||
Greenbacker Wind Holdings II LLC | Loans Payable | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 1.98% | ||||||||||
Conic Manager LLC | Loans Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | 23,363 | 23,363 | $ 23,363 | 24,356 | |||||||
Conic Manager LLC | Loans Payable | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 1.75% | ||||||||||
Turquoise Manager LLC | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | 30,994 | 30,994 | $ 30,994 | 31,687 | |||||||
Turquoise Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 1.35% | ||||||||||
Eagle Valley Clean Energy LLC | Loans Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | $ 35,389 | $ 35,389 | $ 35,389 | 35,112 | |||||||
Interest rate | 1.91% | 1.91% | 1.91% | ||||||||
Eagle Valley Clean Energy LLC | Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 1.69% | 1.69% | 1.69% | ||||||||
Eagle Valley Clean Energy LLC (Premium financing agreement) | Premium Financing Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | $ 0 | $ 0 | $ 0 | 1,064 | |||||||
Interest rate | 6.99% | 6.99% | 6.99% | ||||||||
Greenbacker Equipment Acquisition Company LLC | Equipment Financing Line | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | $ 0 | $ 0 | $ 0 | 6,500 | |||||||
Greenbacker Equipment Acquisition Company LLC | Equipment Financing Line | Prime Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 1% | ||||||||||
ECA Finco I, LLC | Loans Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | 18,563 | 18,563 | $ 18,563 | 19,757 | |||||||
ECA Finco I, LLC | Loans Payable | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 2.60% | ||||||||||
GB Solar TE 2020 Manager LLC | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | 18,506 | 18,506 | $ 18,506 | 19,182 | |||||||
GB Solar TE 2020 Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 1.88% | ||||||||||
Sego Lily Solar Manager LLC | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | 133,898 | 133,898 | $ 133,898 | 137,445 | |||||||
Sego Lily Solar Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 1.53% | ||||||||||
Celadon Manager LLC | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | 72,853 | 72,853 | $ 72,853 | 61,925 | |||||||
Celadon Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 1.60% | ||||||||||
GRP II Borealis Solar LLC | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | 40,646 | 40,646 | $ 40,646 | 41,788 | |||||||
GRP II Borealis Solar LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 2% | ||||||||||
Ponderosa Manager LLC | Construction Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | 88,594 | 88,594 | $ 88,594 | 147,080 | |||||||
Ponderosa Manager LLC | Construction Loan | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 1.40% | 1.40% | |||||||||
Ponderosa Manager LLC | Tax Equity Bridge Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of debt | $ 34,500 | ||||||||||
PRC Nemasket LLC | Loans Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | 41,806 | 41,806 | $ 41,806 | 44,488 | |||||||
PRC Nemasket LLC | Loans Payable | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 1.25% | ||||||||||
Dogwood GB Manager LLC | Loans Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | 57,463 | 57,463 | $ 57,463 | 0 | |||||||
Dogwood GB Manager LLC | Loans Payable | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 1.63% | ||||||||||
Revolving Credit Facility | GREC Holdings 1 LLC | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | 74,594 | 74,594 | $ 74,594 | 60,000 | |||||||
Revolving Credit Facility | GREC Holdings 1 LLC | Line of Credit | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 0.10% | ||||||||||
Revolving Credit Facility | GREC Warehouse Holdings I LLC | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, outstanding balance | $ 155,558 | $ 155,558 | $ 155,558 | $ 0 | |||||||
Revolving Credit Facility | GREC Warehouse Holdings I LLC | Line of Credit | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percentage) | 2.03% |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Thousands | 1 Months Ended | 2 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||||||||
Nov. 14, 2023 | Oct. 04, 2023 | Aug. 11, 2023 USD ($) | May 30, 2023 USD ($) | Mar. 21, 2023 USD ($) | Nov. 01, 2022 USD ($) | Aug. 17, 2022 | Feb. 18, 2022 USD ($) | Nov. 25, 2021 | Dec. 31, 2023 USD ($) | Nov. 30, 2023 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Oct. 16, 2023 USD ($) | Mar. 29, 2023 USD ($) | Nov. 29, 2022 USD ($) | Jul. 26, 2022 USD ($) | Jun. 09, 2022 project | Sep. 28, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||||
Initial sale leaseback term (in years) | 20 years | 9 years 3 months 18 days | ||||||||||||||||||
Proceeds from failed sale-leaseback | $ 240,900 | $ 0 | $ 240,969 | |||||||||||||||||
Repayments of debt | 132,600 | |||||||||||||||||||
Transaction costs | 1,000 | |||||||||||||||||||
Total lease payments | $ 158,582 | 158,582 | 158,582 | |||||||||||||||||
Current portion of failed sale-leaseback financing | 69,436 | 69,436 | 0 | 69,436 | ||||||||||||||||
Failed sale-leaseback financing, net of current portion | 169,829 | 169,829 | $ 0 | 169,829 | ||||||||||||||||
Current portion of failed sale-leaseback financing, origination costs | 300 | 300 | 300 | |||||||||||||||||
Failed sale-leaseback financing, net of current portion, origination costs | 1,400 | 1,400 | $ 1,400 | |||||||||||||||||
Dogwood GB Manager LLC | Loans Payable | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Face amount of debt | $ 90,600 | $ 47,100 | ||||||||||||||||||
Dogwood GB Manager LLC | Loans Payable | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.63% | |||||||||||||||||||
Dogwood GB Manager LLC | Loans Payable | Secured Overnight Financing Rate (SOFR) | Variable Rate, First Timeframe | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.63% | |||||||||||||||||||
Dogwood GB Manager LLC | Loans Payable | Secured Overnight Financing Rate (SOFR) | Variable Rate, Second Timeframe | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.75% | |||||||||||||||||||
Dogwood GB Manager LLC | Loans Payable | Secured Overnight Financing Rate (SOFR) | Variable Rate, Increase Per Annum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Increase to interest rate | 0.12% | |||||||||||||||||||
GB Wind Holdco LLC | Secured Debt | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Face amount of debt | $ 69,500 | $ 69,500 | $ 69,500 | |||||||||||||||||
Repayments of debt | $ 9,200 | |||||||||||||||||||
GB Wind Holdco LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.30% | 1.38% | ||||||||||||||||||
GB Wind Holdco LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) | Variable Rate, First Timeframe | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.38% | |||||||||||||||||||
GB Wind Holdco LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) | Variable Rate, Second Timeframe | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.50% | |||||||||||||||||||
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) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.53% | |||||||||||||||||||
Sego Lily Solar Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) | Variable Rate, First Timeframe | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.53% | |||||||||||||||||||
Sego Lily Solar Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) | Variable Rate, Second Timeframe | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.50% | |||||||||||||||||||
Sego Lily Solar Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) | 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 | |||||||||||||||||||
Celadon Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.60% | |||||||||||||||||||
Celadon Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) | Variable Rate, First Timeframe | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.60% | |||||||||||||||||||
Celadon Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) | Variable Rate, Second Timeframe | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.63% | |||||||||||||||||||
Celadon Manager LLC | Secured Debt | Secured Overnight Financing Rate (SOFR) | Variable Rate, Increase Per Annum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Increase to interest rate | 0.13% | |||||||||||||||||||
Ponderosa Manager LLC | Construction Loan | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Face amount of debt | $ 173,400 | |||||||||||||||||||
Ponderosa Manager LLC | Construction Loan | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.40% | 1.40% | ||||||||||||||||||
PRC Nemasket LLC | Loans Payable | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Face amount of debt | $ 45,000 | |||||||||||||||||||
PRC Nemasket LLC | Loans Payable | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.25% | |||||||||||||||||||
PRC Nemasket LLC | Loans Payable | Secured Overnight Financing Rate (SOFR) | Variable Rate, First Timeframe | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.25% | |||||||||||||||||||
PRC Nemasket LLC | Loans Payable | Secured Overnight Financing Rate (SOFR) | Variable Rate, Second Timeframe | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.38% | |||||||||||||||||||
GREC Entity HoldCo | Secured Debt | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.85% | 1.85% | ||||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity | $ 32,500 | |||||||||||||||||||
Revolving Credit Facility | GREC Holdings 1 LLC | Line of Credit | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity | $ 200,000 | $ 150,000 | ||||||||||||||||||
Increase of credit | $ 50,000 | |||||||||||||||||||
Revolving Credit Facility | GREC Holdings 1 LLC | Line of Credit | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 0.10% | |||||||||||||||||||
Revolving Credit Facility | GREC Holdings 1 LLC | Line of Credit | Secured Overnight Financing Rate (SOFR) | Minimum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1.75% | |||||||||||||||||||
Revolving Credit Facility | GREC Holdings 1 LLC | Line of Credit | Secured Overnight Financing Rate (SOFR) | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 2% | |||||||||||||||||||
Revolving Credit Facility | GREC Holdings 1 LLC | Line of Credit | Greatest Of Prime Rate, Index Floor Or Federal Funds Rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 0.50% | |||||||||||||||||||
Revolving Credit Facility | GREC Holdings 1 LLC | Line of Credit | Greatest Of Prime Rate, Index Floor Or Federal Funds Rate | Minimum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 0.75% | |||||||||||||||||||
Revolving Credit Facility | GREC Holdings 1 LLC | Line of Credit | Greatest Of Prime Rate, Index Floor Or Federal Funds Rate | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 1% | |||||||||||||||||||
Revolving Credit Facility | GREC Warehouse Holdings I LLC | Line of Credit | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity | $ 75,000 | $ 225,000 | ||||||||||||||||||
Increase of credit | $ 175,000 | $ 25,000 | ||||||||||||||||||
Revolving Credit Facility | GREC Warehouse Holdings I LLC | Line of Credit | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 2.03% | |||||||||||||||||||
Revolving Credit Facility | GREC Warehouse Holdings I LLC | Line of Credit | Secured Overnight Financing Rate (SOFR) | Variable Rate, First Timeframe | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 2.03% | |||||||||||||||||||
Revolving Credit Facility | GREC Warehouse Holdings I LLC | Line of Credit | Secured Overnight Financing Rate (SOFR) | Variable Rate, Second Timeframe | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (in percentage) | 2.28% | |||||||||||||||||||
Letter of Credit | PRC Nemasket LLC | Line of Credit | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity | $ 2,500 |
Debt - Schedule of Components o
Debt - Schedule of Components of Interest Expense (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
May 18, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||
Loan interest | $ 16,093 | $ 54,615 | |
Commitment / letter of credit fees | $ 136 | 2,013 | 2,986 |
Amortization of deferred financing fees and discount | 1,533 | 6,690 | |
Interest capitalized | (4,614) | (23,378) | |
Total | $ 15,025 | 40,913 | |
Interest rate swap contracts | |||
Debt Instrument [Line Items] | |||
Loan interest | $ 26,700 |
Debt - Schedule of Principal Pa
Debt - Schedule of Principal Payments Due on Borrowings (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 88,917 |
2025 | 39,546 |
2026 | 277,490 |
2027 | 255,582 |
2028 | 133,462 |
Thereafter | 266,934 |
Total | $ 1,061,931 |
Debt - Future Payments on Sale-
Debt - Future Payments on Sale-Leaseback Financing Arrangements (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 69,722 |
2025 | 9,685 |
2026 | 9,900 |
2027 | 10,046 |
2028 | 10,028 |
Thereafter | 49,201 |
Total lease payments | $ 158,582 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) $ in Millions | 2 Months Ended | 7 Months Ended | 12 Months Ended | |||
Jan. 05, 2024 USD ($) | Dec. 29, 2023 USD ($) amended_derivative_instrument | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Nov. 12, 2023 amended_derivative_instrument | Dec. 31, 2021 USD ($) | |
Derivative [Line Items] | ||||||
Fixed swap rate | 1.60% | |||||
Initial notional amount | $ 284.7 | |||||
Gain to be reclassified to income | $ 22.8 | |||||
Expected increase in interest expense for reclassification during the life of the hedge | 36.1 | |||||
Expected increase in interest expense for reclassification during next twelve months | 5.6 | |||||
Payments of cash collateral | $ 1.7 | 0 | ||||
Interest rate swap contracts | ||||||
Derivative [Line Items] | ||||||
Proceeds received from derivative instruments | 59.6 | |||||
Receivable on derivative | 2.5 | |||||
Interest rate swap contracts | Subsequent Event | ||||||
Derivative [Line Items] | ||||||
Proceeds received from derivative instruments | $ 2.5 | |||||
Interest rate swap contracts | Derivatives Designated as Hedging Instruments | ||||||
Derivative [Line Items] | ||||||
Number of instruments amended | amended_derivative_instrument | 2 | 2 | ||||
Reclassification from AOCI | $ 2.4 | |||||
Interest Rate Swap, Effective | ||||||
Derivative [Line Items] | ||||||
Initial notional amount | 700.8 | 751.2 | ||||
Interest Rate Swap, Effective | Derivatives Not Designated as Hedging Instruments | ||||||
Derivative [Line Items] | ||||||
Initial notional amount | 112.6 | |||||
Interest Rate Swap, Forward Starting | ||||||
Derivative [Line Items] | ||||||
Initial notional amount | 542.3 | 110.1 | ||||
Interest Rate Swap, Forward Starting | Derivatives Not Designated as Hedging Instruments | ||||||
Derivative [Line Items] | ||||||
Initial notional amount | 65.7 | |||||
Interest Rate Swap, Deal Contingent | ||||||
Derivative [Line Items] | ||||||
Initial notional amount | $ 284.7 | |||||
Interest Rate Swap, Deal Contingent | Derivatives Not Designated as Hedging Instruments | ||||||
Derivative [Line Items] | ||||||
Initial notional amount | $ 284.7 | |||||
Minimum | ||||||
Derivative [Line Items] | ||||||
Fixed swap rate | 0.41% | |||||
Maximum | ||||||
Derivative [Line Items] | ||||||
Fixed swap rate | 4.37% |
Derivative Instruments - Estima
Derivative Instruments - Estimated Fair Value Positions of Derivative Contracts (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Outstanding notional amount | $ 1,324,385,000 | |
Fair Value - Assets | 142,168,000 | $ 195,840,000 |
Fair Value - (Liabilities) | (5,833,000) | |
Interest rate swap contracts | Derivatives Designated as Hedging Instruments | ||
Derivatives, Fair Value [Line Items] | ||
Outstanding notional amount | 861,322,000 | 1,527,814,000 |
Fair Value - Assets | 98,669,000 | 195,840,000 |
Fair Value - (Liabilities) | (489,000) | $ 0 |
Interest rate swap contracts | Derivatives Not Designated as Hedging Instruments | ||
Derivatives, Fair Value [Line Items] | ||
Outstanding notional amount | 463,063,000 | |
Fair Value - Assets | 43,499,000 | |
Fair Value - (Liabilities) | $ (5,344,000) |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Derivative Contracts Recorded In Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Derivative [Line Items] | ||
Realized gain (loss) on interest rate swaps, net | $ (1,322) | $ 2,428 |
Derivatives Designated as Hedging Instruments | ||
Derivative [Line Items] | ||
Gain (loss) recognized in other comprehensive income | 74,086 | (20,545) |
Amortization of off-market derivatives | 2,056 | 6,974 |
Less: Taxes on total net loss recognized in other comprehensive income | (20,048) | 3,633 |
Change in unrealized gain of interest rate swaps, net | (249) | 6,546 |
Realized gain (loss) on interest rate swaps, net | (1,322) | 2,428 |
Derivatives Not Designated as Hedging Instruments | ||
Derivative [Line Items] | ||
Gain (loss) recognized in other comprehensive income | 0 | 0 |
Amortization of off-market derivatives | 0 | (224) |
Less: Taxes on total net loss recognized in other comprehensive income | 0 | 0 |
Change in unrealized gain of interest rate swaps, net | 0 | 11,217 |
Realized gain (loss) on interest rate swaps, net | $ 0 | $ 0 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Beginning balance | $ 31,413 |
Adjustments in estimates for current obligations | (217) |
Asset retirement obligation settled during current period | (337) |
Asset retirement obligation incurred during current period | 1,425 |
Accretion expense | 2,622 |
Ending balance | $ 34,906 |
Income Taxes - Schedule of Cons
Income Taxes - Schedule of Consolidated Income Tax (Benefit) Provision (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Deferred | ||
Federal | $ 985 | $ (19,269) |
State | 2,019 | (2,290) |
Foreign | 1 | 11 |
Deferred (benefit) provision for income taxes | $ 3,005 | $ (21,548) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
May 18, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | |
Amount | |||
Tax (benefit) at statutory U.S. federal income tax rate | $ (12,002) | $ (41,398) | |
State income taxes, net of federal benefit | 937 | (7,050) | |
Noncontrolling interest | 12,482 | 20,184 | |
Share-based compensation | 1,441 | 1,816 | |
Federal tax credits | (2,100) | (1,293) | |
Change in valuation allowance | 658 | 4,330 | |
Permanent differences (GREC LLC and other - net) | 1,589 | 1,863 | |
Benefit from (provision for) income taxes | $ 3,005 | $ (21,548) | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Tax (benefit) at statutory U.S. federal income tax rate | 21% | 21% | |
State income taxes, net of federal benefit | (1.60%) | 3.60% | |
Noncontrolling interest | (21.80%) | (10.20%) | |
Share-based compensation | (2.50%) | (0.90%) | |
Federal tax credits | 3.70% | 0.60% | |
Change in valuation allowance | (1.20%) | (2.20%) | |
Permanent differences (GREC LLC and other - net) | (2.80%) | (1.00%) | |
Effective tax rate | 22.50% | (5.20%) | 10.90% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 99,469 | $ 98,911 |
Long-term debt and failed sale-leaseback financing | 58,519 | 0 |
Federal tax credits | 17,671 | 16,252 |
Operating lease liabilities | 13,825 | 14,282 |
Asset retirement obligations | 5,035 | 5,287 |
Disallowed interest | 0 | 5,028 |
Other | 3,678 | 3,571 |
Total deferred tax assets | 198,197 | 143,331 |
Less: Valuation allowance | (6,500) | (2,170) |
Deferred tax assets, net of valuation allowance | 191,697 | 141,161 |
Property, plant, and equipment | (77,752) | (48,090) |
Investments in flow-through entities taxed as partnerships | (68,245) | (41,667) |
Intangibles | (54,823) | (64,834) |
Derivative assets | (35,900) | (51,569) |
Operating lease assets | (13,555) | (14,070) |
Long-term debt | 0 | (4,658) |
Total deferred tax liabilities | (250,275) | (224,888) |
Deferred tax liabilities, net | $ 58,578 | $ 83,727 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Tax Credit Carryforward [Line Items] | ||
Deferred tax liabilities, net | $ 58,578 | $ 83,727 |
Deferred tax liabilities, net | 58,696 | 85,655 |
Deferred tax assets, net | 100 | 1,900 |
Valuation allowance | 6,500 | $ 2,170 |
Domestic Tax Authority | ||
Tax Credit Carryforward [Line Items] | ||
Federal net operating loss carryforwards | 368,700 | |
Operating loss carryforwards not subject to expiration | 329,200 | |
Operating loss carryforwards, subject to expiration | 39,500 | |
Tax credit carryforwards, subject to expiration | 17,700 | |
State and Local Jurisdiction | ||
Tax Credit Carryforward [Line Items] | ||
Federal net operating loss carryforwards | 412,200 | |
Operating loss carryforwards not subject to expiration | 66,400 | |
Operating loss carryforwards, subject to expiration | $ 345,800 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) agreement | |
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 | $ 1,200 |
Minimum | PPA contracts | |
Other Commitments [Line Items] | |
Power purchase agreement, term of contract (in years) | 1 year |
Maximum | PPA contracts | |
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 | $ 169.7 |
Unused letters of credit | 0 |
Parent Company Guarantees | |
Other Commitments [Line Items] | |
Guarantor obligations | $ 842.7 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Commitments Under Renewable Energy Contracts (Details) renewable_energy_credit in Thousands | Dec. 31, 2023 renewable_energy_credit |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | 176 |
2025 | 59 |
2026 | 55 |
2027 | 28 |
2028 | 28 |
Thereafter | 174 |
Total | 520 |
Related Parties - Narrative (De
Related Parties - Narrative (Details) $ in Thousands | 1 Months Ended | 2 Months Ended | 5 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | |||||
Sep. 01, 2023 USD ($) shares | May 19, 2022 USD ($) uSD_per_hour | May 18, 2022 entity shares | Sep. 30, 2023 shares | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | May 18, 2022 USD ($) shares | Nov. 17, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) shares | Mar. 31, 2024 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||
Other capital activity | $ (1,098) | ||||||||||
Liquidation performance participation fee, percentage of net proceeds in excess of adjusted capital | 0.2000 | ||||||||||
Management fees | 100,492 | $ 173,165 | |||||||||
Management fee payable | $ 20,440 | $ 20,440 | 20,440 | 23,310 | |||||||
Prepaid management fees | $ 67,618 | 10,862 | 10,862 | 10,862 | 7,636 | ||||||
Loan receivable | 147,339 | 147,339 | 147,339 | 140,740 | |||||||
Progress payments towards equipment | $ 103,875 | 29,624 | 29,624 | 29,624 | $ 33,938 | ||||||
Consulting, transition and other services | $ 2,532 | ||||||||||
Restricted share units | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Granted (in shares) | shares | 100,000 | 352,000 | |||||||||
Number of shares forfeited (in shares) | shares | 100,000 | 85,000 | |||||||||
Greenbacker Capital Management LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Other capital activity | $ (200) | ||||||||||
Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cash severance | $ 1,300 | ||||||||||
Consulting, transition and other services | $ 200 | ||||||||||
Related Party | Restricted share units | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Granted (in shares) | shares | 100,000 | ||||||||||
Number of shares forfeited (in shares) | shares | 100,000 | ||||||||||
Related Party | Special Unitholder | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
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 | ||||||||||
Related Party | Greenbacker Administration | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Fee (usd per hour) | uSD_per_hour | 200 | ||||||||||
Related Party | GREC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum term to file with Securities Exchange Commission (in months) | 12 months | ||||||||||
Related Party | Greenbacker Capital Management LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of investment entities | entity | 4 | ||||||||||
Related Party | GROZ | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Base management fee payable, monthly rate | 0.125% | ||||||||||
Base management fee payable, annual rate | 1.50% | ||||||||||
Management fee payable | 100 | 100 | 100 | $ 200 | |||||||
Related Party | GROZ | Management Service, Base | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management fees | 200 | 300 | |||||||||
Related Party | GDEV and GDEV B | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management fee payable | 0 | 0 | 0 | 0 | |||||||
Prepaid management fees | 600 | 600 | 600 | $ 0 | |||||||
Related Party | GDEV and GDEV B | Minimum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Base management fee payable, annual rate | 1.75% | ||||||||||
Related Party | GDEV and GDEV B | Maximum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Base management fee payable, annual rate | 2% | ||||||||||
Related Party | GDEV and GDEV B | Management Service, Base | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management fees | $ 2,400 | ||||||||||
Related Party | GDEV | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management fee payable | 0 | 0 | 0 | ||||||||
Related Party | GDEV | Management Service, Base | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management fees | 200 | $ 900 | |||||||||
Related Party | GDEV B | Management Service, Base | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management fees | 400 | ||||||||||
Related Party | Greenbacker Development Opportunities Fund II, LP ("GDEV II") [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management fee payable | 200 | 200 | 200 | $ 800 | |||||||
Related Party | Greenbacker Development Opportunities Fund II, LP ("GDEV II") [Member] | Minimum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Base management fee payable, annual rate | 1.50% | ||||||||||
Related Party | Greenbacker Development Opportunities Fund II, LP ("GDEV II") [Member] | Maximum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Base management fee payable, annual rate | 2% | ||||||||||
Related Party | Greenbacker Development Opportunities Fund II, LP ("GDEV II") [Member] | Management Service, Base | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management fees | 200 | $ 2,000 | |||||||||
Related Party | GREC II | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Base management fee payable, monthly rate | 1.25% | ||||||||||
Management fee payable | 900 | 900 | 900 | $ 500 | |||||||
Construction in progress, obligations guaranteed | 34,900 | ||||||||||
Related Party | GREC II | Subsequent Event | Forecast | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Construction in progress, obligations guaranteed | $ 18,100 | ||||||||||
Related Party | GREC II | Management Service, Base | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management fees | 0 | 3,900 | |||||||||
Management fee payable | 2,300 | ||||||||||
Related Party | GREC II | Administrative Fee, Revenue | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management fees | 0 | 3,500 | |||||||||
Management fee payable | 2,400 | ||||||||||
Related Party | GREC II | Management Service, Incentive | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management fees | 900 | 1,700 | |||||||||
Related Party | AEC Companies | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management fee payable | 100 | 100 | 100 | 100 | |||||||
Loan receivable | $ 300 | $ 300 | 300 | 200 | |||||||
Payments received on operating lease and loan receivable | $ 100 | $ 100 | |||||||||
Class A shares | Greenbacker Capital Management LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common unit, issued (in shares) | shares | 23,600 | 23,600 | |||||||||
Class P-D shares | Greenbacker Capital Management LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common unit, issued (in shares) | shares | 2,800 | 2,800 |
Related Parties - Schedule of R
Related Parties - Schedule of Related Party Transactions (Details) - Related Party - GREC II $ in Millions | Dec. 31, 2023 USD ($) |
Related Party Transaction [Line Items] | |
Base management fee 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 fee payable, annual rate | 1.75% |
Base management fee 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 fee payable, annual rate | 1.50% |
Base management fee payable, monthly rate | 0.13% |
Noncontrolling Interests and _2
Noncontrolling Interests and Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Oct. 04, 2023 | Nov. 17, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | May 19, 2022 | |
Noncontrolling Interest [Line Items] | |||||
Tax equity contributions | $ 104,848 | $ 144,860 | |||
Contributions from noncontrolling interests | 104,550 | 144,895 | |||
Distributions to noncontrolling interest | 13,945 | 15,748 | |||
Payments for funding to noncontrolling interests | $ 1,200 | 11,151 | 17,498 | ||
Noncontrolling interests | 84,008 | 113,875 | $ 74,814 | ||
Tax Equity Investors | |||||
Noncontrolling Interest [Line Items] | |||||
Redeemable noncontrolling interests | 2,000 | 2,200 | |||
Nonredeemable noncontrolling interest | 83,300 | 113,700 | |||
Net income (loss) attributable to noncontrolling interest | (60,700) | (95,700) | |||
Tax equity contributions | 82,700 | 144,700 | |||
Contributions from noncontrolling interests, syndication costs | 7,100 | ||||
Contributions from noncontrolling interests | 82,700 | 144,700 | |||
Distributions to noncontrolling interest | 11,400 | 17,000 | |||
Payments for funding to noncontrolling interests | 8,600 | 14,700 | |||
GDEV GP | |||||
Noncontrolling Interest [Line Items] | |||||
Net income (loss) attributable to noncontrolling interest | 0 | 0 | |||
Noncontrolling interests | 500 | 0 | |||
GDEV GP II | |||||
Noncontrolling Interest [Line Items] | |||||
Net income (loss) attributable to noncontrolling interest | 0 | 0 | |||
Noncontrolling interests | 0 | 0 | |||
GDEV | |||||
Noncontrolling Interest [Line Items] | |||||
Net income (loss) attributable to noncontrolling interest | $ 1,200 | ||||
Tax equity contributions | 22,200 | ||||
Contributions from noncontrolling interests | 22,200 | ||||
Distributions to noncontrolling interest | $ 2,600 | ||||
Noncontrolling interests | 0 | 0 | |||
Other Noncontrolling Interest | |||||
Noncontrolling Interest [Line Items] | |||||
Noncontrolling interests | $ 200 | $ 200 |
Equity - Narrative (Details)
Equity - Narrative (Details) | 1 Months Ended | 12 Months Ended | 19 Months Ended | ||||||
Jan. 17, 2024 USD ($) | Apr. 17, 2023 USD ($) | May 19, 2022 USD ($) $ / shares shares | Nov. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | May 18, 2022 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 | 350,000,000 | |||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||
Shares offered, DRP | $ | $ 20,000,000 | ||||||||
Supplemental payment | $ | $ 700,000 | ||||||||
Liquidation performance participation fee, percentage of net proceeds in excess of adjusted capital | 0.2000 | ||||||||
Liquidation performance participation payable | $ | $ 0 | $ 0 | |||||||
Compensation expense | $ | $ 0 | ||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Reclassification of participating Earnout Shares | $ | $ 32,790,000 | ||||||||
Fair value of shares not yet achieved status of participating | $ | $ 75,700,000 | $ 42,300,000 | $ 75,700,000 | $ 42,300,000 | |||||
Preferred shares, shares issued (in shares) | 0 | 0 | 0 | 0 | |||||
Preferred shares, shares outstanding (in shares) | 0 | 0 | 0 | 0 | |||||
Subsequent Event | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Shares offered, DRP | $ | $ 20,000,000 | ||||||||
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 | ||||||||
Shares issued (in shares) | 7,300,000 | 10,000,000 | 7,300,000 | 10,000,000 | 5,500,000 | ||||
Common Class EO | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||
Common Class EO | Acquired Entities | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Earnout shares (in shares) | 13,100,000 | ||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||
Common Class EO | Acquired Entities | Tranche 1 Earnout Shares | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Earnout shares (in shares) | 4,400,000 | ||||||||
Common Class EO | Acquired Entities | Tranche 1 Earnout Shares | Conversion to participating shares, threshold one | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Earnout shares (in shares) | 2,900,000 | 3,700,000 | |||||||
Calendar quarter Run Rate Revenue threshold | $ | $ 8,300,000 | ||||||||
Maximum amount of that achieve the status of Participating Earnout Shares | $ | $ 12,500,000 | ||||||||
Quarterly run rate | $ | $ 8,300,000 | ||||||||
Common Class EO | Acquired Entities | Tranche 1 Earnout Shares | Conversion to participating shares, threshold two | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Calendar quarter Run Rate Revenue threshold | $ | $ 12,500,000 | ||||||||
Percentage that achieves the status of Participating Earnout Shares | 100% | ||||||||
Common Class EO | Acquired Entities | Tranche 2 Earnout Shares | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Earnout shares (in shares) | 4,400,000 | ||||||||
Common Class EO | Acquired Entities | Tranche 2 Earnout Shares | Conversion to participating shares, threshold one | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Earnout shares (in shares) | 2,900,000 | ||||||||
Calendar quarter Run Rate Revenue threshold | $ | $ 16,700,000 | ||||||||
Maximum amount of that achieve the status of Participating Earnout Shares | $ | 25,000,000 | ||||||||
Common Class EO | Acquired Entities | Tranche 2 Earnout Shares | Conversion to participating shares, threshold two | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Calendar quarter Run Rate Revenue threshold | $ | $ 25,000,000 | ||||||||
Percentage that achieves the status of Participating Earnout Shares | 100% | ||||||||
Common Class EO | Acquired Entities | Tranche 3 Earnout Shares | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Earnout shares (in shares) | 4,400,000 | ||||||||
Common Class EO | Acquired Entities | Tranche 3 Earnout Shares | Conversion to participating shares, threshold one | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Calendar quarter Run Rate Revenue threshold | $ | $ 25,000,000 | ||||||||
Common Class EO | Acquired Entities | Tranche 3 Earnout Shares | Conversion to participating shares, threshold two | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Calendar quarter Run Rate Revenue threshold | $ | $ 37,500,000 | ||||||||
Percentage that achieves the status of Participating Earnout Shares | 100% | ||||||||
Class A shares | Distribution Reinvestment Plan | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Shares issued (in shares) | 2,900,000 | 3,300,000 | 2,900,000 | 3,300,000 | 2,600,000 | ||||
Class C shares | Distribution Reinvestment Plan | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Shares issued (in shares) | 500,000 | 600,000 | 500,000 | 600,000 | 400,000 | ||||
Class I shares | Distribution Reinvestment Plan | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Shares issued (in shares) | 1,400,000 | 1,600,000 | 1,400,000 | 1,600,000 | 1,200,000 | ||||
Class P-A shares | Distribution Reinvestment Plan | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Shares issued (in shares) | 48,900 | 100,000 | 48,900 | 100,000 | 27,000 | ||||
Class P-I shares | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||
Class P-I shares | Distribution Reinvestment Plan | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Shares issued (in shares) | 1,600,000 | 2,800,000 | 1,600,000 | 2,800,000 | 800,000 | ||||
Class P-I shares | Acquired Entities | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Equity consideration (in shares) | 24,400,000 | 27,900 | 24,400,000 | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||
Class P-D shares | Distribution Reinvestment Plan | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Shares issued (in shares) | 2,400 | 3,700 | 2,400 | 3,700 | 1,500 | ||||
Class P-S shares | Distribution Reinvestment Plan | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Shares issued (in shares) | 900,000 | 1,600,000 | 900,000 | 1,600,000 | 500,000 | ||||
Class P-T shares | Distribution Reinvestment Plan | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Shares issued (in shares) | 8,200 | 14,400 | 8,200 | 14,400 | 4,300 | ||||
Common Class A EO | Acquired Entities | Tranche 3 Earnout Shares | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Earnout shares (in shares) | 400,000 | ||||||||
Common Class B EO | Acquired Entities | Tranche 3 Earnout Shares | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Earnout shares (in shares) | 4,000,000 | ||||||||
Common Class B EO | Acquired Entities | Tranche 3 Earnout Shares | Conversion to participating shares, threshold one | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Earnout shares (in shares) | 2,500,000 | ||||||||
Maximum amount of that achieve the status of Participating Earnout Shares | $ | $ 37,500,000 |
Equity - Quarterly Share Repurc
Equity - Quarterly Share Repurchase Limits (Details) | 3 Months Ended | 27 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2023 | |
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 |
Equity - Schedule of Shares Iss
Equity - Schedule of Shares Issued and Outstanding (Details) - shares shares in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
May 18, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 177,455 | 198,044 | |
Shares issued to complete the acquisition (in shares) | 24,393 | ||
Other capital activity (in shares) | 19 | 3,752 | |
Shares issued through reinvestment of distributions (in shares) | 865 | 1,790 | 2,636 |
Shares repurchased (in shares) | (719) | (5,615) | (5,811) |
Shares transferred (in shares) | 2 | 1 | |
Ending balance (in shares) | 177,455 | 198,044 | 198,622 |
Class A shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 16,627 | 16,140 | |
Shares issued to complete the acquisition (in shares) | 0 | ||
Other capital activity (in shares) | (24) | 0 | |
Shares issued through reinvestment of distributions (in shares) | 138 | 278 | 411 |
Shares repurchased (in shares) | (91) | (741) | (742) |
Shares transferred (in shares) | 0 | 0 | |
Ending balance (in shares) | 16,627 | 16,140 | 15,809 |
Class C shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 2,767 | 2,673 | |
Shares issued to complete the acquisition (in shares) | 0 | ||
Other capital activity (in shares) | 0 | 0 | |
Shares issued through reinvestment of distributions (in shares) | 31 | 61 | 93 |
Shares repurchased (in shares) | (6) | (155) | (60) |
Shares transferred (in shares) | 0 | 0 | |
Ending balance (in shares) | 2,767 | 2,673 | 2,706 |
Class I shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 6,445 | 6,404 | |
Shares issued to complete the acquisition (in shares) | 0 | ||
Other capital activity (in shares) | 0 | 0 | |
Shares issued through reinvestment of distributions (in shares) | 78 | 158 | 238 |
Shares repurchased (in shares) | (82) | (199) | (109) |
Shares transferred (in shares) | 0 | 0 | |
Ending balance (in shares) | 6,445 | 6,404 | 6,533 |
Class P-A shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 794 | 815 | |
Shares issued to complete the acquisition (in shares) | 0 | ||
Other capital activity (in shares) | 0 | 0 | |
Shares issued through reinvestment of distributions (in shares) | 11 | 22 | 35 |
Shares repurchased (in shares) | 0 | (1) | 0 |
Shares transferred (in shares) | 0 | 0 | |
Ending balance (in shares) | 794 | 815 | 850 |
Class P-I shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 103,334 | 125,314 | |
Shares issued to complete the acquisition (in shares) | 24,393 | ||
Other capital activity (in shares) | 46 | 22 | |
Shares issued through reinvestment of distributions (in shares) | 371 | 810 | 1,180 |
Shares repurchased (in shares) | (317) | (3,505) | (2,741) |
Shares transferred (in shares) | 236 | 264 | |
Ending balance (in shares) | 103,334 | 125,314 | 124,039 |
Class P-D shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 199 | 191 | |
Shares issued to complete the acquisition (in shares) | 0 | ||
Other capital activity (in shares) | (3) | 0 | |
Shares issued through reinvestment of distributions (in shares) | 1 | 1 | 1 |
Shares repurchased (in shares) | 0 | (6) | 0 |
Shares transferred (in shares) | 0 | 0 | |
Ending balance (in shares) | 199 | 191 | 192 |
Class P-S shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 47,048 | 46,262 | |
Shares issued to complete the acquisition (in shares) | 0 | ||
Other capital activity (in shares) | 0 | 0 | |
Shares issued through reinvestment of distributions (in shares) | 233 | 456 | 671 |
Shares repurchased (in shares) | (223) | (1,008) | (2,156) |
Shares transferred (in shares) | (234) | (263) | |
Ending balance (in shares) | 47,048 | 46,262 | 44,514 |
Class P-T shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 241 | 245 | |
Shares issued to complete the acquisition (in shares) | 0 | ||
Other capital activity (in shares) | 0 | 0 | |
Shares issued through reinvestment of distributions (in shares) | 2 | 4 | 7 |
Shares repurchased (in shares) | 0 | 0 | (3) |
Shares transferred (in shares) | 0 | 0 | |
Ending balance (in shares) | 241 | 245 | 249 |
Common Class EO | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 0 | 0 | |
Shares issued to complete the acquisition (in shares) | 0 | ||
Other capital activity (in shares) | 0 | 3,730 | |
Shares issued through reinvestment of distributions (in shares) | 0 | 0 | |
Shares repurchased (in shares) | 0 | 0 | |
Shares transferred (in shares) | 0 | 0 | |
Ending balance (in shares) | 0 | 0 | 3,730 |
Equity - Schedule of Distributi
Equity - Schedule of Distributions (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | 18 Months Ended | 22 Months Ended | 31 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 | Dec. 31, 2023 | Nov. 30, 2020 | Oct. 31, 2018 | Apr. 30, 2020 | Sep. 30, 2022 | Jun. 30, 2023 | |
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 | $ 0.00152 | $ 0.00167 | $ 0.00167 | $ 0.00152 | $ 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 | 0.00149 | 0.00163 | 0.00163 | 0.00149 | 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 | 0.00152 | 0.00167 | 0.00167 | 0.00152 | 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 | 0.00152 | 0.00153 | 0 | 0.00165 | 0.00152 | 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 | 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 | 0.00158 | 0 | 0 | 0 | 0.00158 | 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 | 0.00158 | 0 | 0 | 0 | 0.00158 | 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 | 0.00158 | 0 | 0 | 0 | $ 0.00158 | 0.00158 |
Class EO 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 | $ 0.00158 | $ 0 | $ 0 | $ 0 | $ 0 |
Equity - Distributions (Details
Equity - Distributions (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||||||||||||
Jan. 02, 2024 | Dec. 01, 2023 | Nov. 02, 2023 | Oct. 02, 2023 | Sep. 01, 2023 | Aug. 01, 2023 | Jul. 03, 2023 | Jun. 01, 2023 | May 01, 2023 | Mar. 31, 2023 | Mar. 01, 2023 | Feb. 01, 2023 | Jan. 03, 2023 | Dec. 01, 2022 | Nov. 01, 2022 | Oct. 03, 2022 | Sep. 01, 2022 | Aug. 01, 2022 | Jul. 01, 2022 | Jun. 01, 2022 | May 18, 2022 | Jan. 03, 2023 | Dec. 31, 2022 | Jan. 02, 2024 | Dec. 31, 2023 | |
Dividends Payable [Line Items] | |||||||||||||||||||||||||
Paid in Cash | $ 7,964 | $ 7,352 | $ 7,003 | $ 7,226 | $ 7,232 | $ 7,145 | $ 7,373 | $ 7,114 | $ 7,420 | $ 6,679 | $ 7,386 | $ 7,703 | $ 7,271 | $ 7,507 | $ 7,313 | $ 7,565 | $ 7,570 | $ 7,345 | $ 6,954 | $ 59,228 | |||||
Issuance of common shares under distribution reinvestment plan | 1,746 | 1,841 | 1,872 | 1,935 | 1,926 | 1,871 | 1,934 | 1,888 | 1,942 | 1,777 | 1,975 | 1,968 | 1,930 | 1,987 | 1,923 | 1,973 | 1,955 | 1,890 | 2,020 | $ 7,486 | 15,646 | $ 15,647 | $ 22,493 | ||
Total | $ 9,710 | $ 9,193 | $ 8,875 | $ 9,161 | $ 9,158 | $ 9,016 | $ 9,307 | $ 9,002 | $ 9,362 | $ 8,456 | $ 9,361 | $ 9,671 | $ 9,201 | $ 9,494 | $ 9,236 | $ 9,538 | $ 9,525 | $ 9,235 | $ 8,974 | $ 74,874 | $ 74,873 | $ 109,993 | |||
Subsequent Event | |||||||||||||||||||||||||
Dividends Payable [Line Items] | |||||||||||||||||||||||||
Paid in Cash | $ 7,606 | $ 87,500 | |||||||||||||||||||||||
Issuance of common shares under distribution reinvestment plan | 1,786 | 22,493 | |||||||||||||||||||||||
Total | $ 9,392 | $ 109,993 |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 7 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Aug. 31, 2023 | May 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 6,903 | $ 11,248 | |||
Compensation expense on carried interest | 400 | $ 900 | |||
Restricted share units | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares granted (in shares) | 100 | 352 | |||
Weighted average fair value of grants during period (in dollars per share) | $ 8.03 | ||||
Unrecognized compensation expense | $ 1,700 | ||||
Weighted-average period for recognition of unrecognized compensation cost (in years) | 1 year 6 months 21 days | ||||
Number of shares forfeited (in shares) | 100 | 85 | |||
Fair value of grants in period | $ 700 | ||||
Share-based compensation expense | $ 370 | ||||
Restricted share units | Tranche 1 Earnout Shares | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting percentage | 67% | ||||
Restricted share units | Tranche 2 Earnout Shares | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting percentage | 33% | ||||
Performance restricted share units | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares granted (in shares) | 1,100 | 1,067 | |||
Weighted average fair value of grants during period (in dollars per share) | $ 4.40 | ||||
Grant date fair value | $ 4,700 | ||||
Share-based compensation expense | $ 441 | ||||
Common Class EO | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 15,200 | ||||
Weighted-average period for recognition of unrecognized compensation cost (in years) | 2 years | ||||
Share-based compensation expense | 6,900 | $ 8,481 | |||
Forfeitures | $ 100 | $ 2,200 | |||
2023 Equity Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares available for future grants (in shares) | 8,500 | ||||
2023 Equity Incentive Plan | Class P-I shares | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Authorized percentage of common shares that are issued and outstanding for issuance to employee and non-employee directors | 5% | ||||
Percentage increase on each anniversary to authorized percentage of common shares that are issued and outstanding for issuance to employee and non-employee directors | 1% | ||||
Maximum percentage of common shares that are issued and outstanding for issuance to employee and non-employee directors | 10% | ||||
Minimum | 2023 Equity Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award vesting period (in years) | 1 year | ||||
Maximum | 2023 Equity Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award vesting period (in years) | 4 years |
Share-based Compensation - Shar
Share-based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 6,903 | $ 11,248 |
Restricted share units | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 370 | |
Cash-settled restricted share units | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 678 | |
Performance restricted share units | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 441 | |
Director’s fees | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 195 | |
GDEV I incentive fees | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 919 | |
GDEV II special profits interest | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 164 | |
EO Awards | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 6,900 | $ 8,481 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Restricted and Performance Stock Unit Activity (Details) - $ / shares shares in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Aug. 31, 2023 | Dec. 31, 2023 | |
Restricted Share Units | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Unvested balance, beginning balance (in shares) | 0 | ||
Granted (in shares) | 100 | 352 | |
Forfeited (in shares) | (100) | (85) | |
Unvested balance, ending balance (in shares) | 267 | ||
Weighted Average Fair Value | |||
Unvested balance, Weighted Average Fair Value, beginning balance (in dollars per share) | $ 0 | ||
Granted, Weighted Average Fair Value (in dollars per share) | 8.03 | ||
Forfeited, Weighted Average Fair Value (in dollars per share) | 8.83 | ||
Unvested balance, Weighted Average Fair Value, ending balance (in dollars per share) | $ 7.78 | ||
Performance Restricted Share Units | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Unvested balance, beginning balance (in shares) | 0 | ||
Granted (in shares) | 1,100 | 1,067 | |
Unvested balance, ending balance (in shares) | 1,067 | ||
Weighted Average Fair Value | |||
Unvested balance, Weighted Average Fair Value, beginning balance (in dollars per share) | $ 0 | ||
Granted, Weighted Average Fair Value (in dollars per share) | 4.40 | ||
Unvested balance, Weighted Average Fair Value, ending balance (in dollars per share) | $ 4.40 |
Share-based Compensation - Assu
Share-based Compensation - Assumptions and Related Information To Determine Grant Date Fair Value of Performance Restricted Stock Units (Details) - Performance Restricted Share Units | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Performance period (in years) | 3 years |
Expected share volatility | 32.20% |
Dividend yield | 0% |
Daily distribution rate (in dollars per share) | $ 0.00158 |
Risk-free interest rate | 4.50% |
Class P-I shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted average grant-date fair value per Class P-I share (in dollars per share) | $ 8.76 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Numerator and Denominator of Basic Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
May 18, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | |
Basic and diluted: | |||
Net loss attributable to Greenbacker Renewable Energy Company LLC | $ (724) | $ (79,471) | |
Weighted average common shares outstanding used in computing net loss per share- basic (in shares) | 174,130 | 201,668 | 199,293 |
Weighted average common shares outstanding used in computing net loss per share- diluted (in shares) | 174,130 | 201,668 | 199,293 |
Net loss attributable to Greenbacker Renewable Energy Company LLC | |||
Net loss per share- basic (in dollars per share) | $ (0.03) | $ 0 | $ (0.40) |
Net loss per share- diluted (in dollars per share) | $ (0.03) | $ 0 | $ (0.40) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 7 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive shares excluded from calculation of diluted earnings per share (in shares) | 0 | 1.4 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 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 ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
May 18, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | |
Revenue | |||
Total revenue | $ 100,492 | $ 173,165 | |
Segment Adjusted EBITDA: | |||
Adjusted EBITDA | 26,380 | 31,752 | |
Reconciliation: | |||
Share-based compensation expense | 6,903 | 11,248 | |
Change in fair value of contingent consideration | 2,100 | (603) | |
Non-recurring professional services and legal fees | 7,593 | 3,388 | |
Non-recurring salaries and personnel related expenses | 0 | 1,250 | |
Depreciation, amortization and accretion | 49,772 | 134,647 | |
Impairment of long-lived assets | 0 | 59,294 | |
Operating loss | (39,988) | (177,472) | |
Interest expense, net | (15,889) | (40,519) | |
Realized gain (loss) on interest rate swaps, net | (1,322) | 2,428 | |
Unrealized gain (loss) on interest rate swaps, net | (249) | 17,763 | |
Unrealized gain on investments, net | $ 13,648 | 398 | 932 |
Other expense, net | (108) | (267) | |
Net loss before income taxes | (57,158) | (197,135) | |
Benefit from (provision for) income taxes | 4,315 | (3,005) | 21,548 |
Net loss | $ 30,777 | (60,163) | (175,587) |
Less: Net loss attributable to noncontrolling interests | (59,439) | (96,935) | |
Less: Net income attributable to redeemable noncontrolling interests | 0 | 819 | |
Net loss attributable to Greenbacker Renewable Energy Company LLC | (724) | (79,471) | |
Contract amortization expense | 10,529 | 8,060 | |
Operating Segments | |||
Segment Adjusted EBITDA: | |||
Adjusted EBITDA | 45,147 | 59,506 | |
Unallocated corporate expenses | |||
Segment Adjusted EBITDA: | |||
Adjusted EBITDA | (18,767) | (27,754) | |
Energy revenue | |||
Revenue | |||
Total revenue | 101,596 | 159,301 | |
Other revenue | |||
Revenue | |||
Total revenue | 7,506 | 8,434 | |
Contract amortization, net | |||
Revenue | |||
Total revenue | (10,529) | (8,060) | |
Investment Management revenue | |||
Revenue | |||
Total revenue | 1,919 | 13,490 | |
IPP | |||
Revenue | |||
Total revenue | 98,573 | 159,675 | |
IPP | Operating Segments | |||
Segment Adjusted EBITDA: | |||
Adjusted EBITDA | 53,627 | 62,180 | |
IPP | Energy revenue | |||
Revenue | |||
Total revenue | 101,596 | 159,301 | |
IPP | Other revenue | |||
Revenue | |||
Total revenue | 7,506 | 8,434 | |
IPP | Contract amortization, net | |||
Revenue | |||
Total revenue | (10,529) | (8,060) | |
IM | Operating Segments | |||
Segment Adjusted EBITDA: | |||
Adjusted EBITDA | (8,480) | (2,674) | |
IM | Investment Management revenue | |||
Revenue | |||
Total revenue | $ 1,919 | $ 13,490 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 1 Months Ended | 2 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||||
Mar. 08, 2024 USD ($) | Feb. 29, 2024 USD ($) early_buyout_option | Feb. 26, 2024 USD ($) | Feb. 09, 2024 USD ($) derivative_asset | Jan. 17, 2024 USD ($) | Apr. 17, 2023 USD ($) | Dec. 31, 2023 USD ($) | Nov. 30, 2023 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Feb. 08, 2024 shares | Jan. 23, 2024 USD ($) | Jan. 22, 2024 USD ($) | May 30, 2023 USD ($) | Mar. 29, 2023 USD ($) | |
Subsequent Event [Line Items] | ||||||||||||||||
Shares offered, DRP | $ 20,000 | |||||||||||||||
Proceeds from termination of derivative asset | $ 11,827 | $ 1,735 | ||||||||||||||
Initial sale leaseback term (in years) | 20 years | 9 years 3 months 18 days | ||||||||||||||
Proceeds from failed sale-leaseback | $ 240,900 | 0 | 240,969 | |||||||||||||
Payments on borrowings | 81,621 | 351,764 | ||||||||||||||
Tax equity contributions | $ 104,848 | 144,860 | ||||||||||||||
Dogwood GB Manager LLC | Loans Payable | Maximum | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Face amount of debt | $ 90,600 | $ 47,100 | ||||||||||||||
GB Wind Holdco LLC | Secured Debt | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Face amount of debt | $ 69,500 | $ 69,500 | $ 69,500 | |||||||||||||
Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Shares offered, DRP | $ 20,000 | |||||||||||||||
Gross proceeds | $ 19,600 | |||||||||||||||
Deregistered shares | $ 400 | |||||||||||||||
Initial sale leaseback term (in years) | 20 years | |||||||||||||||
Proceeds from failed sale-leaseback | $ 111,500 | |||||||||||||||
Number of early buyout options | early_buyout_option | 2 | |||||||||||||||
Tax equity contributions | $ 5,700 | |||||||||||||||
Subsequent Event | 2023 Equity Incentive Plan | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares registered (in shares) | shares | 8,469,497 | |||||||||||||||
Subsequent Event | Swap | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of instruments terminated | derivative_asset | 1 | |||||||||||||||
Proceeds from termination of derivative asset | $ 47,200 | |||||||||||||||
Subsequent Event | Dogwood GB Manager LLC | Loans Payable | Maximum | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Face amount of debt | $ 58,700 | |||||||||||||||
Subsequent Event | GB Wind Holdco LLC | Secured Debt | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Payments on borrowings | $ 32,900 | |||||||||||||||
Subsequent Event | Revolving Credit Facility | GREC Holdings 1 LLC | Line of Credit | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Revolving letter of credit facility | $ 13,600 |
Significant Accounting Polic_12
Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
May 18, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | |
Basic and diluted | |||
Net investment loss | $ (4,886) | ||
Net increase in net assets attributed to common members | $ 30,777 | ||
Net investment loss per share (in dollars per share) | $ (0.03) | ||
Net increase in net assets attributed to common members per share (in dollars per share) | $ 0.18 | ||
Weighted average common shares outstanding, basic (in shares) | 174,130 | 201,668 | 199,293 |
Weighted average common shares outstanding, diluted (in shares) | 174,130 | 201,668 | 199,293 |
Significant Accounting Polic_13
Significant Accounting Policies - Narrative (Details) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
May 18, 2022 USD ($) jurisdiction | Dec. 31, 2022 jurisdiction | Dec. 31, 2023 jurisdiction | Dec. 31, 2022 jurisdiction | Dec. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||
Administrator expenses | $ 2,155 | ||||
Performance participation fee | $ 384 | ||||
Deferred sales commission, per annum fee percent | 0.85% | 0.85% | 0.85% | ||
Deferred sales commission, monthly fee percent | 0.07% | 0.07% | 0.07% | ||
Initial notional amount | $ 284,700 | ||||
Fixed rate | 1.60% | ||||
Cash collateral associated with derivative instrument included in other assets | $ 5,000 | ||||
Number of jurisdictions in which the Company operates | jurisdiction | 36 | 36 | 36 | 36 | |
Effective tax rate | 22.50% | (5.20%) | 10.90% | ||
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% |
Significant Accounting Polic_14
Significant Accounting Policies - Schedule of Effect of Derivative Instruments on the Consolidated Statements of Operations (Details) $ in Thousands | 5 Months Ended |
May 18, 2022 USD ($) | |
Swaps | |
Change in net unrealized appreciation on derivative transactions | $ 35,266 |
Other expense | 651 |
Interest Rate Risk | Swap | |
Swaps | |
Change in net unrealized appreciation on derivative transactions | 35,266 |
Other expense | $ 651 |
Valuation of Investments at F_3
Valuation of Investments at Fair Value - Schedule of Reconciliation of Investments Balances (Details) - Level 3 $ in Thousands | 5 Months Ended |
May 18, 2022 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 1,368,350 |
Net change in unrealized appreciation on investments | 13,648 |
Translation of assets and liabilities denominated in foreign currencies | (26) |
Purchases | 339,425 |
Cost adjustments | (210,520) |
Sales and repayments of investments | (12,325) |
Net realized loss on investments | (2) |
Ending balance | 1,498,550 |
Energy Efficiency - Secured Loans | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 381 |
Net change in unrealized appreciation on investments | 0 |
Translation of assets and liabilities denominated in foreign currencies | 0 |
Purchases | 0 |
Cost adjustments | 0 |
Sales and repayments of investments | (55) |
Net realized loss on investments | 0 |
Ending balance | 326 |
Secured Loans - Other | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 33,286 |
Net change in unrealized appreciation on investments | 0 |
Translation of assets and liabilities denominated in foreign currencies | 0 |
Purchases | 17,365 |
Cost adjustments | 0 |
Sales and repayments of investments | (12,270) |
Net realized loss on investments | 0 |
Ending balance | 38,381 |
Capital Stock | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 1,750 |
Net change in unrealized appreciation on investments | (4) |
Translation of assets and liabilities denominated in foreign currencies | (26) |
Purchases | 0 |
Cost adjustments | 0 |
Sales and repayments of investments | 0 |
Net realized loss on investments | 0 |
Ending balance | 1,720 |
Limited Liability Company Member Interests | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 1,332,933 |
Net change in unrealized appreciation on investments | 13,652 |
Translation of assets and liabilities denominated in foreign currencies | 0 |
Purchases | 322,060 |
Cost adjustments | (210,520) |
Sales and repayments of investments | 0 |
Net realized loss on investments | (2) |
Ending balance | $ 1,458,123 |
Valuation of Investments at F_4
Valuation of Investments at Fair Value - Narrative (Details) $ in Millions | 5 Months Ended |
May 18, 2022 USD ($) | |
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 | $ 13.6 |
Related Party Agreements and _3
Related Party Agreements and Transaction Agreements (Details) | 5 Months Ended | 12 Months Ended | |||||||
May 17, 2022 USD ($) | Oct. 09, 2020 USD ($) | May 18, 2022 USD ($) shares | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 01, 2021 USD ($) | Jun. 30, 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 | ||||||||
Management fees | $ 10,662,000 | ||||||||
Performance participation fee | 384,000 | ||||||||
Greenbacker Capital Management LLC | |||||||||
Related Party Agreements and Transactions Agreements | |||||||||
Management fees | 10,700,000 | ||||||||
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% | |||||||
Base management fees payable, annual rate | 2% | 2% | |||||||
Gross assets, borrowing | $ 50,000,000 | ||||||||
Gross asset including borrowing | $ 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% | |||||||
Base management fees payable, annual rate | 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% | |||||||
Base management fees payable, annual rate | 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 | GDEV GP | |||||||||
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 | ||||||||
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 | |||||||
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 | |||||||
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 | 23,600 | ||||||||
Class P-D shares | Greenbacker Capital Management LLC | |||||||||
Related Party Agreements and Transactions Agreements | |||||||||
Common unit, issued (in shares) | shares | 2,800 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | ||||||||||||||||
Apr. 01, 2021 | Mar. 31, 2021 | Mar. 18, 2020 | May 18, 2022 | Dec. 31, 2022 | 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] | ||||||||||||||||||
Fixed swap rate | 1.60% | |||||||||||||||||
Repayments of lines of credit | $ 1,267 | |||||||||||||||||
Line of Credit | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Current borrowing capacity | $ 97,800 | |||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowing capacity | $ 32,500 | |||||||||||||||||
Current borrowing capacity | $ 40,000 | |||||||||||||||||
Previous Credit Facility | Line of Credit | GREC Entity HoldCo | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowing capacity | $ 60,000 | |||||||||||||||||
Revolving letter of credit facility | $ 25,700 | |||||||||||||||||
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 | |||||||||||||||||
Revolving letter of credit facility | $ 90,700 | $ 58,300 | ||||||||||||||||
New Credit Facility | Line of Credit | LIBOR | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Basis spread on variable rate (in percentage) | 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 | |||||||||||||||||
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 | |||||||||||||||||
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 | |||||||||||||||||
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 | |||||||||||||||||
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 | |||||||||||||||||
Fixed swap rate | 1.64% | |||||||||||||||||
LC Facility | Revolving Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowing capacity | $ 22,500 | $ 15,000 | ||||||||||||||||
Revolving letter of credit facility | $ 5,600 | |||||||||||||||||
Repayments of lines of credit | $ 1,900 | |||||||||||||||||
Collateral, percentage of outstanding obligation | 100% | |||||||||||||||||
Line of credit facility, fees percentage | 0.75% | 2.25% |
Borrowings - Schedule of Line o
Borrowings - Schedule of Line of Credit Facilities (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
May 18, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |||
Credit Facility commitment fee | $ 136 | $ 2,013 | $ 2,986 |
Credit Facility loan interest | 658 | ||
Amortization of deferred financing costs | 520 | ||
Total | $ 1,314 | ||
Weighted average interest rate on Credit Facility | 2% | ||
Weighted average outstanding balance of Credit Facility | $ 81,708 |
Members' Equity - Narrative (De
Members' Equity - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | 27 Months Ended | |||||||
Apr. 17, 2023 USD ($) | Nov. 30, 2020 USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 shares | Dec. 31, 2023 shares | May 18, 2022 shares | Sep. 30, 2020 | |
Distribution Made to Limited Partner [Line Items] | ||||||||||
Total shares authorized (in shares) | 400,000,000 | |||||||||
Common shares, shares authorized (in shares) | 350,000,000 | 350,000,000 | ||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||||||||
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 | |||||||||
Shares issued (in shares) | 7,300,000 | 10,000,000 | 5,500,000 | |||||||
Distribution Reinvestment Plan | Class A shares | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Shares issued (in shares) | 2,900,000 | 3,300,000 | 2,600,000 | |||||||
Distribution Reinvestment Plan | Class C shares | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Shares issued (in shares) | 500,000 | 600,000 | 400,000 | |||||||
Distribution Reinvestment Plan | Class I shares | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Shares issued (in shares) | 1,400,000 | 1,600,000 | 1,200,000 | |||||||
Distribution Reinvestment Plan | Class P-A shares | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Shares issued (in shares) | 48,900 | 100,000 | 27,000 | |||||||
Distribution Reinvestment Plan | Class P-I shares | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Shares issued (in shares) | 1,600,000 | 2,800,000 | 800,000 | |||||||
Distribution Reinvestment Plan | Class P-D shares | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Shares issued (in shares) | 2,400 | 3,700 | 1,500 | |||||||
Distribution Reinvestment Plan | Class P-S shares | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Shares issued (in shares) | 900,000 | 1,600,000 | 500,000 | |||||||
Distribution Reinvestment Plan | Class P-T shares | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Shares issued (in shares) | 8,200 | 14,400 | 4,300 |
Members' Equity - Schedule of S
Members' Equity - Schedule of Shares Issued and Outstanding (Details) - shares shares in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
May 18, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 165,384 | 177,455 | |
Shares sold during the period (in shares) | 11,925 | ||
Shares issued through reinvestment of distributions (in shares) | 865 | 1,790 | 2,636 |
Shares repurchased (in shares) | (719) | (5,615) | (5,811) |
Shares transferred (in shares) | 2 | 1 | |
Ending balance (in shares) | 177,455 | ||
Class A shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 16,580 | 16,627 | |
Shares sold during the period (in shares) | 0 | ||
Shares issued through reinvestment of distributions (in shares) | 138 | 278 | 411 |
Shares repurchased (in shares) | (91) | (741) | (742) |
Shares transferred (in shares) | 0 | 0 | |
Ending balance (in shares) | 16,627 | ||
Class C shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 2,742 | 2,767 | |
Shares sold during the period (in shares) | 0 | ||
Shares issued through reinvestment of distributions (in shares) | 31 | 61 | 93 |
Shares repurchased (in shares) | (6) | (155) | (60) |
Shares transferred (in shares) | 0 | 0 | |
Ending balance (in shares) | 2,767 | ||
Class I shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 6,449 | 6,445 | |
Shares sold during the period (in shares) | 0 | ||
Shares issued through reinvestment of distributions (in shares) | 78 | 158 | 238 |
Shares repurchased (in shares) | (82) | (199) | (109) |
Shares transferred (in shares) | 0 | 0 | |
Ending balance (in shares) | 6,445 | ||
Class P-A shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 783 | 794 | |
Shares sold during the period (in shares) | 0 | ||
Shares issued through reinvestment of distributions (in shares) | 11 | 22 | 35 |
Shares repurchased (in shares) | 0 | (1) | 0 |
Shares transferred (in shares) | 0 | 0 | |
Ending balance (in shares) | 794 | ||
Class P-I shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 92,068 | 103,334 | |
Shares sold during the period (in shares) | 11,212 | ||
Shares issued through reinvestment of distributions (in shares) | 371 | 810 | 1,180 |
Shares repurchased (in shares) | (317) | (3,505) | (2,741) |
Shares transferred (in shares) | 236 | 264 | |
Ending balance (in shares) | 103,334 | ||
Class P-D shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 198 | 199 | |
Shares sold during the period (in shares) | 0 | ||
Shares issued through reinvestment of distributions (in shares) | 1 | 1 | 1 |
Shares repurchased (in shares) | 0 | (6) | 0 |
Shares transferred (in shares) | 0 | 0 | |
Ending balance (in shares) | 199 | ||
Class P-S shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 46,325 | 47,048 | |
Shares sold during the period (in shares) | 713 | ||
Shares issued through reinvestment of distributions (in shares) | 233 | 456 | 671 |
Shares repurchased (in shares) | (223) | (1,008) | (2,156) |
Shares transferred (in shares) | (234) | (263) | |
Ending balance (in shares) | 47,048 | ||
Class P-T shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance (in shares) | 239 | 241 | |
Shares sold during the period (in shares) | 0 | ||
Shares issued through reinvestment of distributions (in shares) | 2 | 4 | 7 |
Shares repurchased (in shares) | 0 | 0 | (3) |
Shares transferred (in shares) | 0 | 0 | |
Ending balance (in shares) | 241 |
Members' Equity - Schedule of_2
Members' Equity - Schedule of Shares Sold and Value of Shares Issued (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 01, 2023 | Nov. 02, 2023 | Oct. 02, 2023 | Sep. 01, 2023 | Aug. 01, 2023 | Jul. 03, 2023 | Jun. 01, 2023 | May 01, 2023 | Mar. 31, 2023 | Mar. 01, 2023 | Feb. 01, 2023 | Jan. 03, 2023 | Dec. 01, 2022 | Nov. 01, 2022 | Oct. 03, 2022 | Sep. 01, 2022 | Aug. 01, 2022 | Jul. 01, 2022 | Jun. 01, 2022 | May 18, 2022 | Jan. 03, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||
Proceeds from Shares Sold | $ 104,952 | ||||||||||||||||||||||
Proceeds from Shares Issued through Reinvestment of Distributions | $ 1,746 | $ 1,841 | $ 1,872 | $ 1,935 | $ 1,926 | $ 1,871 | $ 1,934 | $ 1,888 | $ 1,942 | $ 1,777 | $ 1,975 | $ 1,968 | $ 1,930 | $ 1,987 | $ 1,923 | $ 1,973 | $ 1,955 | $ 1,890 | $ 2,020 | 7,486 | $ 15,646 | $ 15,647 | $ 22,493 |
Class A shares | |||||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||
Proceeds from Shares Sold | 0 | ||||||||||||||||||||||
Proceeds from Shares Issued through Reinvestment of Distributions | 1,148 | ||||||||||||||||||||||
Class C shares | |||||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||
Proceeds from Shares Sold | 0 | ||||||||||||||||||||||
Proceeds from Shares Issued through Reinvestment of Distributions | 252 | ||||||||||||||||||||||
Class I shares | |||||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||
Proceeds from Shares Sold | 0 | ||||||||||||||||||||||
Proceeds from Shares Issued through Reinvestment of Distributions | 646 | ||||||||||||||||||||||
Class P-A shares | |||||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||
Proceeds from Shares Sold | 0 | ||||||||||||||||||||||
Proceeds from Shares Issued through Reinvestment of Distributions | 91 | ||||||||||||||||||||||
Class P-I shares | |||||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||
Proceeds from Shares Sold | 98,651 | ||||||||||||||||||||||
Proceeds from Shares Issued through Reinvestment of Distributions | 3,263 | ||||||||||||||||||||||
Class P-D shares | |||||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||
Proceeds from Shares Sold | 0 | ||||||||||||||||||||||
Proceeds from Shares Issued through Reinvestment of Distributions | 4 | ||||||||||||||||||||||
Class P-S shares | |||||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||
Proceeds from Shares Sold | 6,301 | ||||||||||||||||||||||
Proceeds from Shares Issued through Reinvestment of Distributions | 2,066 | ||||||||||||||||||||||
Class P-T shares | |||||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||
Proceeds from Shares Sold | 0 | ||||||||||||||||||||||
Proceeds from Shares Issued through Reinvestment of Distributions | $ 16 |
Distributions - Schedule of Dis
Distributions - Schedule of Distribution (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | 18 Months Ended | 22 Months Ended | 31 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 | Dec. 31, 2023 | Nov. 30, 2020 | Oct. 31, 2018 | Apr. 30, 2020 | Sep. 30, 2022 | Jun. 30, 2023 | |
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 | $ 0.00152 | $ 0.00167 | $ 0.00167 | $ 0.00152 | $ 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 | 0.00149 | 0.00163 | 0.00163 | 0.00149 | 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 | 0.00152 | 0.00167 | 0.00167 | 0.00152 | 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 | 0.00152 | 0.00153 | 0 | 0.00165 | 0.00152 | 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 | 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 | 0.00158 | 0 | 0 | 0 | 0.00158 | 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 | 0.00158 | 0 | 0 | 0 | 0.00158 | 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 | $ 0.00158 | $ 0 | $ 0 | $ 0 | $ 0.00158 | $ 0.00158 |
Distributions - Schedule of D_2
Distributions - Schedule of Distribution Declared (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
May 02, 2022 | Apr. 01, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | May 02, 2022 | |
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |||||
Paid in Cash | $ 24,716 | ||||
Value of Shares Issued under DRP | 7,486 | ||||
Total | $ 32,202 | ||||
Pay Date # 1 | |||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |||||
Paid in Cash | $ 6,216 | ||||
Value of Shares Issued under DRP | 1,856 | ||||
Total | $ 8,072 | ||||
Pay Date # 2 | |||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |||||
Paid in Cash | $ 5,712 | ||||
Value of Shares Issued under DRP | 1,720 | ||||
Total | $ 7,432 | ||||
Pay Date # 3 | |||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |||||
Paid in Cash | $ 6,291 | $ 6,497 | |||
Value of Shares Issued under DRP | 1,935 | 1,975 | |||
Total | $ 8,226 | $ 8,472 |
Distributions - Cash Distributi
Distributions - Cash Distribution (Details) $ in Thousands | 5 Months Ended |
May 18, 2022 USD ($) | |
Distributions Made to Members or Limited Partners [Abstract] | |
Cash from operations | $ 0 |
Offering proceeds | 30,891 |
Total cash distributions | $ 30,891 |
Financial Highlights - Schedule
Financial Highlights - Schedule of Financial Highlights (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 5 Months Ended | ||
May 18, 2022 | May 19, 2022 | Dec. 31, 2021 | |
Earnings per share | |||
Common members’ equity at end of period | $ 1,543,738 | $ 1,543,740 | $ 1,439,310 |
Common shares outstanding at end of period (in shares) | 177,455 | 165,384 | |
Class A shares | |||
Earnings per share | |||
Net Asset Value at beginning of period (in dollars per share) | $ 8.32 | ||
Net investment loss (in dollars per share) | (0.03) | ||
Net realized and unrealized gain on investments and swap contracts (in dollars per share) | 0.28 | ||
Change in translation of assets and liabilities denominated in foreign currencies (in dollars per share) | 0 | ||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts (in dollars per share) | (0.07) | ||
Net increase in net assets attributed to common members (in dollars per share) | 0.18 | ||
Distributions from net investment income (in dollars per share) | 0 | ||
Distributions from offering proceeds (in dollars per share) | (0.18) | ||
Other (in dollars per share) | (0.02) | ||
Net decrease in members’ equity attributed to common shares (in dollars per share) | (0.20) | ||
Net asset value for common shares at end of period (in dollars per share) | $ 8.30 | ||
Common members’ equity at end of period | $ 138,069 | ||
Common shares outstanding at end of period (in shares) | 16,627 | 16,580 | |
Ratio/Supplemental data for common shares (annualized): | |||
Total return attributed to common shares based on net asset value | 1.93% | ||
Ratio of net investment income to average net assets | (2.58%) | ||
Ratio of operating expenses to average net assets | 12.18% | ||
Portfolio turnover rate | 0.84% | ||
Class C shares | |||
Earnings per share | |||
Net Asset Value at beginning of period (in dollars per share) | $ 8.13 | ||
Net investment loss (in dollars per share) | (0.03) | ||
Net realized and unrealized gain on investments and swap contracts (in dollars per share) | 0.28 | ||
Change in translation of assets and liabilities denominated in foreign currencies (in dollars per share) | 0 | ||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts (in dollars per share) | (0.07) | ||
Net increase in net assets attributed to common members (in dollars per share) | 0.18 | ||
Distributions from net investment income (in dollars per share) | 0 | ||
Distributions from offering proceeds (in dollars per share) | (0.18) | ||
Other (in dollars per share) | 0 | ||
Net decrease in members’ equity attributed to common shares (in dollars per share) | (0.18) | ||
Net asset value for common shares at end of period (in dollars per share) | $ 8.13 | ||
Common members’ equity at end of period | $ 22,503 | ||
Common shares outstanding at end of period (in shares) | 2,767 | 2,742 | |
Ratio/Supplemental data for common shares (annualized): | |||
Total return attributed to common shares based on net asset value | 2.24% | ||
Ratio of net investment income to average net assets | (2.64%) | ||
Ratio of operating expenses to average net assets | 12.44% | ||
Portfolio turnover rate | 0.84% | ||
Class I shares | |||
Earnings per share | |||
Net Asset Value at beginning of period (in dollars per share) | $ 8.32 | ||
Net investment loss (in dollars per share) | (0.03) | ||
Net realized and unrealized gain on investments and swap contracts (in dollars per share) | 0.28 | ||
Change in translation of assets and liabilities denominated in foreign currencies (in dollars per share) | 0 | ||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts (in dollars per share) | (0.07) | ||
Net increase in net assets attributed to common members (in dollars per share) | 0.18 | ||
Distributions from net investment income (in dollars per share) | 0 | ||
Distributions from offering proceeds (in dollars per share) | (0.18) | ||
Other (in dollars per share) | (0.02) | ||
Net decrease in members’ equity attributed to common shares (in dollars per share) | (0.20) | ||
Net asset value for common shares at end of period (in dollars per share) | $ 8.30 | ||
Common members’ equity at end of period | $ 53,501 | ||
Common shares outstanding at end of period (in shares) | 6,445 | 6,449 | |
Ratio/Supplemental data for common shares (annualized): | |||
Total return attributed to common shares based on net asset value | 1.97% | ||
Ratio of net investment income to average net assets | (2.59%) | ||
Ratio of operating expenses to average net assets | 12.19% | ||
Portfolio turnover rate | 0.84% | ||
Class P-A shares | |||
Earnings per share | |||
Net Asset Value at beginning of period (in dollars per share) | $ 8.58 | ||
Net investment loss (in dollars per share) | (0.03) | ||
Net realized and unrealized gain on investments and swap contracts (in dollars per share) | 0.28 | ||
Change in translation of assets and liabilities denominated in foreign currencies (in dollars per share) | 0 | ||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts (in dollars per share) | (0.07) | ||
Net increase in net assets attributed to common members (in dollars per share) | 0.18 | ||
Distributions from net investment income (in dollars per share) | 0 | ||
Distributions from offering proceeds (in dollars per share) | (0.18) | ||
Other (in dollars per share) | (0.01) | ||
Net decrease in members’ equity attributed to common shares (in dollars per share) | (0.19) | ||
Net asset value for common shares at end of period (in dollars per share) | $ 8.57 | ||
Common members’ equity at end of period | $ 6,803 | ||
Common shares outstanding at end of period (in shares) | 794 | 783 | |
Ratio/Supplemental data for common shares (annualized): | |||
Total return attributed to common shares based on net asset value | 2.07% | ||
Ratio of net investment income to average net assets | (2.50%) | ||
Ratio of operating expenses to average net assets | 11.79% | ||
Portfolio turnover rate | 0.84% | ||
Class P-I shares | |||
Earnings per share | |||
Net Asset Value at beginning of period (in dollars per share) | $ 8.80 | ||
Net investment loss (in dollars per share) | (0.03) | ||
Net realized and unrealized gain on investments and swap contracts (in dollars per share) | 0.28 | ||
Change in translation of assets and liabilities denominated in foreign currencies (in dollars per share) | 0 | ||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts (in dollars per share) | (0.07) | ||
Net increase in net assets attributed to common members (in dollars per share) | 0.18 | ||
Distributions from net investment income (in dollars per share) | 0 | ||
Distributions from offering proceeds (in dollars per share) | (0.19) | ||
Other (in dollars per share) | 0 | ||
Net decrease in members’ equity attributed to common shares (in dollars per share) | (0.19) | ||
Net asset value for common shares at end of period (in dollars per share) | $ 8.79 | ||
Common members’ equity at end of period | $ 908,568 | ||
Common shares outstanding at end of period (in shares) | 103,334 | 92,068 | |
Ratio/Supplemental data for common shares (annualized): | |||
Total return attributed to common shares based on net asset value | 2.10% | ||
Ratio of net investment income to average net assets | (2.43%) | ||
Ratio of operating expenses to average net assets | 11.46% | ||
Portfolio turnover rate | 0.84% | ||
Class P-D shares | |||
Earnings per share | |||
Net Asset Value at beginning of period (in dollars per share) | $ 8.80 | ||
Net investment loss (in dollars per share) | (0.03) | ||
Net realized and unrealized gain on investments and swap contracts (in dollars per share) | 0.28 | ||
Change in translation of assets and liabilities denominated in foreign currencies (in dollars per share) | 0 | ||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts (in dollars per share) | (0.07) | ||
Net increase in net assets attributed to common members (in dollars per share) | 0.18 | ||
Distributions from net investment income (in dollars per share) | 0 | ||
Distributions from offering proceeds (in dollars per share) | (0.19) | ||
Other (in dollars per share) | 0 | ||
Net decrease in members’ equity attributed to common shares (in dollars per share) | (0.19) | ||
Net asset value for common shares at end of period (in dollars per share) | $ 8.79 | ||
Common members’ equity at end of period | $ 1,748 | ||
Common shares outstanding at end of period (in shares) | 199 | 198 | |
Ratio/Supplemental data for common shares (annualized): | |||
Total return attributed to common shares based on net asset value | 2.06% | ||
Ratio of net investment income to average net assets | (2.44%) | ||
Ratio of operating expenses to average net assets | 11.52% | ||
Portfolio turnover rate | 0.84% | ||
Class P-S shares | |||
Earnings per share | |||
Net Asset Value at beginning of period (in dollars per share) | $ 8.74 | ||
Net investment loss (in dollars per share) | (0.03) | ||
Net realized and unrealized gain on investments and swap contracts (in dollars per share) | 0.28 | ||
Change in translation of assets and liabilities denominated in foreign currencies (in dollars per share) | 0 | ||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts (in dollars per share) | (0.07) | ||
Net increase in net assets attributed to common members (in dollars per share) | 0.18 | ||
Distributions from net investment income (in dollars per share) | 0 | ||
Distributions from offering proceeds (in dollars per share) | (0.19) | ||
Other (in dollars per share) | (0.01) | ||
Net decrease in members’ equity attributed to common shares (in dollars per share) | (0.20) | ||
Net asset value for common shares at end of period (in dollars per share) | $ 8.72 | ||
Common members’ equity at end of period | $ 410,490 | ||
Common shares outstanding at end of period (in shares) | 47,048 | 46,325 | |
Ratio/Supplemental data for common shares (annualized): | |||
Total return attributed to common shares based on net asset value | 2% | ||
Ratio of net investment income to average net assets | (2.46%) | ||
Ratio of operating expenses to average net assets | 11.60% | ||
Portfolio turnover rate | 0.84% | ||
Class P-T shares | |||
Earnings per share | |||
Net Asset Value at beginning of period (in dollars per share) | $ 8.52 | ||
Net investment loss (in dollars per share) | (0.03) | ||
Net realized and unrealized gain on investments and swap contracts (in dollars per share) | 0.28 | ||
Change in translation of assets and liabilities denominated in foreign currencies (in dollars per share) | 0 | ||
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts (in dollars per share) | (0.07) | ||
Net increase in net assets attributed to common members (in dollars per share) | 0.18 | ||
Distributions from net investment income (in dollars per share) | 0 | ||
Distributions from offering proceeds (in dollars per share) | (0.19) | ||
Other (in dollars per share) | 0.01 | ||
Net decrease in members’ equity attributed to common shares (in dollars per share) | (0.18) | ||
Net asset value for common shares at end of period (in dollars per share) | $ 8.52 | ||
Common members’ equity at end of period | $ 2,057 | ||
Common shares outstanding at end of period (in shares) | 241 | 239 | |
Ratio/Supplemental data for common shares (annualized): | |||
Total return attributed to common shares based on net asset value | 2.31% | ||
Ratio of net investment income to average net assets | (2.52%) | ||
Ratio of operating expenses to average net assets | 11.87% | ||
Portfolio turnover rate | 0.84% |
Financial Highlights - Narrativ
Financial Highlights - Narrative (Details) - shares shares in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
May 18, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | |
Financial Highlights (Textual) | |||
Weighted average common shares outstanding, basic (in shares) | 174,130 | 201,668 | 199,293 |
Weighted average common shares outstanding, diluted (in shares) | 174,130 | 201,668 | 199,293 |
Class A shares | |||
Financial Highlights (Textual) | |||
Weighted average common shares outstanding, basic (in shares) | 16,600 | ||
Weighted average common shares outstanding, diluted (in shares) | 16,600 | ||
Class C shares | |||
Financial Highlights (Textual) | |||
Weighted average common shares outstanding, basic (in shares) | 2,800 | ||
Weighted average common shares outstanding, diluted (in shares) | 2,800 | ||
Class I shares | |||
Financial Highlights (Textual) | |||
Weighted average common shares outstanding, basic (in shares) | 6,500 | ||
Weighted average common shares outstanding, diluted (in shares) | 6,500 | ||
Class P-A shares | |||
Financial Highlights (Textual) | |||
Weighted average common shares outstanding, basic (in shares) | 800 | ||
Weighted average common shares outstanding, diluted (in shares) | 800 | ||
Class P-I shares | |||
Financial Highlights (Textual) | |||
Weighted average common shares outstanding, basic (in shares) | 100,000 | ||
Weighted average common shares outstanding, diluted (in shares) | 100,000 | ||
Class P-D shares | |||
Financial Highlights (Textual) | |||
Weighted average common shares outstanding, basic (in shares) | 200 | ||
Weighted average common shares outstanding, diluted (in shares) | 200 | ||
Class P-S shares | |||
Financial Highlights (Textual) | |||
Weighted average common shares outstanding, basic (in shares) | 47,000 | ||
Weighted average common shares outstanding, diluted (in shares) | 47,000 | ||
Class P-T shares | |||
Financial Highlights (Textual) | |||
Weighted average common shares outstanding, basic (in shares) | 200 | ||
Weighted average common shares outstanding, diluted (in shares) | 200 |